Consulting on company formation and assistance in preparing the necessary documents for company registration in Romania

Starting a business requires not only a clear vision and a well-structured strategic plan but also compliance with legal procedures for company formation in Romania. The Blaj Law team provides complete support in this process, allowing entrepreneurs to focus on growing their business.

The first aspect to consider before completing the formalities with the Trade Register is choosing the appropriate legal form. Whether it is a limited liability company (SRL), a joint-stock company (SA), or other types of legal structures, the correct selection depends on several factors, such as the level of liability of the shareholders, available capital, and the type of activity undertaken. Making the right choice from the beginning can prevent future complications related to tax regulations, financial obligations, and administrative responsibilities.

Company Name Reservation in Romania

Another important step is choosing and reserving the company name. In this regard, it is necessary to check the availability of the desired name and submit an application to the Trade Register.

Although the company name does not need to match your brand, it is preferable to ensure that it is suitable for the long term since renaming the company later has implications for corporate documents. In other words, when changing the company name, a new registration certificate will need to be issued, along with submitting new declarations to ANAF and updating the VAT Registration Certificate or Intracommunity VAT Certificate, depending on the specific situation.

Establishing the Registered Office in Romania

Next, setting up the registered office is another mandatory step in the incorporation process. The necessary documents must confirm the right to use the chosen premises, and if the registered office is located in a condominium, neighbor or homeowners’ association approval may be required. Our team of Romania lawyers provides consultancy and assistance in drafting these contracts. Once the office is established, we prepare lease or loan-for-use agreements to ensure they contain favorable long-term clauses.

The Articles of Incorporation

Company formation also requires drafting the articles of incorporation, which include the corporate structure, business activity, share capital, rights and obligations of shareholders, and company management methods. Our commercial law specialists help draft customized clauses in addition to the standard content of the articles of incorporation, ensuring that you avoid potential issues in dealing with corporate bodies.

Share Capital in Romania

Regarding share capital in Romania, in the case of the most common corporate form, the limited liability company, the minimum required capital starts at just one RON. However, it must be structured properly to reflect the distribution of shares among shareholders.

Trade Register Filing in Romania

Filing the registration dossier with the Trade Register is the final step before the company becomes operational. The dossier includes:

• Registration application;
• Annex 1 for tax registration and, if applicable, Annex 2 for foreign investment;
• Standard self-declaration signed by shareholders or directors, confirming that the company does not operate outside the declared offices (declaration model 1) and that operating conditions are met (declaration model 2);
• Proof of company name availability and reservation;
• Original articles of incorporation;
• Document proving the right to use the registered office space;
• Documents proving ownership of in-kind contributions, if applicable;
• Declarations of founders, directors, and auditors, confirming that they meet the legal requirements to hold these positions;
• Identity documents of founders, directors, auditors;
• Declaration regarding the beneficial owner of the legal entity;
• Proof of payment for publishing the registration in the Official Gazette, Part IV;
• If applicable, an authentic self-declaration of a foreign citizen, either on their behalf or as a representative of a legal entity not fiscally registered in Romania, along with a certified translation.

Depending on the specific case:

• Registration documents for non-resident founders, directors, auditors;
• Homeowners’ association approval;
• Proof of prior authorizations/approvals if required by law;
• Proof of authorization for the person designated to complete legal formalities, in original;

Any errors in completing or submitting the above documents may lead to the rejection of the application and delays in the incorporation process. The Blaj Law team handles document management for you, ensuring that all paperwork is correctly completed and submitted on time.

After the company is officially established, numerous administrative and legal aspects must be managed to maintain legal compliance. Subsequent modifications to the company structure, such as share transfers, director changes, or capital increases, require additional documentation and registration with the Trade Register. The Blaj Law team in Romania offers ongoing support for these modifications, ensuring that all changes comply with legal regulations.

SRL or PFA in Romania?

Depending on the type of economic activity you want to undertake in Romania, registering as a PFA may be more suitable. If you are unsure which legal form is best for your business, Blaj Law can help you choose between a limited liability company (SRL) and a sole proprietorship (PFA), considering the advantages and limitations of each option.

Ultimately, the company formation process can be significantly simplified with the support of a specialized legal team. From choosing the legal structure to submitting the final application, Blaj Law ensures that each client receives a tailored solution, allowing entrepreneurs to start their activities quickly and under maximum legal security.