How to register a company in Romania: step by step

How to register a company in Romania: step by step

Introduction to the Romanian business conditions

Situated at the crossroads of Eastern and Western Europe, Romania boasts a strategic geographical position, positioning it as an optimal hub for international commerce. The nation's economy is currently experiencing robust growth, propelled by a diverse array of sectors including agriculture, industrial production, IT, and tourism. Substantial investments in infrastructure, notably in transportation networks and communication technologies, have garnered the interest of foreign investors. Given these favorable conditions, initiating a firm in Romania presents a compelling opportunity for businesspersons looking to tap into promising European markets and develop their businesses.

However, despite all the successes, the Romanian business sector still faces some challenges. Nevertheless, the flexibility of Romania's market economy, its young and educated population, and a stimulating tax policy create favorable conditions for foreign investors.

Historical context and current economics

Most of Romania's economic growth in recent years has occurred due to its modernization and attractiveness to transcontinental investors. After the fall of the communist regime in 1989, Romania initiated active reforms aimed at attracting international investments and integrating into the global economy. Joining the EU in 2007 accelerated the modernization process, attracted additional resources, and strengthened the country's international position. Opening a company in Romania is becoming an increasingly popular idea among foreign entrepreneurs.

At the same time, it should be noted that Romania has several competitive advantages that make it attractive for business:

• Geographical Location: Romania serves as a bridge between Western and Eastern Europe, facilitating trade and logistics.
• Skilled Labor Force: many Romanian professionals have high levels of education and are multilingual, making them competitive in the international market.
• Stimulative Tax Policy: Romania offers one of the lowest corporate tax rates in the EU, making it attractive for investments.
• Developing Infrastructure: in recent years, the country has actively invested in the development of transportation and communication infrastructure.

Romania today represents a land with diverse economic opportunities and potential for development. It attracts foreign investors with its friendly investment climate, qualified workforce, and relatively low business costs.

Pros of doing business in Romania

The business environment in Romania attracts many foreign investors due to a combination of economic, social, and geographical factors. This country successfully combines European quality standards with a competitive economic environment, crafting favorable circumstances for the development of various commercial sectors.

Key benefits of company enrollment and business operations in Romania:

• Attractive tax environment: Romania offers some of the most competitive corporate tax rates in the region, encouraging foreign investments.
• Professional legal and accounting support: Local companies provide high-quality services, ensuring compliance with all legal norms and requirements.
• Modernized infrastructure: Thanks to investments in transportation, communication, and energy, Romania provides a reliable operational possibility for businesses.
• Skilled and motivated workforce: Romanian professionals are known for their expertise as well as their knowledge of foreign languages.
• Geostrategic location: Being situated at the crossroads of many European routes, Romania provides convenient access to other markets in Europe.

Romania not only provides numerous opportunities for business development but also offers entrepreneurs a reliable and stable economic environment. This makes Romanian region favorable for investments.

Types of business structures in Romania

• SRL (or Limited Liability Company): This is the most common choice among small and medium organization due to its simplicity in creation and management. Typically, a minimum statutory capital and one founder are required for the establishing of an SRL.
• SA (or Joint-Stock Company): Suitable for larger businesses or those planning to raise capital through the sale of shares. Creating an SA requires a higher statutory capital compared to an SRL, as well as the involvement of multiple shareholders.
• Branch or Representative Office of a foreign company: If you are already conducting business in another country and want to expand into the Romanian market, this option may be optimal. Such a structure allows you to operate in Romania while maintaining legal affiliation with the main company.
• Joint Venture: Suitable for joint investments by multiple companies with the aim of implementing a specific project or business task in Romania.

To achieve success, it is important to understand the features of each of these forms.

Comparison of their features

SRL, for example, implies minimal risks for founders, as their liability is limited to the amount of the statutory capital.

SA requires a more complex registration procedure and is suitable for companies planning to list shares on the stock market.

A branch or representative office of a foreign company is a structure that allows a foreign company to conduct business in Romania without creating a separate legal entity. At the same time, a Joint Venture is a collaboration of multiple companies created to implement a specific business project or task.

A branch operates in the interest of the parent company and adheres to its corporate rules, while a Joint Venture has a higher degree of autonomy, possessing its own articles of association and management structure.

