GSL / Offshore and International Law / Offshore zones / Eastern Europe / Romania, SRL / Legislation of Romania, SRL

Legislation of Romania, SRL

Service packages Legislation Tax System

List of laws and regulations

Act name
Scope of law
Trade Register Law
Insurance Law
Capital Market Law
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Tax treaties entered

Australia
Austria
Algeria
Armenia
Azerbaijan
Bangladesh
Belgium
Belarus
Bulgaria
Bosnia and Herzegovina
Canada
China
Croatia
Cyprus
Czech Republic
Denmark
Ecuador
Egypt
Estonia
Ethiopia
Finland
Georgia
Germany
Greece
Hong Kong
Hungary
Iceland
India
Indonesia
Israel
Iran
Ireland
Italy
Japan
Jordan
Kazakhstan
Kuwait
Latvia
Lebanon
Lithuania
Luxembourg
Malaysia
Malta
Mexico
Moldova
Montenegro
Morocco
Namibia
Netherlands
Nigeria
Norway
Pakistan
Philippines
Poland
Portugal
Qatar
Republic of Korea
Russian Federation
San Marino
Saudi Arabia
Serbia
Singapore
Slovakia
Slovenia
Spain
Sri Lanka
Sudan
Sweden
Switzerland
Syria
Tajikistan
Thailand
Tunisia
Turkey
Turkmenistan
UAE
Ukraine
United Kingdom
Uruguay
USA
Uzbekistan
Vietnam
Zambia.

Tax Exchange Information Agreement (TEIA)

Guernsey
Isle of Man
Jersey

List of state regulatory authorities

Government of Romania
Ministry of Justice
National Trade Register Office
Romanian President
Banca Națională a României
Ministry of Finance

Corporate info

Legal system
Civil law (based on the models of France, Belgium and Germany)
Types of entity
Societate pe actiuni (SA); Societatea in nume Colectiv (SNC); Societate in comandita simpla (SCS); Societatea in comandita pe actiuni (SCA); Societate cu raspundere limitata (SRL)
Shelf companies permitted
No
Incorporation timescale for a new company
from 3 days
Company suffix
SRL (Societate cu Raspundere Limitata)
Sensitive words
Restricted use of geographic names and the word 'Romania', require special approval (at least 30 days). Must end in SRL.
Cyrillic alphabet permitted in company name
No
Local registered office
Yes
Local registered agent
Yes
Information to be kept at the registered office
Seal required, type of seal
no requirements
Redomiciliation (to, from) permitted

Director and secretary

Minimum number of directors
1
Residency requirements for directors
No
Corporate directors permitted
No
Directors’ meetings/frequency/location
no requirements
Disclosure to local agent
Yes
Disclosure to public
Yes
Company secretary required
No
Residency requirements for a secretary
No
Qualified secretary required
No
Corporate secretary permitted
No

Shareholder and beneficiary

Minimum number of shareholders
1
Residency requirements for shareholders
No
Corporate shareholder permitted
Yes
Meetings/frequency/location
no requirements
Disclosure to local agent
Yes
Disclosure to public
Yes
Beneficiary info disclosure to
Yes

Shares and share capital

Minimum authorized share capital
200
Minimum issued share capital
200
Minimum paid share capital
200
Authorized capital payment deadlines
Must be paid before registration
Issued capital payment deadlines
Must be paid before registration
Standard currency
RON
Standard authorized share capital
200
Standard par value of shares
10
Shares with no par value permitted
No
Bearer shares permitted
No

Taxes

Personal tax
10%
Min. rate for corporate tax
16%
Corporate tax (in detail)
The basic rate is 16%. Small businesses are taxed on their turnover at a rate of 1 to 3%
Capital gains tax
Regular rate
Capital gains tax. Details
Profit from the sale of assets is included in the tax base
VAT
19%
VAT. Details
The standard VAT rate is 19%. Reduced rates of 9% and 5% apply to some goods and services
Withholding tax
5%/16%/16%
Other taxes
Social contributions, Property tax
Exchange control
No
Government fee
Stamp duty
No

Accounts

Requirement to prepare accounts
Yes
Requirement to file accounts
Yes
Publicly accessible accounts
No
Requirement to file Annual Return
Yes
Publicly accessible Annual Return
No
Audit required
No

General information shortly

Location
Southeast Europe
Total area
238.391 sq. km
Population
19.401.658 (2019)
Capital
Bucharest
National currency
Romanian leu
Conditional reduction of currency
RON
Against USD
0,22 (2022)
Climate, average max and min t°
moderate; cold, cloudy winters with frequent snows and fogs; sunny summer with frequent showers and thunderstorms; average January temperatures in the plains are from 0 ° С to -5 ° С, in the mountains up to -10 ° С with short-term minima up to -30 ° С; in July, the temperature on the plains ranges from + 20 ° С to + 23 ° С
Time difference from Moscow
- 1 hour
Dialing code
40
State language
Romanian
Ethnic groups
90% are Romanians; 6.6% are Hungarians; 2.5% are Roma; 0.3% - Ukrainians; 0.3% - Germans; 0.2% - Russians; 0.2% - Turks; 0.4% - others.
Literacy rate
98,8%
History
The first people appeared here already in the 3rd - 4th millennium BC. In the XIV century. formed two feudal principalities of Moldavia and Wallachia, which were conquered by the Ottoman Empire. Later, different parts of Romania were divided between Austria and the Ottoman Empire. In the XIX century. under Ottoman sovereignty, the United Principality of Wallachia and Moldavia was created. In 1877, the parliament proclaimed the complete independence of Romania, and a year later it received international recognition. The proclamation of Romania as a kingdom took place in 1881. In the First World War, she sided with the Entente. After rapprochement with the Third Reich in World War II, Romania fought on the side of Germany until 1944. Later, it signed an agreement to join the anti-Hitler coalition. The formation of the People's Republic of Romania took place in 1947. A course was taken to build socialism. After the 1989 revolution, the first free elections and the adoption of the Romanian Constitution took place. Romania joined NATO in 2004 and became a member of the EU in 2007
Credit rating
BBB
Government type
republic
Executive branch
Head of Government: President. Government: the prime minister, ministers and other members as determined by the relevant law. A candidate for the post of Prime Minister is submitted to Parliament by the President
Legislative branch
bicameral Parliament: Senate (176 seats), Chamber of Deputies (412 seats)
Judicial branch
Constitutional Court, High Cassation Court of Justice, courts of appeal, tribunals, jurisdictions
Unemployment
4.1% (2020)
GDP per capita rank
53 (2020)
Corruption perceptions index rank
45 (2021)

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