How to start an enterprise in Romania

The most used form of owning a business in Romania is the so called SRL. This is an
acronym for “Societate cu Raspundere Limitata”, standing for “Limited Liability Company” in
Romanian. This legal form is the most appropriate one for the needs of SMEs. It has the legal
protections of a corporation while allowing for the tax benefits of a partnership.

Good to know, the legal text ruling the different types of companies in Romania is Law
31 of Trading Companies, issued in 1990 and updated afterwards several times.

Ultimately, it is up to you to determine which type of entity is most suited for your
current needs and future business goals. Hereafter, you’ll find the main steps of setting up a
SRL.
In order to become an officially recognized business entity in Romania, you must
register at the Trade Registry. The registration process is can be a fairly difficult one for foreign
citizens / entities interested in opening a SRL in Romania. Even for Romanians this is not a walk
in the park. Therefore, it is probably better to hire a lawyer for this. There are specialized
lawyers’ offices in how to start a business in Romania and the fees are affordable.

Here are the most important aspects you need to have in mind for the registration
procedure:

First of all, you need to know that, in order to book a spot at the Trade Registry, you
have to choose 3 different names for your entity. That is to avoid the possibility that the sole
chosen name is not available. Of course, the order of names should start with the most desired
one.

The activity of the future company has to be declared as taking place in a certain
location. This location can be a bought, inherited or rented property, or one at the disposal of
the new-born company via a contract.

If it’s an apartment, then the agreement of all the 4 neighbours (from above,
underneath and left and right on the same floor) regarding the activity of the firm is mandatory.

If none of the options above works out, there is still a solution. Keep in mind that
lawyers’ offices are allowed to host companies’ headquarters for one year.

The main document of the company will contain the articles of incorporation, where all
the company information will be mentioned, such as: name, headquarters, name(s) of founders
/ shareholders, domain(s) of activity, financial conditions, timeframe of the entity etc.

It is highly recommended to choose several domains of activity, even if in the beginning

you will not be sure to activate in all of them. This strategy will allow you to avoid having to
register such future modifications, as well as the underlying expenses. Declaring a larger
spectrum of activities from the get-go might save you time and money down the road. One
doesn’t necessarily know all these small details when thinking about how to start a business
here.

Just so you know, each business activity domain is represented by a 4 digits code, the so
called CAEN code (the code of national economic activities).

The minimum capital to be subscribed is of 200 RON (about 45 €). The capital is divided
into social parts to the shareholders.

A SRL can have one or more shareholders. In case it’s a company with a sole shareholder,
he/she should declare they don’t have this quality in another company.

After the file with all the documents is submitted, it will not take more than 3 days to get
the registration code of the company.

By default, all newly established companies are microenterprises, until they reach 500,000
€ per year in turnover. There are a few exceptions though: if more than 20 % of the firm’s
revenue bringing activity consists of consulting, banking, insurance or gambling services.

The microenterprise pays a determined tax quota of 3 % of its turnover, independent of

the profit level. If the microenterprise has at least one full-time employee, this quota goes
down to 1 %. Otherwise, the profit tax is set at 16 %.

If you don’t qualify for one the exceptions above and you want to avoid the
microenterprise status (which is after all a very convenient one in terms of taxation), then you
must up your subscribed capital to 45 000 RON (roughly 10,000 €). The capital can be in cash or
in assets, which are valued by certified valuators.

There is also a recently introduced specific tax to be paid by new companies, due by
hotels, restaurants / bars and other related businesses. This tax is calculated based on some
specific parameters (surface, number of rooms etc.).

Also, by default, the new company is not a VAT subject. Nevertheless, most of them have
to become one if they want to be competitive on certain markets. After the company is set up,
a file will be submitted to the fiscal authority, requesting a VAT registration number.
Unfortunately, this process is usually somewhat difficult and not very transparent. The fiscal
authorities can choose to pay a visit to the headquarters of the company in order to make sure
it is appropriate for the declared activity. Other times, they might simply call the shareholder(s)
for an interview. Although officially it is stated the process doesn’t last more than a few days, it
usually takes up to a month.