Steps to open a Romanian Company
Entrepreneurs who decide to start their own business have to follow a set of mandatory steps for registering the company with the Trade Register. Our team can offer complete services to set up a company if you need specialized assistance during these stages.
We provide a platform - LaRegistru - with which you can set up your company online.
Here are the stages of starting a business in Romania:
- Reservation of company name: For this step entrepreneurs are advised to prepare three different names.
- The choice of the object of activity: the main activity and secondary activities of the firm are chosen according to the NACE Code.
- Choosing the type of company: Entrepreneurs can set up a SRL, a SRL-D, and those who are interested in setting up PFA can benefit from a slightly shorter process than in the case of a company establishment.
- Choosing a registered office: a commodity contract or property act for space is required, as the case may be.
- Preparing the constitutive act: drafting the Constitutive Act is an important step in setting up the firm; the document will contain all company data.
- Deposit of share capital: is a step that takes place after the opening of a current account for legal entities, at a bank of your choice.
- Company registration: Completion of any other required documents and registration of the company with the Registry of Commerce within the social headquarters.
- Other opinions: In some cases, the company will need special permits or authorizations; one of our agents can help.
Choosing the name, object of activity and legal form
The first natural step to initiate an entrepreneurial action is choosing a name for society and booking it.
Our team will check for you at the Trade Registry three names, after paying the cost of a single application, to facilitate your request.
Establishing an object of main activity is mandatory, the initiator also having the option of an unlimited number of secondary objects.
In order to choose the activities, the categories contained in the NACE code should be studied with great care. We suggest you call a specialist - our team is available for this kind of advice, with every detail you need.
We recommend that you choose as many areas of activity in the company's constitutive act, areas that you think development opportunities may develop over time. Any further additions will consume two extremely important resources for any entrepreneur: money and time.
A company can operate in various legal forms. Here are the most common and used variants:
● Limited Liability Company - LLC - is the most used form of commercial company, whose social obligations are guaranteed by the social patrimony. Associates are only responsible for their contribution;
● Joint stock company - SA - is that form of company whose share capital is divided into shares. Social obligations are guaranteed by the social patrimony, and shareholders are only responsible for their contribution
● the collective company - SNC - is the type of commercial company in which the social obligations are guaranteed by the social patrimony and by the unlimited and solid liability of all the associates;
● Simple partnership - SCS - is the form of a company in which the social obligations are guaranteed by the social patrimony and by the unlimited and solid liability of all the associate associates. In this case, the liability is limited by the capital contribution.
● Share-based company - SCA - is that form of company whose share capital is divided into shares. The social patrimony and the unlimited and solid liability of the associates are used to guarantee social obligations. It should be mentioned that in this case, the associate partners only answer to the limit of their contribution.
Note: At the same time, the following two extremely important issues will be taken into account:
● choice of tax payment: income or profit;
● choosing whether or not to pay VAT
Establishing the registered office of the company
In order to establish the registered office of a company, it is necessary to conclude a contract for the registered office, renting / sub-renting or commodity between the owner of the real estate and the future commercial company. If the company operates in a block, it is important that the company's administrator obtains an agreement of the owners' association and the agreement of the neighbors. Our team can offer you headquarters hosting services, in which case this step is simplified.
Conclusion of the Constitutive Act and preparation of other necessary documents
The Articles of Incorporation will contain elements specific to each form of legal organization chosen for the company in question - elements for which our team will be at your disposal to pinpoint and explain them in detail in order for the effective functioning of the society you set up. Also, this document will contain information about the field of activity (main and secondary), the registered office and the identification data of the associates and the administrator. Associates and administrators of the newly established company will be required to sign and make statements on their own responsibility, showing that they have no criminal record and that they meet all the legal conditions necessary for the possession of these qualities. The administrator is also required to provide a signature specimen.
Note: It is desirable that the associates of a company, regardless of their type, are also administrators. In this way, they can also be employees of the respective company.
Deposit of social capital
The cash contribution to the share capital is mandatory for the formation of any form of company, and for a LLC this is 200 RON. Social capital is deposited into a bank account opened in advance at a bank of your choice. When you open your account and deposit, you will need to present your Articles of Association as well as other documents, depending on the bank's requirements.
Registration of the company to the Trade Register
Company registration (both for SA registration and for LLC registration) will be made at the Unique Office of the Trade Registry Office near the tribunal in which the company's headquarters will be located. Registration of the company will be done if the submitted documents are complete and correct. If the company receives a positive opinion, you will raise (within the specified time) the Company's Registration Certificate and the Certificate of Conformity.
In the case that some activities are necessary to obtain authorizations or opinions, they will be obtained after the registration of the company from the competent authorities.
The other steps are: submitting the Tax Registration Statement (within 30 days of setting up), obtaining a receipt (if it is required), as well as starting legal recruitment procedures.
Our team provides you with complete services for setting up a company in Bucharest. You can contact us for more details.