Romania, a vibrant and rapidly developing country in Eastern Europe, has become an attractive destination for foreign investors and entrepreneurs. Known for its rich culture, strategic geographical location, and competitive cost of living, Romania offers a dynamic business environment conducive to growth and innovation. If you’re a foreigner looking to register a company in Romania, here is a comprehensive guide to help you through the process.
Understanding the Types of Companies in Romania
Before you start the registration process, it’s important to decide on the type of company you wish to establish. The most common types of companies in Romania are:
1. Limited Liability Company (LLC or SRL)
2. Joint Stock Company (SA)
3. Branch and Representative Office
4. Partnership (Limited or General)
Most foreign investors opt for a Limited Liability Company (SRL) due to its straightforward structure and limited liability for shareholders.
Step-by-Step Guide to Registering a Company in Romania
1. Choose a Unique Company Name
Your company name must be unique and not in use by any other entity in Romania. You can check the availability of your chosen name through the Romanian Trade Register (ONRC) and reserve it.
2. Prepare Your Documentation
Prepare the necessary documents, including:
– **Articles of Association:** This document outlines the structure, purpose, and operation of your company.
– **Declaration of Authenticity:** A statement by the founder(s) stating the accuracy of the information provided.
– **Specimen Signatures:** Signatures of the company’s directors, authenticated by a notary.
– **Proof of Registered Office:** A lease agreement or property deed indicating the company’s registered address in Romania.
3. Open a Corporate Bank Account
Open a bank account in Romania to deposit the minimum share capital required for your type of company. For an SRL (Limited Liability Company), the minimum share capital is RON 200 (approximately EUR 40). You will need to provide the bank with company documents and identification.
4. Deposit the Share Capital
Deposit the required share capital into your newly opened bank account. Obtain a certificate from the bank confirming the deposit, which will be necessary for registration purposes.
5. Register with the Trade Register
Submit all prepared documents to the Romanian Trade Register (ONRC). This is the main body responsible for company registration in Romania. Along with your documents, you will need to complete the application form provided by the Trade Register.
6. Obtain a Tax Identification Number (CUI)
Once the Trade Register approves your documents, you will receive a Certificate of Registration along with a unique tax identification number (CUI). This number is essential for all subsequent business activities.
7. Register for VAT and Social Contributions
If your business activities require VAT registration, you must apply for a VAT number with the National Agency for Fiscal Administration (ANAF). Additionally, if you plan to hire employees, you must register for social contributions.
8. Additional Registrations and Licenses
Depending on the nature of your business, you may need additional licenses or permits from various regulatory bodies. Make sure to check with the relevant authorities to comply with all legal requirements.
9. Comply with Romanian Accounting Standards
Ensure your company complies with Romanian accounting standards and maintains proper financial records. Hiring a local accountant or a professional accounting firm can help manage your financial obligations.
Additional Considerations
Language Barrier: While English is widely spoken in business circles, having a Romanian speaker or professional advisor can be advantageous during the registration process and for ongoing operations.
Legal Assistance: Consulting with a local attorney who specializes in corporate law can ensure that all legal requirements are met and can help navigate any bureaucratic challenges.
Business Culture: Understanding Romanian business culture and etiquette can facilitate smoother interactions with local partners, employees, and authorities.
Romania, part of the European Union, provides access to the broader EU market, making it an attractive base for your European operations. With its skilled workforce, growing economy, and supportive business environment, setting up a company in Romania can be a rewarding venture. By following the steps outlined, you can successfully register your company and embark on your entrepreneurial journey in this dynamic country.
Useful Resources on How a Foreigner Can Register a Company in Romania:
National Trade Register Office