Interested in starting a business in Romania? Than the fastest and easiest choice is to set up a Limited Liability Company (SRL) although the process might not be that simple. Still, if you know exactly what you need to do, it can go smoothly and last a couple of weeks, depending how fast you gather all the necessary documents and file them to the Trade Registry. After the submission, you will get your certificate in a few days.
First of all you need to have at least 3 preferred company names in order to reserve the first one available by filling in the reservation form and submitting it at ONRC. The same day you will have the certificate that shows the name was reserved and it will be valid three month from issuance. The next step is drafting the statutory documents: the by-laws or articles of association, depending on how many associates there are, or you can integrate these in the constitutive act. If you do not know how to draft this document, you should reach out to a lawyer with experience in opening companies in Romania in order to draft it for you.
After the constitutive act is drafted, you need to open a bank account and deposit the company’s social capital that must be a minimum of 50 EUR (200 lei). After this is done, you must attach the bank document to the file that you need to submit to ONRC. Also, the fiscal records for all company’s associates will be needed and for the legal representatives. These certificates are issued by ANAF and are valid for 30 days from release. For those who are not Romanian residents, it is required an equivalent of this certificate from their country of residence. All certificates are needed in original or certified copy. Alongside the above mentioned documents, proof for headquarters is required (rental contract, owning documents etc). If the headquarters will be in a block of apartments you will be needing signatures from all neighbors that you share a wall with (standard form). In addition, you must submit copies of all associates’ ID’s or passports and fiscal stamps (1 Ron each).
The next step after gathering all necessary documents is to fill in the registration request form that you find at ONRC and the annex regarding fiscal registration, plus the foreign investment annex (if applicable) and choose the CAEN codes (activity codes) that your company will conduct. All forms must be submitted in Romanian – a lawyer might help you with the translation as well.
Well, the file is done, so what you have to do next is go to the Trade Registry and submit it. If you do not have enough time ore patience to wait in long queues, maybe it would be easier for you to delegate the law firm helping you with the documents to represent you in relationship with Trade Registry. After the file was accepted you must pay the taxes and get your Unique Code of Fiscal Registration certificate (CUI). This process will take about 3 days, but delays may occur if they ask for additional documents.
For the activities that you want to be authorized you will only need to submit an affidavit stating that these won’t be carried at headquarters for maximum 3 years, and it must be signed by the associates or shareholders. After the fiscal registration form is submitted to ONRC, it automatically goes to ANAF in order to be registered for VAT purposes (if applicable). Though, you might be exempted from VAT payment if you ask for this. For the VAT number there will be issued a separate certificate with the start date. After the company’s registration, you have 30 days to file the tax registration form at the Ministry of Finance in Romania for registration as a tax payer and social contributions.
To conclude, opening a SRL might be the best option for starting a business in Romania, but in order for the process to go smooth and fast you might need the help of a specialized lawyer with experience in relations with the Trade Registry.
Founder Dinis Guarda
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