The first steps to setting up a SRL company in Romania
Setting up a SRL-type of company (Societate cu Raspundere Limitata – Limited Liability Company) in Romania is the easiest choice you could make to start your business in the country, but in fact the entire process is not a really easy one. However, it can be done fairly fast if you know what to expect. From the moment you start to gather the needed documents and until the entire file is accepted at the Trade Registry, a couple of weeks may pass by. But when your submission is accepted, it will only take a few days to get your certificate. See what documents you need and what you should expect during the process.
By Romania Business Insider
The first step is to reserve the company name and/or the logo – this will require you filling in the reservation form (Name reservation and Logo reservation) and submit them to the Trade Registry office. The same day the Trade Registry will issue a certificate stating the chosen name was reserved – it is valid for three months.
Then you will need the statutory documentation: the by-laws, for limited liability companies with a sole shareholder, the by-laws and the company's articles of association, either as distinct documents, or, based on the option expressed by the shareholders, as a single document, under the name of constitutive act. These will be issued by a public notary, a lawyer, or a legal counselor.
The next step is to create the company's social capital and receive the banking document which confirms sufficient funds in the bank deposit. The minimum social capital is of RON 200 (the equivalent of around EUR 50).
You will also need the fiscal records for all the company's associates (shareholders; for a SRL company the shareholders are named associates) and for the legal representatives. The fiscal records are issued by the Fiscal Administration in your county/city of residence or in the county/city where the firm will be registered and headquartered. These records will be valid for 30 days.
If you are not a Romanian resident and you are not registered with the Romanian fiscal authorities, you will have to state your own responsibility saying you are not in fiscal debt. This should be submitted in original or in certified copy and sometimes it may need to be accompanied by a notary certified translation.
You will also need to submit the proof for the firm's headquarters (sediu social) – either you or another associate owns it, you have rented it and you received it for free use. Show copies of the contracts certifying your rights to use the space. If the headquarters are in an apartment in block building, you will need the signatures of the neighbors with whom the apartments shares a wall and the consent of the owners' association in the block. The official form to get those signatures is here - Owners association signatures form
Make sure you have copies for the ID cards or passports of the firm's associates/shareholders.
It is also very important to have fiscal stamps – they don't cost much (RON 1 each) but they're hard to get and while you might be lucky to find two pieces sold by individuals in the Trade Registry headquarters, if you don't have these stamps they'll reject your file.
Fill in the registration request form (here Registration request form) and the annex about the fiscal registration (download from here Fiscal registration annex), plus the annex about the foreign investment, if it applies (official form here Foreign investment annex) You need to choose the activity codes (called CAEN codes) for the activity/activities you plan to carry through the firm. The official list of CAEN codes can be found here.
These forms you will submit are all in Romanian only, so if you don't speak Romanian, you will need somebody to help you with the translation - maybe your local associate in the firm, if you have one.
What to expect at the Trade Registry in Bucharest
You will have to wait long minutes (sometimes even hours) queuing. The system is not really well organized and you will have to ask the other people waiting there who is the last person in line and how many people are ahead of you to estimate how long you will have to stay there. There are many clerk desks for submitting files at the first floor of the building, but on an average day you would still need to wait around half an hour. Once you get to the clerk's desk, they might ask you to bring extra documents, so you will have to stand in queue next time you come with the new documents. When they accept your file, you will also have to pay the required taxes, based on the documents you are submitting. You will receive the calculation on the spot and will have to pay the taxes at the pay desks located on that floor.
Based on these documents the Trade Registry will issue a certificate with the unique code of fiscal registration, court registration, publication of notice, and registration for statistical purposes and social security. It should take around three days to receive these. But beware of the delays which can occur before the Trade Registry actually accepts your file – you might need to bring extra documents or re-do the ones you have if they were not filled in correctly.
To authorize the company activities, the company must submit only an affidavit form duly signed by the shareholders and associates or directors, stating, as the case may be, that the company will not carry out any of its declared activities at its main or secondary headquarters for a period of a maximum of 3 years or that is in conformity with the legal operating requirements prescribed by the specific legislation for its contemplated object of activity.
The fiscal registration form you have submitted to the Trade Registry is automatically sent to the Fiscal authorities, which register you as a VAT tax payer, is it's the case. You can also ask to be extemtp form the VAT payment. You will receive a separate certificate with the VAT number and the start date for VAT purposes.
Within 30 days from the company's registration the new company must file the tax registration form with the Finance Ministry in order to register as a tax payer and social contributions payer. We will cover these topics in another piece of advice.
Below are some useful contact details for the Trade Registry in Bucharest:
Main headquarters (and the place to submit files for companies registered in the Ilfov county)
74 Unirii Blvd., sector 3, Bl. J3B
004021. 316.08.17; international relations: Rodica Balaci, telephone: 004021.316.08.12
The Bucharest Trade Registry
No. 1 Intrarea Sectorului (close to Muncii quare) 004021.316.08.28
Program: 8,00 to 16,00, Monday to Friday
To get the addresses and telephone numbers for the Trade Registry in other Romanian counties, go here.