Company registration in Romania - Quick Consulting

Registration LTD (SRL in Romania)

Company registration in Romania is done in the trade register by creating a file with all the necessary documents and forms. The conditions for setting up a company are governed by the Companies Act 31/1990.

Other relevant laws are:

Law No. 297/2004 on the capital market
Law no. 26/1990 Registry of Trade Register
Law no.346 / 2004 on the stimulation of the establishment and development of small and medium enterprises
O.G. no. 51/1997 regarding the leasing operations and the leasing companies
Civil Code – Law no.287 / 2009 (extract)

Steps to set up

Before setting up your company, you need to think about three variants for the name of the company; check the availability and book it at your online trade register. The name of the company will be followed by the initials “S.R.L.”

When you go to the trade register desk; in addition to the county court where your business will have its registered office, you must have the complete file.

The documents required for registration in the trade register, the authorization of the operation and the tax registration of the limited liability company; (also valid for the company in a collective name and in a simple partnership):

1.Request for registration – is a form that can be downloaded from the onrc site; or it can be taken from information from the Trade Register building
2.Annex 1 on tax registration
3.Typical Statement Declaration that can only be signed by Associates or Administrators; as the case:
4.Reservation of the company name
5.Agreement on the use of the name (where, for example, it is necessary to use the word “Romania”)
6.Statement on the sole responsibility of a single associate
7.The constitutive act that includes the company contract and the statute. Founders may not be incapable or have a fiscal record.

The constitutive act or only the statute for the limited liability company shall include:

a) identification data of associates; Simplified partnerships will also include limited partners;

b) form, name and registered office – which can be anywhere in the country without affecting the company’s activity;

c) the object of activity of the company, specifying the field and the main activity; any CAEN codes may be added at no additional cost; for activities requiring prior authorization or additional conditions are required; the file will be rejected for failure to comply with those conditions at the time of filing the file; so if you do not perform those activities better do not enter those CAEN codes. For example, in the case of an accounting firm, the administrator must be an accounting expert CECAR member.

d) the share capital, mentioning the contribution of each associate, in cash or in kind, the value of the contribution in kind and the way of evaluation. Limited liability companies shall specify the number and nominal value of the shares; as well as the number of shares attributed to each associate for his or her contribution;

e) associates representing and managing the non-affiliated company or managers; their identification data, the powers they have been granted and whether they are to exercise jointly or separately;

e1) in the case of limited liability companies, if they are appointed as censors or financial auditor; the identification data of the first censors, respectively the first financial auditor;

f) the share of each associate in benefits and losses;

g) secondary offices – branches, agencies, representations or other such units without legal personality; when it is established with the society, or the conditions for their subsequent establishment; if such an establishment is envisaged;

h) the duration of the company; it is best to put unlimited duration in time unless you have other interests.

i) the dissolution and liquidation of the company.

9.Accidence attesting the right to use the space (the contract for rent or rent) Attached the space act (purchase contract, concession, etc.).

Social headquarters

A formal social office can also be used at the law firm. A legal assistance contract is made for a maximum of one year; legally can not. But after one year you can move your headquarters to another law firm for another year. This formal headquarters is formal; in the sense that it is used only for receiving correspondence; no one offers and spits

A formal social office can also be used at the law firm. A legal assistance contract is made for a maximum of one year; legally can not. But after one year you can move your headquarters to another law firm for another year. This formal headquarters is formal; in the sense that it is used only for receiving correspondence; no one offers real space. Company documents do not necessarily have to be in the registered office in case of control. No law obliges societies to do so; nor is there an advantage if the company’s documents are found at the headquarters. Together with the legal assistance contract for hosting a registered office, the decision to appoint a lawyer is also needed.

10. Evidence of depositing the share capital at any bank in Romania. The constitutive document together with the proof of the name reservation is presented to any bank for the opening of a share capital account. After the account is opened, the money is deposited (minimum 200 lei) and the receipt is filed.

11. Identity cards or passports of associates and administrators.

12. For foreign citizens, two extra forms (foreign capital and tax vector)

Information

The file is filed in a file with the file itself. In the file the documents must be in the order accepted by the trade registry and numbered; from the beginning to the beginning. Copies of documents must be certified. Any mistake in the file will be rejected (missing letters, if you do not check something in the form, etc.). After filing the file you have to pay a fee of £ 122. The day after filing, the file is resolved. The third day can be released after 14:00 until 16:30.

After setting up the company, you are required to have an accountant holding your company account even if you do not have activity.

PFA registration

When setting up a PFA, you need to take into account some aspects. It is NOT mandatory to hire an accountant; you can have an entrybook output. You may not write more than 5 CAEN codes when declaring your activity. You must have a diploma in the exercise of the profession that you will exploit through the PFA created. You will need proof of experience in the field. PFA can not host its registered office at the law firm.

Application for registration
Annex 1 on tax registration
Typical declaration on the ground that he / she does not work at the headquarters; secondary or off-site offices, model 1; or attesting the fulfillment of the legal conditions of operation provided by the special legislation; in the sanitary, veterinary, environmental and occupational safety (model 2)
Identity card or passport to the PFA holder
Declaration on your own responsibility regarding the fulfillment of the legal conditions for carrying out the activities as an authorized person
The document certifying the right of use on the professional premises / workplace; – any legal act giving the right to use and / or attesting to the special affection of the space; in a photocopy certified by the Holder for compliance with the original;