1. What types of company can be formed in Romania?
The following are recognised as legal forms of company in Romania:
- Collective company / Societate în nume colectiv (SNC)
- Limited partnership company / Societate în comandită simplă (SCS)
- Limited partnership company with share capital / Societatea în comandită pe acțiuni (SCA)
- Joint-stock company or public limited company / Societate pe acțiuni (SA)
- Limited liability company / Societate cu răspundere limitată (SRL)
2. What is the minimum share capital for each company type in Romania?
- Collective company (SNC): 200 RON
- Limited partnership company (SCS): 200 RON
- Limited partnership company with share capital (SCA): 90,000 RON
- Joint-stock company (SA): 90,000 RON
- Limited liability company (SRL): 200 RON
3. Are there any requirements relating to company management in Romania?
The management of a limited partnership company with share capital (SCA) or a joint-stock company (SA) – whose annual financial statements are subject to a statutory audit obligation – is comprised of at least three administrators, which represent the board of administration. This board will elect a president of the board from one of its members, who will coordinate the activity of the board.
Share capital companies should specify in their Articles of Incorporation that the management of the company be comprised of a directorship and a supervisory board as follows:
- the directorship must have an odd number of members; and
- the supervisory board must be constituted of at least three members, to a maximum of 11.
The management of all of the other types of company should be comprised of:
- a board of at least three directors; or
- one or two administrators/directors.
4. What documents are required for company formation in Romania?
To form a company the following documents need to be issued:
- Articles of Incorporation;
- proof of share capital;
- proof of availability of the company name (issued by the Romanian Trade Register);
- proof of headquarters; and
- statements of the founding associates/shareholders and their signature specimens.
The documents need to include the following information.
- information about the founders of the company;
- the company name;
- the address of the headquarters of the company, which must be in Romania;
- the company’s main activity, as defined in Romanian Law; and
- the share capital origin (money or other goods).
5. What is the company registration process in Romania?
A company must be registered with the Romanian Trade Register, ascertained to the county court where the headquarters of the company are located. This can be done by any individual, either directly at the institution, or online through a digital application that requires an electronic signature. However, there are certain requirements for the statements of the founders of the company and for the share capital.
The following conditions/requirements have to be met before filing the application:
- the Articles of Incorporation have to be executed;
- the share capital has to be paid, or proof of existence obtained if it is comprised of goods;
- the proof of availability of the company name has to be valid; and
- the proof of headquarters has to be valid.
6. Are details of company ownership public in Romania?
The ownership of the company and its shareholders’/associates’ general information in regard to their company can be disclosed to anyone who submits a request to the Romanian Trade Register.
7. Can a foreign individual or company own shares in a Romanian company?
Foreign persons and companies can own shares in a Romanian company providing they are fiscally registered in Romania or can give an authentic statement that the respective person or company is not fiscally registered in Romania, has not committed acts and is not in situations of the nature of those enlisted in the fiscal record.
8. What is the corporate tax rate in Romania?
The corporate tax rate in Romania is 16%.
9. What are the rules for issuing dividends from Romanian companies?
A company can issue dividends to each of its shareholders in proportion to their contribution to the company’s share capital, either quarterly or annually, based on what was defined in the Articles of Incorporation.
The dividends can be distributed only from the profits as determined by Law.