Opening a company in Romania

If you are thinking about opening a company in Romania, in this article you will read which are the types of companies regulated by the Romanian laws in order to find out which suits you best. The registration procedure itself requires the fulfillment of certain legal formalities such as registration at the Trade Register and to the Tax and Fiscal Administration, which is actually done automatically by the Trade Register.

From the date of registration in the Trade Register the company will acquire legal personality as and can therefore begin to carry out activities.

The Romanian law regulating the companies and their registration is Law no. 31/1990, which establishes 5 types of legal entities from which you can choose in order to develop a business in Romania. Yet, only two types of companies are the most common due to their favorable regime.

The Romanian Limited Liability Company – (S.R.L.)

This is the most popular form of association in Romania and is preferred by most foreign investors in Romania. The minimum shared capital needs to be only 200 RON (about 50 euros). The company can have a sole shareholder but a person can be sole shareholder in only one limited liability company.

The main feature of a limited company is that the liability related to the company’s debts is limited to the the subscribed and paid shares. A limited liability company may be founded by at least one (sole) shareholder and no more than fifty shareholders (50). Shareholders can be individuals (natural persons) and/or businesses. If a person intends to be a shareholder in several limited liability companies, it is necessary for at least one share to be held by another natural person or legal entity. A limited liability company may not have as sole shareholder another limited liability company which is in turn owned by a sole shareholder.

A Romanian LLC is managed by one or more directors, who may have full or limited powers and can be Romanian or foreign citizens. Also, the term of director may be limited or unlimited. There is no difference between companies that work with or without foreign capital. In case the LLC has a sole shareholder then this shareholder can also be an employee of the company (in this case a labour agreement must be drafted and filed with the Labour Chamber in Romania).

For additional details on the Romanian Limited Company contact us and we are more than happy to offer you all the information needed.

The other types of companies are: The Romanian “Collective Name Company”, The Romanian “Silent Partners Company”, The Romanian “Partnership Limited by Shares” – all of them very isolated and little common.

Regarding the fifth company regulated by the Romanian law, the Joint-Stock Company (S.A.) is usually the type of entity right for those companies looking to be listed at the Stock Exchange and we will talk about them in a different article.

We are hoping that this information is useful for you, contact us and we will write you right away with all the answers you need.