UPDATE 2023: How to Open My Business in Romania?
Good to Know Before Opening a Company in Romania
- STAGE OF COMPANY REGISTRATION -
First of all, anyone who wants to establish a company in Romania will have to follow a certain procedure and submit specific documents to the National Trade Registry Office (O.N.R.C.).
O.N.R.C. is the public service of general interest that ensures the publicity of the establishment and mentions regarding the operation of commercial companies. The headquarters of the O.N.R.C. is in the Municipality of Bucharest, but throughout the territory of Romania, there are offices of the territorial trade registry, organized in each county, so you can open your company wherever you want on the Romanian territory.
Important! As a future entrepreneur in Romania, you need to submit all requests for the establishment of the company at the headquarters of the O.N.R.C. from the county where you want to open your company.
The procedure for establishing a company in Romania
First of all, this procedure can be done both online (on portal.onrc.ro) and physically, at the counter or by post. If you choose to register the company online, you will need to have an electronic signature (on the natural person of the future administrator of the company).
1. Company name reservation
This stage can be completed directly at the counter or online, and unlike the submission of the file, you can do it without an electronic signature.
According to Law no. 265/2022 regarding the trade registry, the name of a limited liability company will be composed of an appropriate name at the discretion of the administrator/associates. As a legal requirement, all companies in Romania must insert at the end ‘societate cu raspundere limitata’ (the Romanian name of Limited Liability Company) or its acronym, S.R.L.
Other regulations and restrictions for choosing a company name are available (only in Romanian) in ,,Availability check and name reservation online" section.
To access the "Availability check and name reservation online" section, you need to create an account. You can use this account later to complete the registration file or for changes to the established company.
Useful advice: The online reservation is not a final name reservation, attested by the registrar of the O.N.R.C. Thus if there are elements of similarity in the name with other companies already registered, the creation of the company file might be rejected. There are not very clear rules regarding the similarity of names, so a subjective analysis must be made.
2. Drafting of documents
a. The Article of Incorporation
The Articles of Incorporation will include all the important elements that will lay the foundation of the company. You will include elements such as identification data of associates, data of administrators, company address, company name, participation in benefits and losses, etc.
For online registrations of the company, you can submit to the Trade Registry a standard form of Article of Incorporation with predefined clauses. The form can be found on the website of the Trade registry, available in Romanian. For English versions, you must request it directly from the Trade Registry.
CAEN codes
CAEN is an acronym for Classification of Activities in the National Economy and is a national statistical classification of economic activities in Romania.
You can choose only one main CAEN activity but as many secondary CAEN activities as you like.
Useful advice: According to the new trade registry law, all the CAEN codes you add to your Articles of Incorporation need to be authorised by the Trade Registry before any commercial activity. Also, some CAEN codes require supplementary authorisations from different public authorities. If you do not fulfil these requirements, your file will be rejected for lack of authorisation.
Important! It is the responsibility of each entrepreneur to submit the steps to obtain the necessary approvals or certifications for the chosen CAEN code.
b. The bailment agreement (free-rent agreement)
These agreements are mostly important for defining the headquarters of the future company. Of course, it can also be replaced by a rental agreement - for example: renting an office space - or establishing the headquarters at a law office for one year (we can help you with this).
You can conclude the bailment agreement (or the rent agreement) for a limited or unlimited period of time.
After the agreement expires, you will need to proceed to additional actions to extend it and follow the administrative procedures too.
You will always have to be aware of the expiration of your agreement! Otherwise, you risk having your company's activity suspended (beware that most of the time, the O.N.R.C does not notify the expiration of the bailment agreement).
3. Other necessary documents
The following documents are required and can be found both on onrc.ro and at the institution's headquarters.
- Application for registration
It can be signed with a qualified electronic signature and transmitted by electronic means of communication. A normal signature also works if you want to submit it physically or send it by post.
- Statement form on own responsibility on the fulfilment of the conditions of functioning/carrying out the activity for the registered office and/or the secondary offices or, as appropriate to third parties
Certifies that you comply with all the legislation in the field of health, labour protection, environmental protection, and the sanitary-veterinary field, for all authorised objects of activity, at the headquarters or at third parties.
This statement will be completed by the company administrator. The declaration will effectively indicate the place where each activity will be carried out (at the registered office, at third parties, or at other work points).
- Fiscal annexe/fiscal vector
It is intended to indicate how you will pay the taxes. As of this year, the taxation system is split into two main categories - microenterprise tax: 1% on the yearly revenues, and corporate tax: 16% on profit. Microenterprises are companies that have revenue of up to 500k/ year, has at least one employee, and not more than 20% of revenues out of consulting services.
4. SWORN DECLARATIONS
During the state of alert/emergency, all documents required for the notarial procedure could be signed under private signature. The new law regulating the Trade Registry extended this practice.
Now, you can choose to have the following declarations notarized, certified by an attorney or, the easiest, hand them in under private signature:
- Statement on the beneficial owner
- For non-residents, a statement that shall attest that the shareholder, natural or legal person: did not carry out any facts that needed to be registered for the fiscal record certificate; is not in any situations that needed to be registered for the fiscal record certificate; is not tax registered in Romania.
Useful advice: If you want to get rid of the stress of the documents and to be sure that you have a complete file and correctly filled out documents, contact us to help you with the correct filing of the file. Trade Register also has a special department, as a paid service, where you can request their help.
5. Submission of the file
After completing all the above procedures, you can submit a physical file (if you choose to submit it at the counter or by post) or sign all these documents with a qualified electronic signature (if you want to submit them online).
Useful advice: If the whole process seems too complicated or the documents give you a headache, we can help draw up all the documentation. You will thus directly receive the documents of the established company.
Taxes
A fee of approx. 30€ will be paid for company registration, which can be paid both at the counter and online on the O.N.R.C. website.
Waiting periods
Normally, if the file is complete and all documents have been filled in correctly, the O.N.R.C. will proceed with the establishment of your company in ±5 working days. Supplementary requests can appear from the Trade Registry, which can lead to ±14 days to finalise all procedures.
6. Establishment of the company
The end and purpose of the whole procedure is the establishment of the desired company. This will be attested by certain documents issued by the O.N.R.C., which will certify your company and the status of administrator/associate/sole associate that you have.
When you fill out the registration application, you can opt for the documents to be sent:
• By email, in an online version, electronically signed by the Trade Registry.
• Post office
or
• Pick them up from the Trade Register
You can choose only one option.
Sources:
Law no. 265/2022 regarding the trade registry
Law no. 31/1990 on companies
https://www.onrc.ro/index.php/en/inmatriculari-2/persoane-juridice-2/nume-colectiv-2
Legally Remote developed the content of this article, and it has a strictly informative and general purpose. The information contained does not constitute legal advice.
If you need legal assistance for your business at the beginning of the journey, schedule a consultation call. Together with my team, I help you get rid of the stress of documents and give you time to deal with the important things for your business.