How to Register a Company in Romania: A Complete Guide by Expert Lawyers - Quick Consulting

Starting a business in Romania is an exciting opportunity for both local and foreign entrepreneurs. Whether you’re setting up a Limited Liability Company (SRL) or an Authorized Natural Person (PFA), the process requires expert legal guidance to ensure compliance with Romanian laws. As experienced business lawyers, we can streamline your company registration, handling all the necessary paperwork, registrations, and legal formalities, so you can focus on growing your business.

Key Laws Governing Company Formation in Romania

To establish a company in Romania, you’ll need to be familiar with the relevant laws and regulations, which include:

• Companies Act 31/1990 – Governs company registration and operation.
• Law No. 297/2004 – Capital market regulations.
• Law No. 26/1990 – Trade Register regulations.
• Law No. 346/2004 – Stimulation of small and medium enterprises.
• Civil Code (Law No. 287/2009) – General business law.

Understanding these laws is essential for ensuring that your company is set up in compliance with Romanian legal requirements.

Step-by-Step Guide to Registering Your Company in Romania

1. Choose a Company Name

Before you begin, you must select a company name. Your company name will be followed by the acronym “S.R.L.” (Societate cu Răspundere Limitată) for a Limited Liability Company. To ensure the name is unique, you must check its availability and reserve it with the Trade Register.

2. Prepare the Required Documents

The documents needed for registering your company include:

• Application for Registration: Available for download on the official Trade Register website.
• Annex 1 for Tax Registration: Confirms your tax registration details.
• Statement Declaration: Signed by company associates or administrators.
• Name Reservation: A document proving the reservation of your company name.
• Agreement on the Use of the Name: If your company name includes specific words (e.g., “Romania”).
• Constitutive Act: This document outlines the purpose, structure, and operations of the company.

The Constitutive Act must include the following:

• Identification details of all associates.
• The company’s main object of activity, including the specific CAEN codes.
• Share capital: Minimum share capital of 200 RON.
• Management structure: Identify the administrators, their powers, and their roles.
• Shareholding structure: Specify the distribution of shares.
• Duration of the company: The default is indefinite, but it can be limited if desired.
• Dissolution and liquidation clauses.

3. Provide Proof of Registered Office

You must provide proof of the company’s registered office. This can be a lease agreement, an ownership deed, or an agreement to use a formal registered office at a law firm. We offer this service, allowing you to use our law office address as your company’s official registered office for a one-year term.

4. Deposit Share Capital

The minimum share capital for an SRL in Romania is 200 RON. You need to deposit this amount in a special bank account for your company. The bank will issue a receipt confirming the deposit, which must be included in the registration file.

5. Submit the Documents

Once all the documents are ready, submit the file to the Trade Register. The file must be properly organized, with all documents in the correct order and certified copies included. Be aware that any mistakes or incomplete information will lead to a rejection of your file.

The registration fee is between 122 RON and 200 RON, depending on the complexity of the registration.

6. Wait for Approval

After submitting the registration file, the Trade Register typically processes the documents in 2-3 working days. Once your company is approved, you can collect your official registration certificate within one business day (after 14:00).

What Happens After Company Registration in Romania?

After your company is registered, there are several important next steps:

1. Accountant Services: Even if your business isn’t yet operational, you are legally required to have an accountant to manage your company’s finances.
2. Tax Registration: Your company will be registered with the National Agency for Fiscal Administration (ANAF) for tax purposes.
3. Business Licenses & Permits: Depending on the business activity, you may need specific licenses or permits to operate legally.

Foreign Investors: Special Considerations

If you are a foreign investor, registering a company in Romania is a highly attractive option due to its low tax rates and access to the European Union market. Our team can assist you with:

• Foreign Capital Registration.
• Tax Registration and other necessary formalities.
• Virtual Office Services: For foreign entrepreneurs who prefer not to lease physical office space initially.

PFA (Authorized Natural Person) Registration

For self-employed individuals, PFA registration is a simpler alternative to establishing a company. A PFA can be used to carry out business activities under your name.

Requirements for PFA Registration:

• No accountant required: You can manage your own accounts (entry-output bookkeeping).
• Maximum 5 CAEN codes: You may choose up to 5 business activities.
• Proof of Qualification: You must have the necessary qualifications or experience for the profession you’re operating in.

Documents needed for PFA registration include:

• Application for registration.
• Annex 1 for tax registration.
• Proof of professional premises or workplace.
• Identity documents (ID or passport).
• Declaration confirming compliance with legal conditions for the activity.

Why Choose Our Law Firm for Company Registration in Romania?

Our professional legal services ensure that your company registration process is smooth, efficient, and fully compliant with Romanian law. Here’s why entrepreneurs trust us:

• Expert Legal Advice: We help you choose the best legal structure for your business, whether it’s an SRL or PFA.
• Efficient Company Formation: We handle all the paperwork, registration processes, and legal formalities, ensuring your company is set up quickly and correctly.
• Post-Registration Services: From tax registration to ongoing legal compliance, we provide comprehensive services to support your business’s growth.
• Virtual Office Services: We offer the option to use our law firm’s address as your official company address.
• Tailored Solutions for Foreign Investors: We specialize in assisting foreign clients with company formation, tax registration, and compliance.

Get Started with Your Company Registration Today

If you’re ready to establish your business in Romania, we’re here to help. Whether you’re an individual entrepreneur or a foreign investor, our legal team provides tailored support for all your company formation needs.

Contact us today for a free consultation and take the first step toward launching your business in Romania.

• Phone: [Your Phone Number]
• Email: [Your Email Address]
• Online Form: [Link to Contact Form]

Let us handle the legal complexities so you can focus on what matters most: growing your business.