2022 INCORPORATION OF A COMPANY IN ROMANIA – HOW DO I LEGALLY INCORPORATE MY COMPANY? The registration procedure of a limited liability company (SRL) for the territory of Romania is a complex procedure that can put a foreign entrepreneur in difficulty. This procedure is based on many documents and the request must be filed with the Trade Register attached to the Tribunal where the future headquarters of the company will be. All in all, if all the documents will be correct prepared, the company will be incorporated in about 5 working days from the moment of filing all the documents.
However, at this moment, the procedure can be conducted exclusively online and within 2-3 days all the documents for the limited liability company incorporation can be prepared by a qualified person. It is essential to have support during this kind of procedure and to be advised as a foreign person who wants to set up a company in Romania.
Briefly, the incorporation procedure for a limited liability company (SRL) in Romania has the following steps:
1. NAME RESERVATION – as a general rule, the applicant must prepare 3 names for the new limited liability company (SRL) which will be verified by the Trade Register in order to check the availability;
2. PREPARING THE INCORPORATION ACT IN ORIGINAL – the most important document for a limited liability company (SRL) which will contain details regarding the shareholders, company’s activities, duration, directors, social capital etc. At this point it is extremely important to have assistance from an authorized person;
3. COMPLETING THE REST OF THE SPECIFIC DOCUMENTS WHICH ARE NECESSARY FOR THE INCORPORATION: declaration on own responsibility signed by the shareholders/administrator which will contain the authorized activities of the company; statement of the shareholder and administrator showing that all the legal conditions are fulfilled and these persons can have such position; document certifying the right to use a certain space as headquarters (if the company won’t have any activity at the beginning, for a limited period of 1 year, the headquarter can be established at the lawyer’s office); specimen signatures of the representatives of the company; if applicable, declaration on own responsibility of the foreign shareholders/administrators that they are not tax registered in Romania and that they have no unpaid tax obligation in Romania, that they are no subject of criminal economic offences; also, if applicable, in case that the shareholders are legal entities – a copy of the incorporation act, resolution of the shareholders, trade register excerpt of the company/ if the shareholders are foreign registered legal entities, we need to add a certificate of creditworthiness from a bank or from a Commerce Chamber;
4. FILING ALL THE DOCUMENTS WITH THE TRADE REGISTER;
5. PICKING UP THE REGISTRATION DOCUMENTS.
Official fees for incorporation of a limited liability company are 122 LEI (approx. 30 EURO/USD)/applicable for 2022.
2022 INCORPORATION OF A COMPANY IN ROMANIA. Important to consider: incorporation of a limited liability company is only a first step in collaboration with a lawyer, whose activity could cover many demands of a new company such as drafting contracts, legal advice regarding employees or institutions in Romania and many more.
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