Documents Needed to Set Up a Romanian Company

The establishment of a company in Romania must follow certain steps, depending on the type of company chosen. Entrepreneurs may require the establishment of several types of companies in different cities in the country.

Among the first steps needed to open a business in Romania are the preparation of a set of documents to be submitted to the Trade Registry in the city where the company will operate.

You have the option to set up the company online using our platform - LaRegistru.

Here are the main documents needed to start the specific procedures for setting up a firm:

● Proof of the name availability check and reservation;
● Constitutive Act, signed by the founders (the notarial form is required only in special cases, such as when a building is contributed to the share capital);
● Proof of the right to use the registered office: lease or sub-lease, loan for use (commodatum), usufruct, real estate leasing contract, property title or another document proving the right of use;
● Standard declaration that the conditions for operating at the registered office are met;
● The opinion of the owners' association, only if the destination of an apartment in a residential building is changed;
● Copy of Identity Card (C.I.) or Passport of Associates and / or Administrators;
● Declaration on the company's beneficial owner;
● Registration documents of any shareholder that is a legal entity;
● Power of attorney for the person who submits the documents, if applicable.
A specimen signature, notarised statements, the fiscal record certificate (now obtained by the Trade Registry directly from the tax authority) and proof of the share capital deposit are no longer required for an SRL. Our team is at your disposal with all the details of the company setup costs, the authorities able to release the necessary papers and other aspects regarding this process!

Types of companies that can be set up in Romania

An entrepreneur can set up one of the following types of business:

- authorized physical person or PFA;
- the individual enterprise or II;
- the limited liability company (SRL), including the SRL-D for first-time entrepreneurs;
- the joint stock company or the SA.
The necessary documents for setting up a company depend, first of all, on the type of company selected. Once decided, the contractor will have to prepare a dossier containing all the documents mentioned above.

A company's constituent documents

The Constitutive Act is the most important document to be prepared when a Romanian company is set up. It is usually signed by the founders under private signature, and the Trade Register also provides standard forms that can be signed electronically; the notarial (authentic) form is mandatory only in special cases, such as when a building is contributed to the share capital. The constitutive act is then attached to the file with the rest of the documents necessary for the registration of the company with the Trade Register.

The Constitutive Act is necessary to set up a limited liability company or a joint stock company. In the case of a PFA or II, a simple request from the Trade Registry will need to be completed.

A company's Articles of Incorporation must contain the following information:

- information about the company's associates, including information about their nationality and domicile;
- information about the business objects of the company, both the main ones and the secondary ones;
- the name of the business (which was previously reserved) and the address of the company's registered office;
- information about the paid-up share capital of the company, as well as the contribution of each associate;
- information about the administrator or administrators of the future business;
- information about other headquarters, duration and dissolution of the firm (where applicable).A company's Articles of Incorporation may contain other clauses established by associates at the establishment.

Our specialists can write the necessary documents for setting up all kinds of companies, but the authentication can be done by a notary. Using our services to set up a business, you can also benefit from full notary services for various types of documents required at the Trade Registry.

Documents for the registered office

Every Romanian company needs a registered office in Romania, although it does not have to be in the city where the company carries out its activity: activities carried out elsewhere can be registered as secondary offices. As it is the address used by the authorities to send official documents, the registered office must be proved at the registration of the company at the Trade Registry through one of the following documents:

- lease;
- bailment;
- Contract of sale;
- real estate leasing contract;
- inheritance certificate, in the case of inherited buildings.
If the registered office is in a block of flats and no activity is carried out there, neither the opinion of the owners' association nor the consent of the neighbours is required; if the destination of the apartment is changed, the written opinion of the owners' association's executive committee and the prior written consent of the directly neighbouring owners are needed.

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Other documents related to setting up a business

A specimen signature of the administrator or administrators is no longer required by the Trade Registry.

For an SRL, proof that the share capital has been deposited is no longer part of the registration file: at least 30% of the capital must be paid within 3 months of registration and before the company starts operating, and the rest within 12 months.

The declarations of the founders and administrators that they meet the legal conditions for their roles are now included in simplified form in the constitutive act, so separate sworn statements are no longer filed. The Trade Registry obtains the fiscal record information directly from the tax authority.

Other documents, including various requests, are issued by the Trade Registry.

Foreign business people who want to open businesses in Romania and need help can count on us to complete all formalities in front of the authorities in the country. For these we will need an empowerment.

Do not hesitate to contact us if you have any concerns about setting up any type of business. You can count on us for up-to-date information on current legislation, but also on other services such as bookkeeping