It is important to understand that each of the above-mentioned structures offers different tax advantages, management opportunities, profit distribution possibilities, and also comes with its own set of risks.

Advantages and disadvantages of each form

SRL:

1. Advantages:
   • Ease of registration
   • Limited liability
   • Flexibility in management
2. Disadvantages:
   • Restrictions on activities in certain sectors
   • Cannot have more than 50 shareholders

SA:

1. Advantages:
   • Possibility to attract investments
   • Prestige and reliability in the eyes of partners
2. Disadvantages:
   • Complex management structure
   • High requirements for statutory capital

Branch or Representative Office of a foreign company:

1. Advantages:
   • Ease of establishment and management
   • Complete legal and financial dependence on the parent company
   • Does not require the creation of a separate legal entity
2. Disadvantages:
   • Liability of the parent company for the actions of the branch
   • Limited opportunities for attracting local investments
   • Requires regular reporting to the central office.

Joint Venture:

1. Advantages:
   • Flexibility in management and decision-making
   • Possibility to attract local and foreign investments
   • Optimization of resources and risks through joint activities of participants
2. Disadvantages:
   • Need for consensus among all participants in decision-making
   • Potential conflicts of interest between partners
   • Challenges in the distribution of profits and losses

The decision to establish a branch or joint venture will depend on your business goals, available resources, and strategic relationships in Romania. Each legal format has its own specifics, and informed decision-making requires qualified legal consultation. If you intend to develop your business in Romania, our team of professionals is ready to offer comprehensive support for your investment project. Rest assured that, whether starting a new project or expanding an existing business in Romania, we will help you achieve success at every step.

Starting a business in Romania: opportunities and recommendations

Romania actively attracts foreign investments by offering convenient conditions for business registration and operations. Whether you are planning to enroll a new enterprise or transfer your existing company to Romania, it is crucial to consult with specialists. They assist you in navigating through all stages of registration, documentation, and investment support, minimizing risks and enhancing your profitability in the Romanian market.

Selecting the right form of legal entity

If you have plans to enlarge your enterprise by opening a company in Romania, a crucial step will be determining the most effective legal form for your company. This factor will have a significant impact on the subsequent operational activities of your entity in the market of this country.

Collection of necessary documentation

It is fundamental to understand that not only the choice of the right legal form matters but also having the necessary set of documents for legal operations within the country. Understanding this process will help avoid legal errors and ensure a successful start to your commercial activities.

List of key documents

Before commencing the company registration procedure in Romania, it is essential to ensure that you have all the necessary documents. Here is a basic list of what you will need:

• Founding documents of the enterprise:
  • Memorandum and Articles of Association – the primary document regulating the activities and management of the company.
  • Records of founder meetings – documentation reflecting decisions made during the formation of the enterprise.
• Identification documents for all initiators and the company's director:
  • Confirmation of identity for all initiators and the head of the company, including passport copies.
• Confirmation of the legal location of the company in Romania:
  • This may include a lease agreement or proof of ownership for the premises intended for the company's office needs.
• Notarized powers of attorney
  • In case the registration process is conducted by representatives rather than the founders themselves, notarized powers of attorney will be mandatory.

Recommendations for preparing documents:

When you plan to enroll an entity in Romania, keep the following in mind:

• Translation and notarization: documents not written in Romanian must be translated and notarized.
• Original documents: ensure you have all original materials, as there may be situations where copies are not accepted.
• Remote registration: if your intention is to establish a company in Romania remotely, ensure the availability of the necessary powers of attorney to protect your interests in the local arena.

Remote company registration

Remote company registration in Romania is becoming an increasingly popular option among foreign investors. Thanks to advanced digital technologies and relatively straightforward legislation, this procedure can be completed entirely online, significantly simplifying market entry into this European country.

Documentation

The first step in remote company registration in Romania is gathering the necessary documentation. The list typically includes founding documents, contracts, information about directors and shareholders, as well as financial details. Thanks to digital platforms, all these materials can be submitted electronically, following the guidelines of local authorities.

Legal Services

For increased reliability and speed of the procedure, many prefer using the services of law firms specializing in remote business registration in Romania. These firms offer a full range of services, from consultations to the submission of all required documents.

