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Romanian company creation

According to the Romanian law, the foreign investors are equally treated with the Romanian ones, benefiting from the same opportunities for setting up business operations in Romania. These entities operate as independent bodies and are distinct from the legal units of their shareholders or partners.

We create and register your company in Romania and obtaining the establishing certificates ( Registration Certificate CUI , VAT certificate and ROI registration in The Register of Intra Community Operators).

The Romanian law defines many forms of companies, but these are the most important and common:

- limited liability company "societate cu raspundere limitata" (SRL);

- joint stock company "societate pe actiuni" (SA);

- self-employed person "persoana fizica autorizata" (PFA);

Any business entity must be incorporated with the National Trade Register Office organized by the Romanian Chamber of Commerce and Industry from Buzau County. The date of incorporation is considered the starting date of its legal existence. The National Trade Register Office is a public institution mandated to maintain statistical information on business activities in Romania.

The main steps for setting up companies and their registration with the Trade Registry Romania and obtaining the Registration certificate of the company (CUI):

1. Establishing business objects

Choosing objects of the company, according to NACE classification code and establishing primary and secondary objects of activity.

2. Choice of legal form ( legal bodies)

Example: a limited liability company

Limited liability company is the company whose bonds are secured by the social heritage and associations are required only in limited subscribed capital.

Features limited liability company are:

• The association is based on the trust of associates

• The share capital is divided into shares, represented by non-negotiable securities

• Associations are responsible for the social bonds in the limit their intake

3. Establishing the new company name and logo.

Check availability and book company's name on Trade Register.

• Company name or, if applicable, the name under which a traderis exercising the activity and under that sign.

• Company emblem must not contain specific words or phrases of special institutions and public or local authorities, only after obtaining special permission;

• Submitting a company containing the words national, Romanian, institute or derivatives thereof or words or phrases characteristic of central public authorities and institutions are made only with the agreement of the Government General Secretariat.

• Check availability and the company logo is made by the Trade Register before drawing up articles of incorporation .

4. The Articles of Incorporation of the Company

The articles of incorporation shall be prepared in accordance with the legal form chosen by the partners for the new company.

• To prepare the articles of incorporation recommend resorting to specialist advice.

• Foreigners who do not speak Romanian, signed the memorandum in the presence of an authorized interpreter.

The Romanian Incorporation Act (constitutive act) will contain references to:

1) associated persons

- in a limited liability company, the partners can not be greater than 50.

- can have only one shareholder:

- a person or entity can be sole shareholder in only one limited liability company

- can not have the sole shareholder another limited liability company consists from a single person

- if there are more shareholders, the company must have at least two, but not more than 50 associates

2) a form, name, address of head quarter, logo, lines of business

- the company consists of a personal name, which can add the name of one or more associates or a choose name and will be accompanied by the words "limited liability company"

3) a share capital subscribed and paid

- the capital of a limited liability company can not be less than 200 lei ( around 50 euro).

- the share capital is divided into equal shares that can not be less than 10 lei. The shares can not be represented by negotiable securities.

- the share capital may be increased or reduced in accordance with Law No.31 / 1990.

4) company administrators

5) the part of each associates in profits and losses

6) shares

- can not be represented by negotiable securities

- have the equal nominal value, which can not be less than 10 lei

7) a secondary offices

8) Company duration

9) a method of dissolution and liquidation

Within 15 days of the date of authentication of the Incorporation Act , the founders and directors of the company or an agent thereof, shall require registration in the commercial register the company in whose jurisdiction will have its head office ( County’s Trade Register).

5. Company headquarter

The registered office of the Company can be set in a space owned by one or more partners or a space found for their use (as under a lease, sublease, loan,l rent etc.).

Proof is established by the following documents:

• Rent contract

• Lease agreement or sublease

• Contract of sale

• Contract for convenience, use, usufruct

6. Share capital and legal fees

• contribution to the share capital money is compulsory establishment of any form of society. Contributions in cash shall be deposited in any bank , choose it by shareholders.

• payment of the legal fees and stamp duty for registration of the company.

7. Registration at Trade Register

The request to perform the registration at Trade Register must be done to the Unique Office of Trade Register at the Court in whose the company’s headquarter will be, by the founders, administrators (their representatives), as well as our representative .

At the Trade Register held following formalities:

• Checking the foundation file if contains all of the Company's filed documents;

• Territorial Court judge delegated will verify the legality of the documents submitted and registration of the company has authorization;

• Send for publishing in the Official Gazette closing appointed judge;

• Incorporation of the company;

• Release the the registration certificate of the company (CUI).

8. Authorisations and permits

All permits or authorizing documents will be required from public authorities depending on the activity of the company. To begin actual commercial activity in the Trade Register, are obtained all legal permits and opinions of the Company operation.

Registration for Value Added Tax ( VAT) in Romania at the National Tax Administration Agency (ANAF) and obtaining the VAT Certificate

According to the Tax Code, the taxable person who has established their business in Romania and made or intends to undertake an economic activity involving taxable transactions exempted from value added tax with rights to deductibility and / or operations resulting from economic activities for which the place of delivery / provision shall be deemed to be abroad, if the tax would be deductible, in the case that these operations were carried out in Romania, must apply for registration for VAT purposes to the tax authorities.

In order to register for VAT, you must complete and submit an application for registration found on NAFA's official website, under the conditions and criteria set out in Order no. 17/2015 on establishing criteria for conditioning the registration for VAT purposes.

The VAT registration Romania process specifies that the company in question must meet a number of conditions such as: to be formally incorporated according to the laws of our country, to have a real registered office, to submit to the National Agency for Fiscal Administration (NAFA) all statements and claims provided by law, to submit the balance sheet for the last month prior to filing the application. Among documents which must be submitted to NAFA there is also the Annex II to the statements 010 or 098. This must be filled using only specific software provided by NAFA and, in this way it will be automatically listed in the database of this institution.

If the taxpayer meets the evaluation criteria in part, the responsible department in assessing the intention and ability to conduct business invites the legal representative of the taxpayer to its headquarters. If the latter does not provide the accurate and complete data and information required and doesn’t clarify the intention and ability of the taxable person to carry out economic activities involving economic activities that consist in transactions within the scope of VAT, the compartment competent in assessing the intent and ability to carry out economic activities forwards the request for VAT purposes registration, with all the documentation that represented the basis of the analysis, to the competent regional fraud directorate, which issues the proposal to approve or refuse the registration for VAT purposes.

Addressing the request for VAT purposes registration ends with the decision to approve / reject the registration for VAT purposes and the decision to approve or reject it is communicated to the taxable person.

Registration at the National Tax Administration Agency (ANAF) on the Register of Intra Community Operators

In order to register in the Register of Intra Community Operators, taxpayers and non-taxable legal persons must submit to the competent tax authorities a registration request accompanied by other documents for proof, established by order of President of the National Tax Administration Agency. If in the case of taxpayers it is mandatory the presentation of the criminal record issued by the competent authority in Romania of the associates and administrators except for joint stock companies shaeholders.

Romanian bank account

We provide all necessary help to open a Romanian bank account intended for business purposes. Internet banking Romania services are included in this package.

Contact us for more information on cibr@telenet.be

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