:
registration of legal entity

Cost of registration The cost of the second year Number of Directors Corporate tax rates Payment of Charter Capital Financial statements
1720.00 EUR 870.00 EUR 1 16.00% 30000.00 Yes

SA company in Romania

doing-business-in-romania.jpgIn Romania, there is an active economic growth, and this is one of the reasons why the jurisdiction attracts foreign investors. Legislation offers different organizational and legal forms, but the most profitable for non-resident founders are two of them, namely: SRL and SA.

The country provides financial services at a high level, because foreign banks create competition for local ones.

SA: Limited Liability Company

Main advantage of this type of a company is the ability to conduct financing or be financed through bonds and other financial instruments. SA may be listed on the Securities Market.

Foreign investors have the opportunity to obtain state benefits: tax incentives, cheap loans, unlimited access to public services, etc. If you are establishing a business in an unfavorable region of the state, the chance of obtaining benefits is quite large.

Companies of SA type in Romania are allowed to be established by both legal entities and individuals.

Company management can be carried out by:

  1. System unit - the Board of Directors can be represented by at least one person. The Board appoints directors (at least one).
  2. Double system - Executive authority - Directorate - is engaged in management.

Minimum authorized capital is 90,000 RON or the equivalent amount in euros.

Package of documents for registration

For SA, it is necessary to provide:

  1. Data of shareholders: full name, place and date of birth, place of residence and citizenship.
  2. Company name and registered office.
  3. Information about the structure of a company.
  4. Information about the residence of the founders, their citizenship, duties, special powers or rights.
  5. Information about the activities of a company.
  6. Number, nominal value and type of shares.
  7. Subscribed and paid-up share capital. It can be represented by registered shares or bearer shares.

At least 2 persons (natural, legal) are required for registration of Romanian SA company.

There are two alternatives to the establishment of SA:

  • by subscribing and paying share capital offered by the founders;
  • through a public subscription (shares are sold through a stock exchange to increase a company's funds, as a result of which a joint-stock company acquires the status of an open one).

In the first case, it is necessary to issue no less than 30% of the share capital. The remaining 70% must be paid within 12 or 24 months from the date of registration, depending on the contribution.

Administration and management

Main governing body is the Board of Directors (at least one manager/director). Residents of Romania must hold at least 50% of managerial positions.

Managers/directors are not necessarily shareholders. They are appointed at the General Meeting of Shareholders for a period of not more than four years.

The General Meeting of Shareholders appoints three auditors and three of their deputies (unless more than three are specified in the statutory document). Conditions:

  • • at least one certified or qualified accountant;
  • • majority of auditors and deputies shall be residents.

If 20% of a company's share capital belongs to the state, the Ministry of Finance recommends that at least one auditor be appointed.

Accounting

Requirements for filing of financial statements are regulated by the standards of the European Union and international Standards. A company has the right to submit simplified accounts. Exceptions that oblige to submit full accounts (subject to the fulfillment of 2 out of 3 items) are the following:

  1. The capital is above 3 million 650 thousand EUR.
  2. The sales volume is higher than 7.3 million EUR.
  3. There are more than 50 employees in the staff.

The requirements for conducting the audit are determined by the Chamber of Financial Auditors.

Set of documents
   
  • Ask our manager
Nominee director and shareholder
 EUR  
  • Ask our manager

General information
Square238 391.00
Population21 848 500.00
CapitalBucharest
Unemployment20.80
State polityRepublic
Telephone code40
Place in the world in corruption75
locationSoutheastern Europe, bordering the Black Sea, between Bulgaria and Ukraine
ClimateTemperate; cold, cloudy winters with frequent snow and fog; sunny summers with frequent showers and thunderstorms; avg. maximum temperature (July) +29°; avg. minimum temperature (January) +2°
Literacy rate97.30%
Ethnic groupsRomanian 89.5%, Hungarian 6.6%, Roma 2.5%, Ukrainian 0.3%, German 0.3%, Russian 0.2%, Turkish 0.2%, other 0.4%
National currencyLeu (RON)
USD exchange rate3.30
GDP per capita97
Official languageRomanian
Credit ratingBB+
The judiciaryThe Supreme Court, the Constitutional Court
Executive authorityHead of government: Prime Minister, Deputy. Government: Council of Ministers appointed by the prime minister
Legislative authoritiesbicameral Parliament: the Senate (173 seats), the Chamber of Deputies (334 seats)
Corporate information
Opportunity to purchase ready-made companiesНет
Legal systemCivil Law (based on French, Belgian, Italian, German models)
The use of the Cyrillic alphabet in the nameНет
Local registered officeДа
Organizational and Legal Formsjoint stock company (SA) (Societate pe actiuni), general partnership (SNC), limited partnership (societate in comandita simpla), limited partnership by shares (societate in comandita pe actiuni) and limited liability company (SRL)
Indication of BPA in the nameJoint stock company (SA)
Local registered agentДа
Shares and share capital
Standard currencyLeu
Information about the beneficiary is disclosed90000
The minimum amount of paid-in capital, nat. currency30000
The minimum amount of the issued capital30000
Bearer sharesНет
Terms of payment of the issued capital30% at registration, full payment - within one year from the date of registration
Terms of capital payment30% at registration, full payment - within one year from the date of registration
Usual nominal value of shares0,1
Possibility to issue shares without par valueНет
Taxation
VATДа
Basic corporate tax rate16.00%
Capital gains taxНет
Currency controlНет
Corporate tax rates detailsGeneral income tax rate - 16%; small companies are taxed on turnover at 3%
Stamp dutyНет
Director and Secretary
Minimum number of directors1
The requirement for residency directorsНет
Director of legal entities are allowedДа
The data reveals to the local agentДа
Data field to the public registryДа
The requirement for the presence of the SecretaryНет
Requirement to the residense of the SecretaryНет
Requirements to qualification of the SecretaryНет
Legal entity as the SecretaryНет
Shareholder and beneficiary
Minimum number of shareholders2
Data is entered in the public registerДа
Shareholders residency requirementНет
Information about the beneficiary is disclosedДа
Information may be disclosed to the local agentДа
Shareholders-legal entities are acceptableДа
Reporting
The requirement for filing reportsДа
Open access to reportsНет
Statutory auditНет
The requirement for filing Annual ReturnНет
Open access to the Annual ReturnНет
The requirement for reportsДа
Treaty on avoidance of double taxation (States which signed)74
Membership in the OECDНет
Is it offshore according to Russian legislationНет
Trademark Registration
TM Comprehensive Study TM Registration Request TM Registration Certificate Total
First Class Additional Class First Class Additional Class First Class Additional Class First Class Additional Class
60.00 50.00 570.00 280.00 140.00 0.00 770.00 EUR 330.00 EUR
«TRADEMARK» refers to «Wordmark» or «Logo»

100.00 45.00 740.00 280.00 140.00 0.00 770.00 EUR 330.00 EUR
«TRADEMARK» refers to «Wordmark+ Logo»

Prices include all professional and official fees. If the change of official duties or exchange rates prices may vary.

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