Initiating the procedure of bank account opening

Establishing a monetary account for your prospective company can also be accomplished remotely. Numerous Romanian banks provide online services tailored to corporate clients, facilitating the remote opening and management of accounts through the internet.

Remote company registration in Romania is a convenient and efficient way to start a business in this country. You won't have to spend time and resources on trips; all procedures can be completed online, which is particularly relevant in the context of globalization and the development of digital technologies.

Common mistakes and how to avoid them

When establishing a company abroad, especially in Romania, there are common mistakes that can significantly complicate the process. The likelihood of making these errors increases without qualified legal assistance. Here are several typical pitfalls:

• Missing deadlines: failure to meet established deadlines for document submission can lead to penalty sanctions and additional financial expenses.
• Incomplete document package: the absence of even one required document can substantially prolong the registration process and may even result in its suspension.
• Errors in document completion: incorrectly formatted or inaccurately filled forms can be grounds for the rejection of your company registration.
• Underestimating local legislation: lack of knowledge about the specifics of Romanian legislation can lead to deficiencies in the business plan or even legal problems in the future.

To minimize these risks, the best solution is to seek specialized legal services. Our company offers a full range of legal support services at every stage of company registration in Romania, ensuring a seamless and efficient process for setting up your business.

How to Choose and Lease a Property:

• Location:

Choose a location that aligns with the nature of your business. For instance, for a retail company, proximity to transportation hubs may be crucial, while an IT company might prioritize good internet connectivity.

• Lease Agreement:

Ensure that the lease agreement is drafted correctly, considering all the specifics of your business and protecting your interests. This is especially important for those who are just starting to establish a business in Romania.

• Compliance with Standards:

The chosen property should meet all necessary standards and requirements, including fire safety and sanitary norms.

These considerations are vital when setting up a company in Romania, and paying attention to them can contribute to the smooth and successful establishment of your business.

Alternative Options:

Certainly, not every company looking to register a business in Romania can immediately lease a property for an extended period. There are alternative options:

• Virtual office: this allows you to have a legal address in Romania without a physical presence. This option is particularly convenient for companies operating remotely.
• Coworking spaces: these are spaces that can be rented for short periods or even on an hourly basis. Ideal for startups and small businesses.
• Subleasing: if you already have an existing business in Romania but want to expand, consider the option of subleasing part of a property from another company.

Our company specializes in legal support for investments in Romania and is ready to offer you an optimal legal address, taking into account all regulatory requirements and the specifics of your business.

Opening a bank account in Romania when registering a company: steps to success

In the modern business world, there is nothing more crucial than a reliable and functional bank account. After you decide to register a company in Romania, one of the key stages will be opening an account with a local bank.

Opening procedure:

The first step in launching a business is to choose the appropriate bank and determine the type of account. Once the bank is chosen, the process of applying to open an account begins. Typically, this procedure involves providing a set of documents, confirming identity, and, in some cases, an interview with a bank representative.

Choosing a bank and types of accounts:

Romania offers numerous banking institutions, both local and international. Each bank has its features and service conditions.

Here are some of the main types of accounts you can open:

• Operating account: used for day-to-day operations and managing the company's cash flows.
• Deposit account: suitable for placing surplus funds and earning interest.
• Savings account: ideal for long-term savings.

Choosing the right bank and type of account depends on the specific needs and goals of your business.

Document Requirements:

To successfully open a company in Romania and its associated bank account, thorough preparation is necessary, and the following documents need to be provided:

1. Company founding documents (including documents on the company's registration in Romania).
2. Documents confirming the identity of founders and beneficiaries.
3. Information about the company's financial position.
4. Other documents depending on the specific requirements of the chosen bank.

It's worth noting that accounting services can assist in preparing and providing all necessary financial reports for the bank.

In conclusion, opening a bank account in Romania is a crucial step towards a successful business in the country. Our company is ready to provide comprehensive legal support throughout this process, from establishment to assistance in investment activities.

Licensing and permits when registering a company in Romania

Types of Required Licenses:

When deciding to start a business in Romania, in addition to the main registration procedure, it is also important to consider licensing requirements. Depending on the nature of your business, the types of licenses required may vary. For example:

• Trading licenses for companies involved in retail and wholesale trade.
• Industrial licenses for manufacturing enterprises.
• Licenses for the provision of services, including tourism, educational, and medical services.

