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How to Set Up a Limited Liability Company in Romania

How to Set Up a Limited Liability Company in Romania

Question: What documents do I need for establishing an LLC in Romania? 


The document that establishes a limited liability company in Romania is called “articles of incorporation” and it is unique in its form. This kind of company can also be founded on the basis of a social contract and a statute, or only with a statute in case there is just one associate.

In the articles of incorporation, the main details which must be mentioned are:

  • the personal information of the shareholders;
  • the company’s name and its registered office;
  • the company’s activities specifying the main;
  • secondary commercial activities and other specific aspects regarding the associates.

Our team of lawyers in Romania can help investors draft and prepare these documents for submission.

Question: How many shareholders can a Romanian Limited Liability Company have?

Answer: Regulations regarding setting up of a Romanian company allow a single shareholder to establish a Limited Liability Company. The law forbids this shareholder to be a unique partner in other limited liability companies and this corporation can only be established by a maximum of 50 associates. In the LLC, the shareholders respond within the limit of their contribution to social capital and the social obligations are guaranteed by the social patrimony.

Each shareholder has the right to attend the General Meeting of Shareholders, but also the duties and responsibilities which come with this position. The liabilities of the shareholders can be further discussed by our Romanian lawyers.

Question: Are there any restrictions or limitations to be considered, regarding the person who can start an LLC in Romania?

Answer: Individuals who are completely banned to incorporate SRL Romania include those persons who were convicted for bad management, fraud, embezzlement, giving or taking bribes or other illegal activities mentioned in Law 31/1990. One of our attorneys in Romania ca provide more details.

Question: I want to open an LLC in Romania, what is the minimum registered capital for a SRL?

Answer: In 2024, a minimum registered capital for a limited liability company opened in Romania (SRL) is no longer in place. The founders state the chosen amount at the moment of registering the company with the Trade Register the associates must declare this amount.

In order to set up a Romanian LLC in 2024, the associates have the possibility to establish another registered capital according to their business. If in the beginning there is a minimum amount set, the limited liability company can increase the registered capital. Our Romanian lawyers can help you open a limited liability company.

Question:   What do I need to know when choosing the name for limited liability company in Romania?

Answer: All companies must opt for a specific name which must be unique. No company has the right to use the name of a public authority, neither public institution nor company governed by the state. Our lawyers in Romania can provide information on the current guidelines for choosing a company name.

Question: I plan to start an LTD in Romania, do I need a registered office?

Answer: Yes, in order to open a Romanian LTD, you have to prove with documents the existence of a registered office, for example certified copies of the property ownership certificate.

In case you have a personal property and you want to convert it into a registered office so you can then open the Romanian LTD, you need to submit to the file certified copies of the property certificate. No matter if you are the owner of this property or only a tenant or a lessee, you will need the approval of the owners association or the tenants association. If you choose to invest in Romania through a LTD, our team can help you in the incorporation procedure.

A virtual office is also a viable option. Those interested can check the package offered by our Romanian law firm.

If the LLC was co-owned by spouses who are now looking to get divorced in Romania, our team can help you with essential information about the treatment of matrimonial property once the divorce is final. We will present you with your options for selling your part of the business or coming to another arrangement with your former spouse. You can always contact us for more information.

Question What documents do I need to provide for opening a SRL in Romania in 2024?

Answer: In order to incorporate a SRL Romania, the following documents and information are required:

  • the shareholder’s personal information: full name, place and date of birth, residence and nationality;
  • the general manager responsible with the management and running the company, individuals or legal persons;
  • the company’s name and registered office;
  • the nature of the business in which the proposed company will be engaged, specifying the main and secondary commercial activities;
  • data regarding the percentage of profits and deficit for each associate/shareholder;
  • the information referring to the subscribed registered capital by each shareholder, the number and nominal worth of shares, the number of shares subscribed to each shareholder for his/her part.

The experts at our law firm in Romania can assist foreign investors who cannot be present during the entire incorporation process in 2024.

If you want to open an LLC in Romania you should also keep in mind that the company will need to meet ongoing tax and reporting obligations. An advantage to opening an LLC is that it can be subject to the micro company regime, if it qualifies for this purpose. Two key taxes for Romania companies are the following:

  • 16% corporate income tax rate or the micro company regime with a 1% or 3% or revenue; companies qualify if they have an annual turnover of less than EUR 500,000, at least one employee, they do not have certain NACE codes, and comply with other criteria;
  • VAT rate of 19% as a standard tax, along with two reduced rates of 5% or 9%; starting with 1 January 2024 the VAT rates were changed.

Our lawyers provide solutions in all areas of law. You can reach out to us as soon as you decide to incorporate an LLC, just as when you wish to buy property in Romania. Our team will assist you throughout the process, whether it is a commercial space (for an office, or for a store), or if you are interested in residential real estate investments in the country.

Each business is different. This is why we are here to help you, so you won’t have to worry about any legal issues, while you are fully focused on your entrepreneurial strategy and ideas.  Through our law firm, we have a team of experienced lawyers in Romania, ready to help you open the business you’ve always wanted to start in Romania. For a free case consultation, please call us now!