Company Formation Romania create a company in Romania from a distance

No matter the fact that the investors in a Romanian company are residents or foreigners (or ventures), in both cases they are treated the same and benefit from the same opportunities of developing economic activities in Romanian.

All entities operate as independents and are separate by their shareholders/partners' legal units, having their own patrimony, possessions, appelation, administration, registered capital, headquarters and bank accounts.

In Romania, there are two types of companies: joint stock companies (S.A. - societate pe actiuni) and limited liability companies (SRL - societate cu raspundere limitata).

In the case of a SRL, the foreign company can have sole ownership and hold all shares, while in the case of a SA, there must be at least two shareholders (private persons or legal entities). Still, the most commonly used legal form is SRL. All businesses must be registered at ONRC (the National Trade Register Office - Romanian Chamber of Commerce and Industry) and the corporation starts to exists since the date of registration. ONRC is a public institution that keeps statistical information of economic activities. The process of company incorporation in Romania states that every business must have at least a shareholder for a SRL and two for a SA. Additionally, one person can't be unique associate in more than one company. Shareholders can be either companies or individuals and can all be non-Romanians.

A limited liability company is a business entity established by maximum 50 associates. The business relies upon the foundation documents. In order to establish a SRL Company in Romania clients must know from the start that the registered capital of a limited liability company cannot be less than 200 RON. The registered share capital of a limited liability company is usually split into social parts/shares with a registered value of minimum 10 RON each. If choosing to set up SRL in Romania individuals should be informed that the law forbids the shares of these corporations to be involved for loans or other banking operations.

Shares cannot be freely exchanged, making limited liability companies more or less like private companies in other countries.

For all persons interested to open SRL Romania it is important to know that Limited liability companies may be formed by only one individual as well.

The law stipulates that resolutions are made by mainstream ballot in the General Meeting of the Shareholders (each share represents one vote). Decisions regarding adjustments in the articles of association must be accepted by all shareholders unless these documents do not mention something else. Concerning the process to set up SRL in Romania, we shall mention that at least one Manager should be assigned in the articles of association contract; this is the same person who is also responsible for the management of the company.


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