Romania, strategically located at the intersection of Central and Southeastern Europe, is increasingly becoming an attractive destination for entrepreneurs. Boasting a rich cultural history, picturesque landscapes, and an evolving business environment, Romania presents numerous opportunities for business ventures. Registering a Limited Liability Company (LLC), known locally as Societate cu Răspundere Limitată (SRL), is a popular choice among investors for its flexibility and limited liability protection.
Before embarking on the journey of registering an LLC in Romania, it’s essential to understand the process, requirements, and the broader business climate.
1. Understanding the Romanian Business Landscape
Romania is a European Union member since 2007 and has been steadily improving its business environment. The country offers a skilled workforce, competitive tax rates, and access to a vast market of over 19 million people. Major industries include IT, automotive, energy, agriculture, and manufacturing, providing diverse opportunities for entrepreneurs.
The Romanian economy has shown resilience and growth, supported by substantial foreign direct investments and a stable political environment. Bucharest, the capital city, is the primary business hub, while cities like Cluj-Napoca, Timisoara, and Iasi also offer thriving business ecosystems.
2. Legal Framework for LLCs in Romania
An LLC in Romania is governed by the Romanian Company Law. The main characteristics of an LLC include:
– **Limited Liability:** Shareholders are liable only up to the value of their capital contributions.
– **Capital Requirements:** The minimum share capital for an LLC is RON 200 (approximately €45), divided into shares with a minimum value of RON 10.
– **Management Structure:** An LLC can be managed by one or more directors, who can be Romanian or foreign nationals.
– **Shareholders:** An LLC can have one or more shareholders, who can be individuals or legal entities.
3. Steps to Register an LLC in Romania
Step 1: Name Reservation
The first step is to choose and reserve a unique company name. The name must not be similar to existing companies and should comply with Romanian naming regulations. The name reservation can be done online or at the Trade Registry.
Step 2: Draft the Articles of Association
The Articles of Association is a vital document that outlines the company’s structure, management, and operations. It should include details about the shareholders, capital contributions, company’s scope, and administrative procedures. Legal assistance is recommended to ensure compliance with local laws.
Step 3: Deposit Share Capital
Open a bank account in the name of the company and deposit the minimum share capital. The bank will provide a certificate confirming the deposit, which is required for registration.
Step 4: Register with the Trade Registry
Submit the following documents to the local Trade Registry office:
– Completed registration form provided by the Trade Registry.
– Articles of Association.
– Proof of name reservation.
– Bank certificate for capital deposit.
– Statements from directors and shareholders accepting their roles.
– Proof of registered office address (lease agreement or property deed).
– Copies of identification documents of shareholders and directors.
The Trade Registry typically processes the application within 3-5 working days.
Step 5: Obtain a Fiscal Code
Once the LLC is registered, obtain a Fiscal Code (CIF) from the National Agency of Fiscal Administration (ANAF). This code is necessary for tax purposes and conducting business operations in Romania.
Step 6: Register for VAT and Employment
If the company’s annual turnover exceeds the VAT threshold, register for VAT with ANAF. Additionally, if you plan to hire employees, register with the Territorial Labor Inspectorate and the National House of Public Pensions.
4. Post-Registration Requirements
After successful registration, comply with ongoing obligations to maintain the company’s good standing:
– **Annual Financial Statements:** Submit annual financial statements to the Trade Registry.
– **Tax Compliance:** Ensure timely filing and payment of taxes, including corporate tax, VAT (if applicable), and social contributions for employees.
– **Corporate Governance:** Hold regular shareholders’ meetings and maintain accurate corporate records.
Conclusion
Registering an LLC in Romania, while involving detailed steps and regulatory compliance, is a straightforward process with the right guidance. The country’s robust legal framework, favorable business conditions, and strategic location make it an appealing destination for entrepreneurs. By understanding the procedural requirements and the advantageous business environment, investors can set a strong foundation for their ventures in Romania.
Suggested related links about How to Register an LLC in Romania: A Comprehensive Guide:
1. Doing Business
2. Invest Romania
3. Chamber of Commerce and Industry of Romania
4. National Trade Register Office
5. Business.gov.ro
6. National Agency for Fiscal Administration