The branch functions as a division of a parent company and, according to Law no. 105/1992 on the Regulation of the Private International Law Relationship it is governed by the national law in the country of origin. It has no legal personality or independence, it has no individual prerogatives. It represents a secondary office which performs a set of actions dictated by the mother company. If willing to open company branch Romania, you should be aware of the fact that the main company is always responsible and liable for employees and creditors. A branch works as an instrument through which a certain business can extend its actions.
In order to set up Romanian branch you have to follow the same steps as those mentioned for the subsidiary but, there is no need to establish incorporation statutes. The documents required to incorporate branch Romania include:
• a certified copy of the articles of incorporation of the parent company;
• evidence of registration of the parent company in its country of origin;
• documentation indicating the company's solvency;
The next step to open company branch Romania is the registration with the local bureau of the National Trade Register Office.
When deciding to incorporate branch Romania you may also consider the main differences between a subsidiary and a branch:
• While a subsidiary has a legal personality and is considered a Romanian entity, the branch is just an extension of the parent company and therefore has no legal personality and no independence.
• The branch has no separate status from the foreign company itself but, a Romanian subsidiary of a foreign company is a Romanian legal person and, consequently, it is subject to Romanian laws.