business establishment & outsourcing management consultants

Company incorporation - Romania

Establishment of an SRL (Limited Liability Company) - Romania

Both foreign individuals or legal entities can establish corporate presence in Romania. Companies have their own patrimony, registered capital, management, registered offices, assets, names and bank accounts. A foreign company can be sole shareholder (if LLC) or the foreign company can be shareholder together with at least one other shareholders which can be legal entities or private persons (if Joint Stock Company). The most frequent types of are limited liability companies named SRL. Also there is an important number of general partnerships and joint stock companies. All companies must be registered with the National Trade Register Office, organized by the Romanian Chamber of Commerce and Industry. The National Trade Register Office is a public institution which has the function to maintain statistical information on business activities in Romania.

Incorporation of a Romanian Company:

  • - Reservation of a Company Name at the National Trade Register in your name.
  • - Drafting of the following documents:
  •   - Affidavits - these documents will have a special format according to Romanian legislation;
  •   - Specimen Signature- this document must be signed by the future Directors of the company;
  •   - Articles of Association and By-Laws of your future Romanian company.

Our lawyers will also represent and/or assist you with the following procedures:

  • - Subscribe the Share Capital in your name
  • - Open the company's bank account with the bank of your choice. Please note that this account will be active only to deposit the Share Capital.
  • - Provide company office for registration purposes only.
  • - Submit the file to the Trade Register and appear in before the Trade Register judge for the company formation.

Time frame and subscribed capital:

It will take 5 working days from the date the entire documentation is provided to the authorities to register the Company. Necessary funds for the minimum Share Capital: 70 Euros for S.R.L. and 25,000 Euros for S.A.

Establishing Branch in Romania

It is possible under Romanian Law to establish branches of an existing foreign company starting its business activities in Romania. These branches are incorporated at the Romanian Trade Register per the stipulations of the republished version of Company Law No. 31/1990 as any other company but respecting the conditions established by the Law. In this regard the foreign company must own the majority of shares in the new Romanian company. The above-mentioned Law regulating the commercial company's legislation in Romania stipulates the following (art. 42): Branches are commercial companies with legal personality and are registered in one of the company types approved by the Law in Romania. They shall have the legal status of the type of company they are incorporated as in Romania. For the foreign investor looking to expand its business in Romania it is important to know that this Company Law expressly states that foreign companies can establish in Romania, respecting the Romanian Law, different type of branches which mostly differ from the branch-type described above in the following way: the lack of having their own legal personality. Also some of these branches without legal personality have to comply with some special conditions required by the law in Romania. When incorporating a branch as a separate Romanian company, the main shareholder (the foreign commercial entity) must supply extra documents - some incorporation documents of the foreign company and information provided by its owners.

Real Estate Due Diligence

Legal assistance with Due Diligence procedures is considered absolutely necessary in order to safely purchase a property in Romania. Depending on the type of property you are looking to purchase there can be 2 types of Due Diligence procedures to be taken:

Basic Due Diligence

This includes verification of the property's Title Deeds and Land Survey documents as well as obtaining an extract from official Romanian Land Registry ("Cartea funciara").

In-depth Due Diligence and adjacent services

The process can include but is not limited to:

  • - Verification of the property from the point of view of the possibility of being involved in ongoing litigations at the Court archives in the area.
  • - Verification and comparison of the Land Survey documents, topographical and other information required for future development. As an example: the situation of the electricity poles in the area, whether they can be moved from the location if needed etc.
  • - the occupation coefficient of the land: what percentage of the land can be built upon.
  • - drafting the sell/purchase pre-contract, the contract and providing assistance with the proceedings and the Public Notary at the moment of sale.

Please note that this is not intended to be a complete list of procedures for the fulfilment of a due diligence process.