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Limited Liability Company Romania - SRL

The SRL is the Romanian equivalent of the limited liability company. It is one of the most commonly used business forms in the country and it offers unique advantages, among which a low minimum share capital and a low taxation regime, especially when opting for the micro-company taxation regime (for qualifying small companies).
 
In this article, our team of company formation experts describes the main characteristics of the limited liability company, the incorporation steps and registration requirements.
 
We are a team who is ready to answer any questions about SRL incorporation as well as any other questions that are related to opening or managing a company in Romania.

A limited liability company is a business entity established by maximum 50 associates. The business relies upon the foundation documents. In order to establish a SRL Company in Romania clients must know from the start that the registered capital of a limited liability company cannot be less than 200 RON. The registered share capital of a limited liability company is usually split into social parts/shares with a registered value of minimum 10 RON each. If choosing to set up SRL in Romania individuals should be informed that the law forbids the shares of these corporations to be involved for loans or other banking operations. Shares cannot be freely exchanged, making limited liability companies more or less like private companies in other countries.

For all persons interested to open SRL Romania it is important to know that Limited liability companies may be formed by only one individual as well.

The law stipulates that resolutions are made by mainstream ballot in the General Meeting of the Shareholders (each share represents one vote). Decisions regarding adjustments in the articles of association must be accepted by all shareholders unless these documents do not mention something else. Concerning the process to set up SRL in Romania, we shall mention that at least one Manager should be assigned in the articles of association contract; this is the same person who is also responsible for the management of the company.

Romanian SRL incorporation steps

 
Investors who wish to open a Romanian limited liability company, the SRL, need to follow a number of key steps. We summarize these below:
 
  • Reserve the company name: each company is required to have a unique name; investors can reserve a preferred name (if available) for 3 months with the possibility to extend this period;
  • Determine the company’s objective: the SRL will have one main company objective, as per its corresponding NACE code, and as many secondary ones as the investors see fit;
  • The company’s office and capital: each SRL needs to be based at an address in Romania, the address will be public; it must also have a minimum share capital;
  • Draw up the constitutive documents: the company is established based on its Articles of Association, the documents that include all the aforementioned details as well as details about the shareholding structure and the shareholder’s personal details;
  • Register the company: once all the documents are complete (the constitutive documents and others) the company can be registered with the National Trade Register Office; it will then receive a Trade Register number and a unique registration code.
 
Our team can assist investors throughout each of these phases. Read below more about the process and contact us for personalized assistance.
 

Documents Required to Set up SRL Romania


Nowadays most Romanian corporations, regardless of the nationality of their owners are limited liability companies SRL (Societate cu Raspundere Limitata).

In order to incorporate a SRL Company in Romania the following documents and information are required:
 
•    the shareholders' personal information: full name, place and date of birth, residence and nationality;
•    the general manager responsible for the management and running the company, individuals or legal persons;
•    the company's name and registered office;
•    the nature of the business in which the proposed company will be engaging in, specifying the principal field of activity and secondary commercial activities;
•    data regarding the percentage of profits and deficit for each associate/shareholder;
•    the information referring to the subscribed registered capital by each shareholder, the number and nominal worth of shares, the number of shares subscribed to each shareholder for his/her part;

SRL mandatory registration

The company must have, through the administrator's responsibilities, an associate's register, where there will be written, name and surname, home address or headquarters of each associate, each associate share of the subscribed capital, social parts transfer or any other change regarding all of the above.

Administrators are directly and personally responsible for any damage that occurred by not meeting the provisions regarding the register of associates. This register can be controlled by associates and creditors.

Also, the following registries are mandatory:

-    The Unique Control Registry – found at ANAF
-    The Tax Evidence Registry (If the company is a profit taxpayer) – found at ANAF
-    REVISAL (employees evidence registry) – if it has employees – electronic format, the username and password are obtained from ITM


Associates and Constitution


Limited Liability Company (SRL) is regulated by Law 31/1990 and it can work with one to 50 associates that only answer up to the subscribed share capital. The associates can be either individuals or juridical entities. Either one of the entities can only be a unique associate in only one SRL or a limited liability company cannot have as a unique associate another limited liability company, the unique associate can be an employee of the company in which it is a sole associate.

This type of company can be opened through status and company contracts. Both of them can be written under one document, known as the constitutive act. The authentic form of the constitutive act is mandatory when amongst the subscribed assets as a contribution to the social capital is found a building. The parties who signed the constitutive act, as well as individuals with a determinant role in constituting the company, are considered founders. Persons that, according to the law, are incapable or have been condemned for felonies against the patrimony by disregarding trust, corruption offenses, embezzlement, fake offenses in documents, tax evasion, offenses provided for by Law no 656/2002 for preventing and sanctioning money laundry, as well as implementing measures for preventing and fighting terrorism acts, republished, or for felonies provided for by the current legislation.

