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Romanian Limited Liability Company (SRL)

» Key Corporate Features
» General Information
» Company Information
» Compliance

» Information Downloads

Key Corporate Features

	General
	Type of entity:		SRL
	Type of law:		Commercial
	Shelf company availability:		No
	Our time to establish a new company:		7 days
	Minimum government fees :		Ron 200 (approx €60)
	Corporate taxation:		16%
	Double taxation treaty access:		Yes
	Share capital or equivalent
	Standard currency:		Ron
	Permitted currencies:		Any
	Minimum paid up:		Ron 200 (approx €60)
	Usual authorised:		Approx €1000
	Directors
	Minimum number:		One
	Local required:		No
	Publicly accessible records:		Yes
	Location of meetings:		Anywhere
	Shareholders
	Minimum number:		One
	Publicly accessible records:		Yes
	Location of meetings:		Anywhere
	Company Secretary
	Required:		No
	Accounts
	Requirement to prepare:		Yes
	Audit requirements:		No
	Requirement to file accounts:		Yes
	Publicly accessible accounts:		Yes
	Other
	Requirement to file Annual Return:		Yes
	Change in domicile permitted:		Yes

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General Information

Romania is situated in south-eastern Europe just north of the Balkan Peninsula and is the second largest country in Central and Eastern Europe with an area of 237,500 sq kilometres. The country is divided into three areas the central and north-western region comprising Transylvania, Crisana and Banat and encompassing the Carpathian Mountains; the southern region comprising the Wallachian Plain with the river Danube forming the country’s southern border; lastly, the eastern region comprises the Moldavian Plain bordering Moldova and Ukraine. The Capital is Bucharest with a population of approximately two million.

» Population

The total population of Romania is approximately twenty two million, 55% of which live in urban areas. Ethnic Romanians make up about 89% of the population, Hungarian 7% followed by Rroms, Germans, Russians and Serbs.

» Political Structure

Romania is a Constitutional Republic. The present Constitution was adopted by the Parliament on 21 st November 1991. The Legislative power is vested in a bicameral Parliament which is made up of a lower house of 345 seats (Chamber of Deputies) and an upper house of 140 seats (Senate). Parliamentary elections are held every four years whilst presidential elections are held every five years.

» Infrastructure and Economy

Romania has an extensive road and rail network. The main Romanian providers of scheduled passenger air transport are Tarom and Carpatair, several international airlines serve Romania and there are daily flights to most European capitals. Airfreight is handled exclusively in Bucharest.

Since the beginning of 1990, Romania has had a free market economy countered by a continuous government presence in the industrial sector. Romania sits at the crossroads of many traditional commercial routes that allow access to over 200 million consumers within a 1,000 km radius of Bucharest. Romania has six designated Free Trade Zones, mainly located around ports: Constanta Sud-Agigea (on the Black Sea), Sulina (at the mouth of the Danube), Braila, Galati, Giurgiu (on the Danube), and Curtici-Arad (on the Hungarian border).

» Language

The official and spoken language is Romanian although Hungarian and German are spoken in the North West and central regions.

» Currency

The Ron

» Exchange Control

No

» Type of Law

Civil Law, the modern legal system in Romania dates back to the mid-19th century. The Romanian justice system is based on French, Belgian, Italian and German models.

» Principal Corporate Legislation

The Companies Act 31/1990 modified by Law 441 /2006

» Type of company for international Trade and Investment

Limited Liability Companies (SRLs) are the most popular vehicles for carrying on business activities in Romania by local and foreign investors because of the low administrative requirements, greater flexibility and low initial capital requirements compared to other types of companies.

» Procedure to Incorporate

This entails the deposit of the paid-up share capital into a bank account and filing of the Memorandum and Articles of Association with the Registry of Commerce. Shareholders, if corporate, are required to submit their statutory documents, Certificate of Incorporation, a Bank Reference and a Decision of the Shareholder Assembly in order to incorporate the Romanian entity. If the shareholders are physical persons a copy of their passport is required together with confirmation from the local police authorities confirming their good standing or an extract from the Criminal Records Register.

» Restrictions on Trading

Limited Liability Companies are not permitted to:

• Undertake banking or insurance activities or any other activity that might suggest an association with same, without a licence.
• Undertake investment business other than the investment of the company's own assets without a licence.
• Neither solicits funds from the public nor offer their shares or membership to the public without a licence.

» Powers of Company

A Romanian company has all the powers of a natural person.

» Language of Legislation and Corporate Documents

Romanian.

» Registered Office Required

Companies must maintain a registered office in Romania.

» Shelf Companies Available

No

» Time to Incorporate

7 to 10 days, subject to name approval.

» Name Restrictions

A name, that is similar to or identical to an existing company or is known to exist elsewhere. A name which may imply illegal activities.

» Language of Name

Names can be expressed in any language using the Latin alphabet.

» Name Requiring Consent or a Licence

The following names or their derivatives require consent or a licence: bank, building society, savings, loans, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, trust, municipal and finance or their foreign-language equivalents.

» Suffixes to Denote Limited Liability

SRL (Societate cu Raspundere Limitata)

» Disclosure of Beneficial Ownership to Authorities

The identity of the beneficial owners of the Romanian Limited Liability Company is not confidential.

» Authorised and Issued Share Capital

Limited Liability Companies have a minimum authorised share capital of Ron 200 or its currency equivalent, this being the maximum for the minimum capital duty payable upon incorporation. The minimum issued capital is one share of Ron 10 value.

» Classes of Shares Permitted

Limited Liability Companies may have registered shares, preference shares, redeemable shares and shares with or without voting rights.

» Taxation

With effect from 1 st January 2007 the standard tax rate of 16%.

If certain conditions are met, companies may opt for the micro-company regime, under which a 2% (2.5% in 2008 and 3% in 2009) income tax rate is applied to revenues derived by the Company. The conditions to qualify for the micro company regime are as follows:

• An annual turnover of less than EUR 100,000
• employees number between 1 and 9
• more than 50% of the company’s income derives from activities other than consultancy and management.

» VAT

Romanian companies may be registered for VAT purposes.

• 19% standard rate, which is applicable to supplies of goods and services not subject to VAT exemptions or to the reduced rate
• 9% reduced rate, which is applicable to the supplies of certain goods/services specifically enumerated in the Fiscal Code, such as sale of medicines, hotel accommodation services, books, tickets to museums, cinemas, etc.

» Double Taxation Agreements

Romania is a party to over 78 tax treaties.

» Financial Statements Required

All Limited Liability Companies, SRLs, if registered in Romania, are considered as resident in Romania for tax and currency purposes and must comply with statutory requirements for book and record keeping as detailed in the Accounting Law of 2005. If a limited liability company has more than 15 shareholders, it is obliged to appoint company censors.

» Directors

The minimum number of directors is one; they may be of any nationality or residence. Bodies corporate may be appointed as directors.

» Company Secretary

A Company Secretary is not required.

» Shareholders

The minimum number of shareholders is one, maximum number 50. A person, either natural or legal, cannot be the sole shareholder of more than one SRL.

	Word	PDF
Romanian Limited Liability Company Fact Sheet	94KB	71KB
Enquiry Form	105KB	66KB
Order Forms	278KB	131KB
	Excel
Comparison Chart	114KB

Disclaimer

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. GTA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.