In order to start a new business in Romania, entrepreneurs must obtain a series of permits and from state authorities, and the number of documents and their complexity depend on the type of activity the business will conduct.
In some cases, activity can begin after a simple self-declaration, while others may require a large number of documents that involve significant financial and human resources to obtain.
For a business that doesn’t require any special permits, the procedure should be quite straightforward, as Romania has taken important steps to encourage people to open businesses by simplifying processes.
Below are the steps you’ll need to follow in order to open a limited liability company (SRL) in Romania, assuming your planned activities don’t need certain special permits. All the documents you’ll obtain in the process will need to be added to the company dossier, which needs to be submitted at the Trade Registry. The cost of registration depends on the number of associates (RON 350 for one associates, RON 400 for 2 associates and RON 450 for 3 associates).
It will take 3-4 days for the Trade Registry to approve your company dossier after submission, but the total time it takes for you to open the company depends on how many documents you need to gather before you submit them with the Registry and how complex they are based on the type of activities your company will conduct. You may want to seek professional help to prepare your documents in a more efficient manner.
- 1. Evidence of verification of company name availability and reservation – 1 day – RON 40
The reservation of a company name is requested at the Commercial Registry of the Trade Register Office and cannot include words like “academic”, “scientific”, “university”, “school” or derivatives. You should prepare several options for your company name.
- 2. Establishing headquarters
The company can be established in a house or an apartment, even if it is a rental. The owner of the house/apartment and the company need to sign a contract to confirm the firm will use it as its headquarters.
If the headquarters are in an apartment, you’ll need to obtain approval from all the neighbours around you and the building administrator. All the documents will need to be added to the company dossier.
- 3. Drafting the company’s Constitutive Act
The Constitutive Act needs to include the following: identification data of associates, organisational form, company name, headquarters, secondary offices (if any), main and secondary activity sectors, share capital and participation share of associates for profit and loss, assigning an administrator.
You’ll also need to carefully choose your firm’s CAEN codes (codes for the classification of activities in national economy). Your company will only be able to obtain revenues on the basis of these CAEN codes, so it’s preferable to choose more than one if you think you may expand your activities as the firm grows.
- 4. Deposit funds in a bank and obtain confirmation – 1 day – at least RON 200
The minimum share capital needs to be of at least RON 200, split into shares of at least RON 10 each. Depositing funds can be done at any bank, usually at the bank where you will want to have the company’s current accounts. You’ll need to bring the Constitutive Act with you. The receipt from the deposit needs to be added to the company dossier.
- 5. Signing self-declarations
Self-declarations are signed by associates and administrators and in them they confirm that they meet all the legal criteria for their roles.
6. Make a stamp – around RON 100
7. Fiscal registration at ANAF (National Fiscal Administration Agency) through Form 010
8. Open a current account at a bank
Since the beginning of 2018, companies with turnovers of up to EUR 1 million pay 1 percent revenue tax instead of the 16 percent profit tax applied to larger companies, as long as they have at least one employee and 3 percent revenue tax if they have no employees.
Companies with salaried employees will pay a 2.25 percent work insurance for each employee, calculated out of the employee’s gross income. The national gross minimum wage is RON 1,900.
VAT is 19 percent, but companies only start paying it after their turnover exceeds EUR 35,000. Once a firm registers as a VAT subject, its status cannot be reversed to VAT exempt. VAT can be refunded in certain cases, but it will take a few months.
Dividend tax is 5 percent. If an individual obtains revenues higher than 12 minimum wages in one year from independent activities or investments (including dividends), they will have to pay a 10 percent tax, applied to the value of the national minimum wage, as healthcare contribution.
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