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Preface

β€” Stefan-Lucian Deleanu

Preface

Starting a company can be a challenge for many entrepreneurs. In this article, we will discuss the necessary steps and optimal solutions to simplify the business registration process in Romania. We will detail the steps for establishing an S.R.L., which are the most common forms of companies in Romania, due to the benefits they offer for SMEs.

We start from the premise that you have already chosen an appropriate name for your company and have a well-defined business plan. If you haven't already, you can check out our article on how to choose an appropriate name for your business.

Drafting of the constitutive act

The constitutive act, or the statute of the company, represents the decision of the founders to associate for the establishment and management of the company. Through it, the founders specify the regulations to which the company will be subject, give their consent to the obligations they assume, and detail information about how the company will function, as well as the contribution brought by the associates.

You can get a free model of constitutive act right from the registry website, here, which can be easily modified with your information

Among other things, make sure that the articles of association include the following:

  • The structure of associates and administrators, along with their identification data:
Article 8^1 The identification data provided for in art. 7 lit. a), e), e^1) and f^1), respectively in art. 8 lit. a), g), h) and k^1) include:
a) for natural persons: surname, first name, personal numerical code and, if applicable, its equivalent, according to applicable national legislation, place and date of birth, domicile/residence and citizenship, identity card/passport, series, number, issuer, issue date, validity period;
b) for legal entities: company, headquarters, nationality, order number in the trade register and/or unique registration code, unique identifier at European level, according to the applicable national law.
  • Information regarding the social capital, the number of social shares, and their nominal value, as well as how they are distributed to the associates. It should be remembered that a social share must have a unitary and positive value (That is, you cannot use values ​​such as 1.5 lei / social share, negative or zero values).
  • The way of managing the company, and the obligations of administrators
  • The registered office of the company
  • Activities (according to CAEN Rev. 2) that can be carried out by the company. Here, the category of the main activity will be mentioned (which usually represents the first 3 digits of the CAEN code), the main activity (CAEN code of 4 digits, usually), as well as the secondary activities carried out by the companies. If you are not sure which CAEN codes you need, you can send us a message via chat, and we will answer you with the classification, according to the classification regulations brought by the law, completely free of charge, from the house :).
  • A clause by which the founders assume responsibility for fulfilling the conditions, according to art. 6^1 / law 31/1990, republished:
By signing the constitutive act, the founders assume responsibility for fulfilling the conditions provided for in art. 6 to found a company, a clause to this effect being provided in the constitutive act.
  • Other clauses that provide for the way in which the company's activity will be carried out, the way of codification and the structure of the company, etc.

What documents are required?

For registration in the trade register, you must have the following documents at hand, which you must scan, and if necessary (if you want to register at the counter, without a qualified signature), print them. If you don't have a scanner, you can use an application like Adobe Acrobat to turn your phone into a portable scanner. PhotoScan by Google, which allows you to turn your phone into a portable scanner.

  • Identity document or passport - For the identity document, it is recommended to scan both sides of the identity document.
  • A deed that gives you the right to use a space - For example, a loan agreement, a rental agreement, a sale-purchase agreement, along with the notarized proof of the transfer of the respective property to the company's assets, etc.
  • Proof of verifying the availability and reservation of the company name (idiomatic) - This can be completed through the trade register platform, or at the counter. If you decide to register online, you can instantly obtain proof of name availability.
  • Registration application (original) - The registration application must also be completed in the original at the counter or through the ONRC online platform. Filling it out should not pose too many challenges, in principle.
  • Appendix regarding fiscal registration - Here, the application regarding fiscal registration will have to be submitted, which will be submitted ex officio (by ONRC) to ANAF, which will issue you a CIF code, and, as the case may be, a tax code VAT. Here you will be able to choose the form of taxation (microenterprise, profit tax, etc.), as well as other information related to accounting (such as the deadline for submitting declarations).
  • Standard declaration on own responsibility regarding the fulfillment of the conditions of operation/conduct of the activity for the registered office and/or secondary offices or outside the registered office.
  • Constitutional deed (original) - details (Models of constitutive acts: sole partner LLC, multiple partner LLC, simple limited partnership, collective name).
  • Identity documents of founders, administrators, censors or auditors natural persons (copy certified by the party).
  • **(If applicable) Declaration on the personal liability of the foreign citizen ** in his own name or as a representative of the foreign legal entity that is not registered for tax purposes in Romania, in the original and, as the case may be, the translation made by an authorized translator .
  • (If applicable) the registration documents of the founders of legal entities - Here, the evidence regarding the right to represent the foreign company will also be presented. For example, if you do not have the capacity provided by the constitutive act of the legal entity, you will submit the notarial power of attorney, the court decision, or any other form of evidence that will allow you to represent the company that will be the founder in the new company. If your company was established in Romania, the trade register will obtain this information automatically.

Also, if you want to set up your online company, you will need to find a qualified signature provider. You can use traditional providers, such as TransSped, CertSign, or Namirial, or modern providers, such as ZealID, which also offer qualified signatures for free, valid for the European Union. At the moment, their application is still in development, but it seems that they have a functional prototype and can be used to save 100-200 lei that would otherwise be spent on a cloud signature or a token. The qualified signature will be used to sign documents, but also registration requests, and subsequently, it can be used to access government platforms (e.g., ANAF).

Submission of documents and actual establishment

The documents can be submitted either in person, at the counter, by post, or electronically (via the onrc.ro platform, or by email). The publication fee in the official monitor will have to be paid, which at the time of writing is 144 RON.

If you submit online, the forms can be completed online, and the process becomes much simpler. The ONRC platform allows you to view the status of your application later, and answers can also be added online (Adding mentions / completing the file, from the platform).

Another alternative would be to use a platform like Incorpo.ro, which automates the process of generating all the documents and issues a qualified signature for you. So, the establishment becomes fast and no longer requires effort on your part. After establishment, we can help you with accounting, but also with free consulting for all clients of the platform for a period of 3 years after establishment.