1. The steps needed to be taken in order to establish a new Limited Liability Company in Romania remotely.

In order to register the company at the Trade Register Office in Romania the client must provide the following information:

  • The name of the new company (The name of the company must be requested in advance from the Trade Register Office);
  • the address of the registered office of the company;
  • identification data of the associates/shareholders (copies of identity documents);
  • identification data of the administrator/administrators and their powers (unlimited or limited according to certain criteria);
  • object of activity (the concrete activities that the companies will carry out in Romania);
  • the amount of the share capital.

Any LLC incorporated according to Romanian laws may have:

a) One shareholder: either a company or a natural person – 100% of the share capital;

b) More shareholders: either two or more companies or one or more companies and one or more natural persons; in this case, the share capital contribution shall be split – e.g. 50% – 50%, 10% – 90% etc.

Every company must have one or more administrators. The administrator will always be a natural person who can be at the same time one of the company’s shareholders.

It is important to know that natural or moral persons (companies), who are already shareholders in other companies (100% of the share capital), can’t act as sole shareholders in a new company.

  1. Necessary documents

2.1. Documents concerning shareholders:

a) If the shareholder of the new company is a moral person /company we need the following documents:

  • The certificate of registration of the company (in original or a legalized copy with apostille);
  • An extract from the trade registry (in original or a legalized copy with apostille);

If the associates of the foreign company are moral persons, we need the same documents from them too.

  • Letter of good standing issued by the Bank (in original) which mentions the fact that the company hasn’t registered debt and had a good collaboration;
  • An authentic statement, signed in front of the notary or in front of the official from the Embassy, on own responsibility that the company fulfills the conditions to be associate in the new company (we need the original);
  • An authentic statement, regarding the real beneficiary of the amounts obtained by the company (in original);
  • Several special forms requested by the Trade Register that we will fill in (will be sent by mail, printed and signed and then sent to us, because we need the original for the Trade Register)

b) If the shareholder is a natural person, we shall need the following documents:

  • Identity Card (or passport);
  • Several statements to be signed in front of the public notary (we shall prepare the drafts of such statements)

If the shareholder is not in Romania, he/she shall sign these statements in front of a public notary from his country. The client has to provide us with the original copies that shall be translated in Romanian.

2.2.  Documents concerning the administrator(s):

  • Identity Card (or passport);
  • Several standard statements (statutory declaration, statutory declaration regarding the new registered office, specimen signature form, who is the real beneficiary of the amounts obtained by the company etc.) We shall prepare the drafts of all these statements; they are all special documents requested by the Trade Register Office.

If the administrator is in Romania, he/she shall sign these statements in front of a public notary in Romania; if the administrator is not in Romania, he/she shall sign these statements in front of a public notary from his country. The client has to provide us with the original copies that shall be translated into Romanian.

  1. Share capital

For a limited liability company, the minimum share capital is 200 Lei (approx. 45 Eur). The share capital must be deposited by the associate(s) or by the person appointed the them through a special power of attorney in a special account opened at any bank in Romania, called ‘’share capital account’’.

  1. Special authorisations

Depending on the object of activity to be carried out, we will be able to tell you in particular whether special authorisations are required. In general, it is not necessary to obtain certain permits in advance, but the law establishes exceptions for some types of activities.

  1. Estimated duration of the procedure

As for our work, as soon as we we receive all the necessary information and documents (including the translations of the documents), we deposit the file at the Trade Register, where it usually takes 3 days to obtain the authorisation of the company.

  1. Costs for the incorporation of the company

The costs for the incorporation of the LLC include:

  • Our legal fee for drafting all the necessary papers and depositing the file in order to register the new company at the trader register and pick up the documents from the trade register.
  •  The fee that has to be paied at the Trade Register for the incorporation of the company.
  •  The fee of the translator, which depends on the number of pages translated.
  •  The fee of the notary for the legalization of the translations, calculated by the number of pages.
  1. Headquarters of the company

It is necessary inform us regarding the complete address of the headquarters of the new company, a rental or commodate contract it is needed in order to be deposited at the trade register.

If you prefer that the headquarters of the company to be established at our Law Office, please bear in mind the following:

  • according to the applicable law, you can’t establish your headquarters at a Law Office for more than 1 year;
  • the establishment of the headquarter of the lawyer’s office is permitted only for office work not for performing the activity of the company mentiond in the Incorporation Addendum.
  1. New (Romanian) company vs. branch (of a foreign company)

In the case of the establishment of a branch the necessary documents are almost the same documents as for new company, with 2 major differences, it requires to be deposited at the Trade Register:

  • The instrument of incorporation and the statute of the foreign professional, if contained in separate documents, together with any amendments to these documents or the updated instrument of incorporation, original or certified copy and the translation carried out by a authorised translator whose signature is legalised by a public notary.
  • In the case of branches of professionals from States which are members of the EU, the accounting documents of the foreign economic operator, as drawn up, audited and published in accordance with the law of the Member State governing the abroad.
  1. When new company needs VAT registration?

VAT registration is required at the time when the company’s receipts reach the threshold of 300,000 lei/65.000 Euro in one year.

  1. When the accountancy services are required? Is there any annual reporting?

There is no legal provision that determines the time from which accounting services are required, this depends on the knowledge of each person.

Immediately after the company is set up, it is necessary to submit to the IRS (ANAF) a statement containing the estimated income and expenses.

The following year it is necessary to submit a statement for the previous year that includes the actual income and expenses made.

If you want we can recommend you an accountant in Romania.