Experience since 2003
Basic type of legal private entities are:
- P.F.A. | Persoană Fizică Autorizată - Private small professional type.
- S.R.L. | Societate cu Răspundere Limitată – Limited companies (LTD)
- S.A. | Societate pe Acţiuni - Societes Anonymes
A foreign investor is interested in forms such as SRL & SA - LTD and SA. These two types of companies have important differences which are the following:
| Type | LTD | SA |
| Capital (min) | Opened sum - usually 200 LEI RON ~ 45 € | 90.000 LEI RON ~ 20.300 € |
| Exclusion of a shareholder | Yes | No |
| Number of shareholders | 1-50 | 2+ |
| Dissolution | Even one shareholder can blocked the procedure | Majority has the absolute right for dissolution |
Usual type of companies in Romania are LTD's and even preferred by major multinationals such as IBM Romania, Hewlett-Packard HP Romania etc.
SRL – LTD | Establishment procedure
The procedure to establish a LTD company in its basic is simple and generally only 2 state agencies are involved:
A. National Trade Register Office
- Verification and reservation of company's name.
- Approval of legal address.
- Approval of shareholders and administrator(s).
- Submission of all supporting documents and final approval for the establishment of the company.
With the approval of the establishment by the National Trade Register Office, the new company receives a Tax Identification Number (CUI) and a European Commercial Registration Number (EUID), in order to proceed to the next steps in the Tax Office.
B. Tax Office
Registration and inclusion in the VAT regime and in the European intra-Community trade system VIES.
The process step by step in details:
1rst Step
Selection of 3 names for the company, which are submitted to the National Trade Register Office to be approved the first in order of preference.
2nd Step
- Signing a rental contract for the legal address.
- Deposit of share capital in the bank in the name of the company.
- Drafting of the company's articles of association, which includes all the details of the shareholders, responsibilities, operating procedures and codes of activities, basic and secondary, according to the official list (CODE CAEN) of Romania.
- Various certificates and statements (eg a solemn declaration that the trustee has no debts to state or private legal persons in Romania) and simple copies of the identitity cards or passports of the shareholders.
- Filing the file in the National Trade Register Office.
- Application to enter to normal TVA regim (to the additional Tax Office parallel with establishing procedure)
3rd Step
- Receipt of the approval of the establishment from the National Trade Register Office in 1-2 working days.
- Receipt from the National Trade Register Office of the official certificate of establishment with the Tax Identification Number of the company and the Registration Number.
- Activation of bank accounts in LEI & Euro or any other currency.
4th Step
TVA application approval - admission to Vies.