Process of Obtaining Licenses:

After successfully opening a company in Romania, the next step is to apply to the relevant government authorities for the necessary licenses. Typically, this requires the submission of a specific set of documents, which may include founding documents, evidence of the company's financial stability, and other certificates of compliance with standards.

Tips for Expediting the process:

• Preparation in Advance: before starting the licensing process, ensure that you have all the necessary documents. This will help avoid unnecessary delays.
• Consultation with experts: use the services of companies specializing in legal support and assistance in investment activities in Romania. They can provide up-to-date information and recommendations.
• Electronic services: many procedures in Romania can be completed online, significantly speeding up the process.
• Constant communication with regulatory authorities: stay in touch with the authorities responsible for issuing licenses to stay informed about any changes or additional requirements.

Working in Romania can be promising and profitable, but it requires strict adherence to all laws and regulations. The right approach to licensing and obtaining permits will ensure the stable operation of your business in the Romanian market.

Notarization of documents and submission during company registration in Romania

Where and how to notarize documents

Notarizing documents is one of the initial and critically important stages if you plan to launch a business in Romania. This will provide legal validity to your documents. In Romania, documents are usually notarized by a notary. In this process:

• You need to present the original versions of all materials, as well as duplicates for confirmation.
• Materials drafted in a language other than Romanian require translation performed and authenticated by a Romanian specialist.
• Depending on the source country, some of the submitted documents may require an apostille or legalization procedure.

Submission Procedure

After notarizing the documents, the next step is to submit them to the relevant government authorities for company registration in Romania. In most cases, this would be the Trade Registry and the Tax Authority. The process may involve:

• Electronic submission through specialized portals or personal submission at the office of the authority.
• Payment of the corresponding state fees.
• Providing all necessary documents, including founding and other legally significant documents.

Verification for correctness

For a successful launch of the company in Romania, it is important to ensure the correctness of the provided documents. This includes:

• Checking all documents for errors or omissions, which can be particularly relevant for companies unfamiliar with Romanian laws.
• Making sure that all required documents have been submitted in the specified order.
• If the documents require additional verification or clarification, it is advisable to seek legal support. Experts can help rectify possible errors, significantly expediting the registration process.

Drawing on years of experience in the Romanian market, we recommend approaching the notarization and submission process with care. While it may seem straightforward at first glance, nuances in Romanian legislation can introduce complexities. Therefore, entrust this process to professionals to ensure a smooth and delay-free establishment of your business.

Staff and labor relations when registering a company in Romania

Hiring the first employees

Opening a company in Romania is not just a procedural process but also involves strategic planning. One of the key aspects is hiring the initial employees. The success of the business's initial development depends on their qualifications and professionalism. When deciding to launch a business in Romania, it is important to:

• Identify key positions necessary for the stable operation of your company.
• Utilize local platforms for candidate search, such as Romanian job websites and recruiting agencies.
• Conduct thorough interviews to ensure the professionalism and motivation of candidates.

Labor legislation in Romania

Launching a company in Romania must comply with and adhere to local labor legislation. Romania provides several guarantees to protect workers' rights:

• The standard working day cannot exceed 8 hours, and the working week is set at 40 hours.
• Annual leave is a minimum of 20 working days per year.
• Various forms of employment contracts offer flexibility in hiring employees.

Additionally, Romania has strict regulations regarding occupational health and safety and social protection, factors that need to be considered when establishing a company in Romania.

Employee registration procedure

Once you have found suitable candidates and entered into employment contracts with them, the next step is the registration of employees:

• Submission of an intention-to-hire statement to the Territorial Labor Inspectorate (1 day before the start of work).
• Registration of the employee in the national social insurance system.
• Submission of all necessary documents, including the employment contract, to the tax authorities.

This procedure is essential not only for compliance with legislation but also for providing social guarantees to your employees. However, the process may seem complex to foreign investors. Therefore, many companies prefer to seek legal support to ensure compliance with all requirements during employee registration.

