Establishing a LLC or LTD in Romania

One of the best options for carrying out economic activities in Romania is the establishment of an LLC or LTD (in Romania, they are both called „SRL”).

But what are the steps for establishing a Limited Liability Company?

 

  1. Well, the first step is choosing a name, so in order to establish a company, you must reserve a name for it. This procedure takes place in front of the Romanian Trade Registry, where you need to come up with three names, in the order of your preference.

 

  1. After this, another important step is to begin the preparation of the company’s documents.

Regardless of how many associates the company will have, there will need to be a Costitutive Act, in which the most important clauses must contain:

  • the registered office of the company;
  • the names of the administrators and the term of their mandate;
  • the limits of the mandate of the administrators;
  • the share capital of the company.

 

  1. After this, another document that is of equal importance is represented by „the proof of headquarters”, or in other words, the contract that allows the company the right to establish it’s headquarters in the location included in the Constitutive Act.

If you do not have activity at the headquarters, you can ask your lawyer to host it at his law firm.

 

  1. After this, every associate and administrator must give a statement through which they declare that they meet the legal conditions for holding these qualities.

 

  1. Another needed document is the authentic declaration of the natural person – foreign citizen, in his own name or as a representative of the foreign legal person, through which he states that the legal entity is not fiscally registered in Romania and he or it does not have a fiscal record, in original and, as the case may be, the translation made by an authorized translator whose signature is legalized by a public notary.

 

  1. Of course, the representative of the future company will have to give at a public notary the signature specimen.

 

  1. Another important statement is the Declaration of a Real Beneficiary, which is imposed by the Law no. 129/2019 for preventing and combating money laundering and terrorist financing and needs to be given in front of a public notary.

 

Be advised, as Covid-19 restrictions and rules apply, some of these documents can be registered under private signature, but until a certain date.

 

All in all, the costs can vary, and are composed by:

  • Translation services;
  • Public Notary costs;
  • Lawyer fees;
  • Trade Registry fees.

 

As a foreign citizen who wants to establish a company in Romania it is best to contact a lawyer and get a quotation as he can tell you all the details and steps that need to take.

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