The Limited Liability Company –”Societate cu Răspundere Limitată” (SRL) – is the most commonly incorporated type of company in Romania. There are no limitations in regard to the nationality and residence of directors and shareholders. SRL is also the cheapest way to open a company, as the share capital for establishment is just RON 200. The number of shareholders is limited to 50, but a natural or legal person may be a sole shareholder.
The law governing documents and steps for incorporating an SRL is Law 31/1990.
The first step in starting a business is to establish the core activity, according to the classification of NACE codes, and make the reservation of the future company’s name with the Romanian Trade Registry. It is also important to know that name reservation is done at the Trade Registry Office, and this procedure is usually completed within one working day. The appellation cannot include certain words or geographical suggestions. Some words are also subject to approval from the Government or local councils.
The minimum share capital is RON 200 (approximately EUR 80) for a limited liability company. The share capital is divided into shares of equal value. One share cannot be less than RON 10. Consequently, a RON 200 company can have 20 shares, which means that 1 share will equal 5% of the share capital. Shares cannot be divided. In order to deposit the capital, a bank account must be opened for the Romanian company. This refers both to an initial share capital account and to a current bank account after the company is formed.
Before filing the articles of incorporation, the holders of the future company must have a location for a head office, registered with National Agency for Tax Administration (ANAF). To use a building or an apartment as head office for a company, a right of use has to be proven, either by a bailment agreement, or through ownership documents. If the registered office is in an apartment, approval of the neighbors or of the owners’ association is required.
The articles of incorporation shall primarily include the identification of shareholders (name, personal identification number, place and date of birth, residence and nationality) and the registered office. In addition, the company’s share capital and the director(s) that will manage the company have to be specified. The original signatures of the shareholders and the company are also necessary.
Registration requires both the articles of incorporation and evidence that the share capital was deposited, proof of the declared headquarters, the availability of the company name, and an affidavit from the founders stating that they fulfill the conditions provided by law.
Along with the documents mentioned above, the submission of the file with the Trade Registry must contain three types of mandatory forms which can be downloaded from the Trade Registry official website (http://www.onrc.ro ): Application for Registration, Affidavit type 2 and Total Tax Owed Annex.
If the submitted file is complete, the Trade Registry will issue the Registration Certificate of the company, attesting the incorporation of the SRL. This provides a registration number valid for both the Trade Registry and the tax authorities.
The Registration Certificate also contains a license of acknowledgement mentioning that all requirements for commercial activities are accomplished. The new company comes into existence and is entitled to conduct its activities from the date of its registration with the Trade Registry.