The social capital of an SRL cannot be smaller than 200 lei and will be divided into equal social parts, that can’t be smaller than 10 lei. The social parties cannot be represented through negotiable titles. The limited liability company must fully bear the subscribed share capital at the date of the constitution.  For the SRL with a unique associate, the value of the capital in nature will be set based on specialized expertise.

The company is the juridical person from the registration date into the commerce registry. The enrolment is made in 24 hours from the pronunciation of the delegated judge decision through which the enrolment of the company is authorized. The delegate judge’s conclusions regarding the enrolment in the commerce registry are enforceable and are only subject to appeal. The appeal deadline is 15 days and starts from the pronunciation date of the conclusions for the parties and the date of the conclusion publishing.  
 

SRL management and control

The associates’ decisions are made in the general gathering. Through the constitutive act, the voting can be set to be made by correspondence as well. The general gathering decides through the vote representing the absolute majority of the associates and the social parties, except the case in which the constitutive act provides otherwise. For a decision regarding changing the constitutive act, all associates' votes are necessary, except in the case where the law or the constitutive act provides otherwise.

The general gathering of the associates has the following main obligations:
 
-    To assign administrators and censors, repeal /dismiss and discharge them of their activities, and also decide contracting a financial auditor, when this is not mandatory, according to the law
-    To approve the annual financial situation and set the net profit split
-    Modify the constitutive act (if it provides the right of the associate to withdraw if not agreeing to the changes brought to it)
-    Decide suing the censors or administrators for all damages caused to the company, assigning the person in charge to exercise the task

Administrators are obligated to ask for a general gathering at the social office at least once a year, or any time necessary. An associate or a number of associates, that represent at least one-quarter of the social capital, will be able to ask for a general gathering by showing the purpose of this meeting. The convening of the meeting will be made as provided in the constitutive act, and in the absence of special disposal, through a registered letter, at least 10 days before the set date, by showing the agenda for the day.

A limited liability company cannot release bonds. Social parts can be shared between associates and the transfer to outside individuals is permitted only if it was approved by associates representing al list 3 quarters of the shared capital. The transfer of the social parts can operate, in the absence of opposition, at the expiration of the 30 days term, and if there was an opposition, at the date of its dismissal. Transferring the social parts must be registered in the commerce registry and in the associates’ register of the company. The transfer takes effect towards third parties only after the registration in the commerce registry. The act of transferring social parts and revised constitutive act with the identification information of the new associates will be submitted to the commerce registry office in order to be revised and registered.

The taxation of a limited liability company in Romania

 
The taxation regime is one of the most important aspects taken into consideration by investors who open a limited liability company in Romania. The following list includes some of the most important taxes for companies:
 
  • 16%: the corporate income tax rate applicable to the company’s worldwide income;
  • 5%: the withholding tax rate on dividend payments to non-resident companies;
  • 16%: the withholding tax rate on interest, royalties and technical services fees payments to  non-resident companies;
  • 0%: the withholding tax rate on dividend payments in case of resident companies;
 
Romania has signed more than double tax treaties that can reduce the withholding tax listed above.
 
Companies in Romania that carry out transactions that fall under the scope of the value added tax are required to register for VAT purposes once they exceed the 300,000 RON threshold. Those companies that do not exceed this amount are subject to a VAT exemption regime, however, they may still opt to register voluntarily. The VAT rates applicable to a SRL company subject to this tax are the following:
 
  • 19% the standard rate applicable to many types of goods and services;
  • a reduced rate of 9% applicable to certain services;
  • a reduced rate of 5% applicable in case of hotel and accommodation services, restaurant and catering services, medicines, food (not including alcohol), transport services, the intra-community supply of goods, and many others;
  • certain categories are exempt from value-added tax, including education, certain banking, and financial operations, education services, and medical services.
 
Other taxes for limited liability companies include the social security contributions and the payroll tax when that said company has hired employees. A special taxation regime is in place for qualifying micro-companies, with a reduced tax rate of 3% or 1% depending on whether or not that company has employees. You can find out more about the micro-company in this article.
 
Our team of company formation experts can help you open a SRL in Romania. We provide tailored company formation services for local and foreign investors as well as representation in front of the Romanian authorities through a power of attorney for those investors who cannot be present in the country during the entire company formation process.
 
We assist our clients throughout all of the company formation phases, starting with complete counsel for choosing the legal form, followed by preparing the incorporation documents and making the needed submissions as well as assisting new business owners in applying for special permits and licenses.
 
Contact us for more information. We can help you start a limited liability company in Romania.

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