Company Formation Romania

Most investors and business owners in Romania choose to operate their business in Romania by using a limited liability company (“SRL”). The article is prepared on the basis that a decision has already been taken to open a company. Forming a company is important for companies and persons who are not resident in the European Union as non-residency has an impact on how the business is conducted and its taxation and payment of dividends.

Any person can be a shareholder in a Romanian company. There is no limitation on citizenship or residency of the shareholders. The only limitation is that a single shareholder company cannot be the sole shareholder of a Romanian company.

Steps in the legal process:

1) The initial step is an application to the Romanian Trade Registry (the “Trade Registry”) for the reservation of the required name and any logo of the proposed company. They review electronically the names and issue a confirmation of name availability. Normally they accept the first name requested. In certain cases, although the name maybe initially accepted, there are circumstances when at the time of registration the name will be refused.

2) Preparation and signature of the Constitutive Act in English and Romanian as required. (Memorandum and Articles of Association).

3) Application to the Trade Registry for the registration of the proposed company.

4) Approval of the registration of the proposed company; and

5) Publication of the incorporation of the company in the Official Gazette.

Application to the Romanian Trade Registry for the reservation of the name and any logo of the proposed company. A request is filed with the Trade Registry, indicating the preferred name for the proposed company. The Trade Registry will reserve the name. The reservation is valid for ninety days from the date the confirmation is issued by the Trade Registry. During this period, the registration of the proposed company must be completed. If registration in not completed in the ninety days, then a fresh reservation application must be made to preserve the name of the proposed company. Should the proposed name include the word “Romania” an application must be made to the Romanian Government for the right to incorporate a company which includes the word Romania in its name.

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