Taxation and accounting when registering a company in Romania

Key taxes and rates

Romania attracts many foreign investors due to its moderate tax regime. When deciding to open a company in Romania, it's important to be aware of the key taxes:

• Corporate Income Tax: 16%
• VAT (Value Added Tax): Standard rate is 19%, but there are reduced rates of 9% and 5% for specific goods and services.
• Property Taxes: For residential properties, the rate is 0.2%, while for commercial and other non-residential properties, it can go up to 1.3%. Regional authorities may impose additional rates, increasing them by 50%.
• Social Security Contributions: Companies are required to contribute 4% or 8%. In addition, there is an additional contribution for unemployment insurance, equal to 2.25% of the total amount paid to the employee.
• Health Insurance: The health insurance contribution rate is 10%.

Tax planning

Efficient tax planning is a crucial aspect of a successful business. After deciding to start a business in Romania, it's essential to develop a strategy that optimizes tax payments and utilizes available tax incentives. Working with professional consultants is recommended, as they can help:

• Choose the most suitable legal form for the company.
• Apply tax incentives provided by Romanian legislation.
• Minimize risks associated with tax audits.

Accounting

Launching a company in Romania is impossible without a proper accounting system. Accurate and timely accounting not only ensures compliance with legislation but also helps make informed management decisions. In Romania, several key points should be considered:

• Companies are required to submit annual financial reports.
• It's essential to keep records of all financial transactions.
• If needed, companies can use accounting services to ensure accuracy and completeness of their records.

When registering a company in Romania, attention should be given to quality accounting and tax consulting, ensuring the stable operation of the business and risk minimization.

Interaction with local authorities when registering a company in Romania

Key government and municipal structures

To successfully register a company in Romania, entrepreneurs will have to interact with a range of key government and municipal structures. Among them:

• Chamber of commerce of Romania: the primary institution responsible for company registration and maintaining the registry of enterprises.
• Tax inspection: deals with taxation matters and monitors the correctness of tax payments.
• Municipal authorities: responsible for local licensing and permits for specific types of activities.

Tips for Effective Interaction

• Documentation preparation: before approaching any of these structures, ensure that you have all the necessary documents. This will expedite the process and reduce the risk of delays.
• Consultation with experts: utilize the services of professionals who can help you understand the specifics of dealing with Romanian authorities and provide legal support.
• Patience and respect: always approach the process with respect for local laws and norms, demonstrating a willingness to engage in constructive dialogue.

Frequently Asked Questions by Entrepreneurs

1. How long does the company registration procedure in Romania take?
   • Usually, registration takes from a few days to several weeks, depending on the ownership structure and the nature of the business.
2. Is personal presence required during registration?
   • Not always. In many cases, you can use the services of a representative or a legal company.
3. Can I get tax incentives when opening a business?
   • Yes, Romania offers various tax incentives for new companies, especially for investors in priority sectors.

For a successful launch and support of investment activities in Romania, it's crucial to have a clear understanding of the structure of government management and the specifics of interacting with local authorities.

Conclusion and Summary of Company Registration in Romania

Overview of the Stages Completed

Registering a company in Romania is a multifaceted process comprising several stages. It commences with the initial decision to commence business in Romania, encompassing steps like selecting the legal structure of the enterprise, assembling and submitting all requisite documents for registration, culminating in the attainment of the official status as a registered company.

Recommendations for next phases

After successful company registration, it's crucial not to lose momentum and continue developing the business. Recommended next steps may include:

• Ensuring quality accounting services to maintain financial reporting in accordance with Romanian legislation.
• Seeking legal support when entering into contracts, obtaining licenses, or in case of legal disputes.
• Exploring the possibility of expanding business operations or investment projects in Romania.

Possible Challenges Along the Way

On the path to successful entrepreneurship, one may encounter several challenges:

• Language barrier: for many foreign entrepreneurs, the Romanian language can be a barrier, especially when dealing with government authorities.
• Adaptation to local legislation: lack of knowledge of local laws and norms can lead to legal mistakes and fines.
• Market competition: the Romanian market is actively evolving, and new players may face tough competition from well-established companies.

Nonetheless, by careful planning and leveraging available resources like consultancy and investment support in Romania, entrepreneurs can surmount these challenges and attain success in the Romanian market.