The decision to buy a shelf company in Romania can be a suitable one for investors looking to start their business operations as fast as possible. Our Romanian company incorporation experts can help you buy a ready-made company.
| Quick Facts | |
|---|---|
| Legal entities available for a shelf company in Romania |
Private limited liability company (SRL – Societate cu raspundere limitata) |
| About 10 days | |
| Types of features it includes (corporate bank account, VAT number, etc)
|
Bank account (only in some cases) VAT registration is after the purchase in most cases (above a certain threshold or voluntarily) |
| The advantages of a shelf company |
Good business image through the age of the business (incorporated for more than 1 year in most cases) It has no debts/obligations, no bad credit It is credible for both clients and partners Can access corporate funding more easily given its age and good history Business activities can commence as soon as the ownership transfer is complete
|
| Appointing new directors (yes/no) | Yes |
| Capital increase allowed |
Capital changes can be made through a shareholder’s resolution once the new owners take control over the business |
| Certificate of no commercial activities |
Upon request |
| Modify the objects of activity | Yes. A company in Romania can have several secondary economic activities |
| Participants in the purchase procedure | The buyer (natural or legal person, foreign or national) and the seller (in most cases another corporation in Romania) |
| The cost of buying a shelf company in Romania | Can start at 3,500 EUR |
| Documents necessary for the purchase |
Identification documents for the new company owners (valid travel document, incorporation documents for legal entities), the amended corporate documents for the purchased company, other documents as needed |
| Taxes applied to a shelf company in Romania | 16% standard corporate income tax rate 1% tax on revenue for micro companies (subject to conditions) 21% standard value added tax, 11% reduced rate other taxes, such as the dividend tax and social security contributions for employers |
| Changing the registered address (yes/no) | Yes |
| Aged shelf company available in Romania (yes/no) | Yes |
| The institution where corporate changes are registered in Romania | National Trade Register Office |
| Post-purchase name change | Possible, subject to name availability |
| Post-purchase capital increase | Yes, following the general steps for increasing a company’s capital. |
| Taxes for shelf companies hiring employees | Social security contributions, and others as applicable in Romania |
| Special licenses for the Romanian shelf company | According to the industry in which it will activate |
| When to apply for the license | Before starting the licensed activities |
| The shelf company has special permits/licenses upon purchase | Not usually |
| General licenses required, in addition to industry-specific ones | According to law; for example, companies are asked to obtain permits for installing neon business signs. |
| Assistance for license application | Upon request |
| License renewal for Romanian companies | According to law; our team can provide the needed assistance. |
| Shelf company annual reporting | Annual filing |
| Accounting standards for shelf companies | Romanian accounting standards (in compliance with relevant EU directives). |
| Considerations for foreign investors | No special rules apply |
| Reasons to purchase a company in Romania | Attractive taxation regime, lower business costs compared to other EU countries. |
| Why work with us | We are an experienced and dedicated team of company formation specialists. |
| When to contact us | As soon as you decide to purchase an existing company in Romania, or register a new one. |
What is a shelf company in Romania?
A shelf company in Romania is a ready-made company that was set up in advance by an agent, and it is ready for use by those who have a business plan and require a legal entity to engage in economic activities.
What are a shelf company’s advantages?
When you buy a shelf company rather than open a company in Romania, one of the most important advantages is the fact that you save the time required to register the new legal entity. This includes both the pre-registration commitments (such as preparing the documents) and the time required to register the business (occupied by the various submissions to the Romanian authorities).
A ready-made company offers a number of advantages. Our incorporation specialists summarize some of the most important ones below:
- You can have it in approximately 48 hours if your business is urgent and you need a contract immediately
- Your clients might have more trust in an older company than in a brand-new one
- Suppliers are also keener to negotiate and work with older companies rather than brand new ones
- Investors might also be more keen to work with a company that has been existing for a while
- You get access to investment capital
- If you are not so creative or inspired, you won’t need to worry about the name of the company
- Having a VAT number will save a lot of your time.
The following infographic lists the main characteristics of this type of company:
What do you get when you purchase a shelf company?
The following are provided upon the successful conclusion of the purchase:
- Certificate of incorporation
- Share transfer forms
- Certificate of non-trading
- Minutes and register of members
- Printed copies of the memorandum and articles of association
- Combined register and share certificates
When is it preferable to buy a shelf company in Romania?
You may choose to buy a ready-made company (without trading history and/or debts) in lieu of starting the process to open a company in Romania in some of the following cases:
- You are a non-resident who requires quick access to do business in Romania;
- You are an investor interested in working with clients who favour collaborations with Romanian companies that have proven market longevity;
- The option you find for a shelf company in Romania is a good match for your intended business needs (in terms of business form, object of activity, or even the company name, at least to a certain degree);
- You already provide services in Romania through a different legal entity and are now ready to expand or require an additional corporation to do business.
We invite you to watch a video about shelf companies in Romania:
Can you change the particulars of a ready-made company in Romania?
Yes. The new owner(s) can make significant changes to the legal entity once it changes ownership.
The first change that is implemented in the company’s particulars is reflected in the transfer of ownership. When this is complete, the name(s) of the company’s shareholder(s) and manager(s) will change, and these changes will be filed with the National Trade Register Office.
Other changes you may opt for when you buy a shelf company in Romania include:
- Registered office change: you may choose a different address that will be used as the company’s registered office. Please keep in mind that this must be based in Romania and it can be different from the company’s operational headquarters;
- Shareholders and directors: you may add new shareholders, and you can appoint a company director of your choosing;
- Capital increase/decrease: changes to the company’s capital can be made accordingly;
- Name change: the company’s name can be changed, pending approval for its use. Name checks can be made in advance, and the procedure is overseen by the National Trade Register Office;
- Object of activity modification: a Romanian company must have at least one main object of activity (according to the NACE classification) and other secondary objects of activity. There are no formal requirements on the number of the latter; however, for most companies, these will be somewhat related.
Any change to the company’s particulars is filed with and approved by the National Trade Register Office. It is not possible to legally make changes to a purchased shelf company without formal notifications to the authorities (and the subsequent publication of such changes according to due process).
Some ready-made companies come with a bank account. In all cases, bank changes brought to the company make it mandatory for the new company owner to be present in Romania in order to sign the required documents.
How much does a shelf company cost?
Our team offers ready-made companies with prices starting from 3,500 EUR.
The final cost for a ready-made company is influenced by factors such as its fiscal regime, the level of activity (if any was recorded), and bank account (if the company has one).
How long does the transfer process take?
You can expect about ten days for the transfer process.
Do you offer other services with your shelf company packages?
Upon request, we can provide bank account opening solutions and VAT registration.
How is a shelf company taxed in Romania?
Our team lists the main taxes for companies below:
- 16%: the corporate income tax rate applicable to resident companies, as would be the case for shelf companies;
- 1%: the rate on revenue applicable in case of micro-enterprises;
- 21%: the standard value-added tax rate; a reduced rate of 11% applies for certain types of goods and services.
For any further details or information, please do not hesitate to contact us.
by Cristian Darie