Shelf Company 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. An important advantage of the shelf company is that all the procedures to register a company in Romania have been completed in its case. The ownership transfer can be handled upon request by our local team of specialists. Read the article below to find out more about the features of this type of company and its advantages for investors in Romania.
| Quick Facts | |
|---|---|
| Legal entities available for a shelf company in Romania | Private limited liability company (SRL – Societate cu raspundere limitata) |
| Time required for purchasing the company | 1 month for companies with no history 2 months or more for companies that require a complex due diligence procedure |
| 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 | 10,000 EUR – 200,000 EUR and more for businesses with a recognised brand |
| 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% or 3% tax on revenue for micro companies (subject to conditions) 19% standard value added tax, 5% or 9% reduced rates 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. |
We deliver a comprehensive catalogue of Romanian ready-made companies that were formerly registered by us. If needed, we can also change the name of the company, office address, main object of activity, and other information in the company’s articles of association.
Why should you opt for a shelf company?
A ready-made company offers a number of advantages. We 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 summarizes the characteristics of this type of company:
What do you get when you purchase a shelf company?
- 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
Purchasing a ready-made company involves several important aspects that basically expose business interests to various interpretations. Opting for such an alternative means saving some time, which proves crucial when trying to conclude pressing transactions. Choosing one of the off-the-shelf companies in Bucharest that we offer for sale comes with a series of privileges such as promptitude, longevity and a solid background.
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).
Another great benefit when deciding to buy a shelf company in Romania, through our firm, regards the possibility of requesting an expert’s opinion emphasizing legal aspects related to the normal development of your 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?
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.
For the purpose of simplifying the process of incorporation for a shelf company, these legal entities can be incorporated by using a virtual office. The buyer can opt to keep it this way, or he can change the company’s registered address. Do note that the registered address is the one formally included in the company’s incorporation documents and it is used for official communications, such as letters sent from the Romanian authorities. The shelf company can run its activities from a different location, which is also specified in the National Trade Register Office information (and it is publicly available in the Trade Register extract).
An important condition is for the newly chosen name to be available for use. This can be verified with the National Trade Register Office or, more simply, through one of our agents who specialize in company formation in Romania.
Do keep in mind that the company’s trade name and the brand name need not be the same. The brand that you build in Romania can be based a different concept than that of the actual legal entity’s name through which you conduct the business. The trade name (the one registered with the Trade Register) is linked to the company’s unique registration number and it will be the one shown on the Trade Register Extract or when an individual performs a company search. It will also be the name included in the invoice, however, the brand name can be used for your webpage or social media accounts and it can be a different one (especially if the same name is not available for registration in Romania).
You can reach out to our Romania company specialists if you have questions about how you can implement the desired changes after you purchase a shelf company. We can help you not only choose a suitable ready-made corporation, but we can also help you open a company if this is more suitable to your business needs.
How is a shelf company taxed in Romania?
Once the company purchase is complete and the company starts trading, it will also need to comply with the ongoing requirements for taxation and reporting in Romania. The country has a low corporate income tax rate, compared to other countries in Europe, and an even lower rate for qualifying micro-companies.
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% or 3%: the rate on revenue applicable in case of micro-enterprises; the 1% rate applies when the said company has at least one employee;
- 5%: the withholding tax rate on dividends paid to non-resident companies; can be reduced under a double tax treaty;
- 19%: the standard value-added tax rate; two reduced rates of 5% and 9% apply for certain types of goods and services.
Our team can give you more details about the micro-company regime, as certain conditions apply and can be subject to change (for example, the company’s annual turnover).
Romanian companies are expected to file quarterly corporate income tax returns. The annual corporate income tax is declared by the 25th day of the third month following the end of the tax year.
Apart from the taxation and reporting requirements, Romanian companies also need to apply for and obtain special permits and licenses, as may be the case in the business field in which they operate. These include, among others, the permits issued by the Department of Public Health.
When is it preferable to buy a shelf company in Romania?
As stated throughout this article, a shelf company in Romania offers important advantages, however, these are most notable in the case of investors who wish to start trading as quickly as possible. Depending on your company’s profile and intended activities, this may be the preferred method of entering the Romanian market.
In summary, 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 operating 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.
Alternatively, investors who are entering the market for the first time and are interested in building a certain brand and business image in Romania may find it more suitable to open a new legal entity, often in the form of a private limited liability company.
Our team can analyse your business goals and propose a solution that will suit your plans for entering the Romanian market.
For any further details or information, please do not hesitate to contact us.
by Cristian Darie