Romania

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Company Formation in Romania

Romania is a sovereign state located at the crossroads of Central, Eastern, and Southeastern Europe. It borders the Black Sea to south-east, Bulgaria to the south, Ukraine to the north, Hungary to the west, Serbia to south-west, and Moldova to the east. With a total area of 238,397 square kilometers (92,046 sq. mi), Romania is the 12th largest country and also the 7th most populous member state of the European Union having almost 20 million inhabitants. Its capital and largest city is Bucharest and other major urban areas include Iași, Timișoara, Cluj-Napoca and Constanța.

Member of the United Nations since 1955, part of NATO since 2004, and part of the European Union since 2007, Romania is a developing country and ranks 50th in the Human Development Index. It has the world’s 47th largest economy by nominal GDP and an annual economic growth rate of 7% (2017), the highest in the EU at the time.

Romania has pulled off a minor economic miracle in recent years, sweeping aside the remnants of socialist planning and transforming itself into a model of free-market reform. Now a full member of the EU, and with GDP moving ahead briskly at more than 5% annually, Romania is one of Europe’s most promising locations for investors wishing to set up a new company.

Romania Limited Liability Companies are not considered as offshore companies as there is no offshore legislation in Romania.

A Romanian SRL is equivalent to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it.

Advantages of company incorporation in Romania:

Double-tax agreements with almost 90 countries, residence certificate, VAT Number – VIES, EU Parent Subsidiary;

Credibility and prestige for your worldwide partners, having your resident non-offshore company;

16% Standard Corporation tax rate. For micro-companies with annual turnover less than €100,000 and with fewer than ten employees, corporation tax is currently just 3% on income. If you have 1 employee it drops to 2% and if you have 2 or more employees the tax drops to 1%.

There are no restrictions on foreign Directors or Shareholders, individual or corporate;

Romanian company can easily open bank account at any local bank;

Interim dividends distribution is allowed.

Board Meetings can be held anywhere in the world.

Summary of Romania Limited Company and main characteristics:

General Information 
Type of companyLimited Liability Company (SRL)
Corporate LegislationCompany Law no. 31/1990 and the Trade Registry Law no. 26/1990
TaxationStandard Corporation Tax – 16%, 1%-3% for Micro-companies with annual turnover less than €100,000.
Tax on Dividends – 5%

Standard VAT rate – 19%
CurrencyStandard Currency RON
Paid up capital requirementPaid up capital required only 45 EUR.
Time zoneGMT (UTC) +2
Directors
Minimum no. required1
Local Director requiredNo
Location of MeetingsAnywhere
Shareholders
Minimum no. required1
Location of MeetingsAnywhere
Company Secretary
RequiredOptional (can provided by Consil Formation)
Local Secretary requiredNo
Registered office requiredYes, local
Share Capital
Standard CurrencyRON
Standard Authorized Capital200 RON
Minimum paid up capital200 RON (45 EUR)
Accounting Requirements
Preparation of accountsRequired (can be completed by Consil Formation)
Requirement for auditOnly for turnover over 7.3 mil EUR
Accounts public accessibleYes
Requirement to file Annual ReturnYes (can be completed by Consil Formation)
Further Information
Bearer sharesNo
ConfidentialityYes
Nominee servicesAvailable
Need to travelNo
ApostilleYes, Hague Convention 1961
OwnersIndividuals or Corporate

Register your Romania Limited Company

Company Formation – with all services included for the first year: € 2000;

Certificate of Incorporation;

Memorandum and Articles of Association;

Appointment of Director(s), Distribution of Shares, Minutes, Resolutions in accordance with banks requirements;

Share Certificate(s);

Authorized Share Capital of 200 RON;

Local Registered Office Address;

Registered Agent;

Preparation & Filing of Annual Return;

Personal manager assistance for the entire period.

Renewal Fee after one year – with all services included for the next year: 1400

Local Registered Office Address;

Registered Agent;

Preparation & Filing of Annual Return;

Personal manager assistance for the entire period.

Nominee Director – Individual or Corporate as per client’s request: € 1500

Nominee Shareholder – Individual or Corporate as per client’s request: € 800

Local Licensed Secretary – as per client’s request: € 800

Power of Attorney – General / Special PoA Notary Legalized with Apostille, in accordance official institutions and with banks requirements: € 500

Certificate of Good Standing with Apostille, in accordance with official institutions and banks requirements: € 450

Certificate of Incumbency with Apostille, in accordance with official institutions and banks requirements: € 450

Legalization of Documents:

  • Document Notarization per document: € 500
  • Bundle of documents Notarization;
  • Document Apostillation per document;
  • Bundle of documents Apostillation.

Company Seal: € 100

Company Rubber Stamp: € 150

Bank Account opening service – Quotation based on each particular case;

Compliance Service – After Company Incorporation Services – new persons, legal entities, annual compliance review: € 75/hour

Accounting & Bookkeeping – Quotation based on each particular case.