How to Incorporate an SRL in Romania: A Step-by-Step Guide
Setting up a limited liability company (SRL) is the most popular route for entrepreneurs in Romania. This guide walks through the key steps, from choosing a name to getting your registration certificate.
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A limited liability company, known in Romanian as a societate cu răspundere limitată (SRL), is by far the most common legal structure for businesses in Romania. It offers flexibility, limited liability for shareholders, and is open to both Romanian and foreign nationals. While the process has been streamlined in recent years, it still involves several important steps.
Choose a company name
The first step is to decide on a unique name for your company. The name must not be identical or confusingly similar to an existing registered company in Romania. You can check name availability online through the Trade Register's portal or request a name reservation certificate, which holds your chosen name for a limited period.
Prepare the articles of association
The articles of association (act constitutiv) set out the company's key details: name, registered office, business activities (CAEN codes), share capital, shareholders, and management structure. For a single-founder SRL, the document is a simplified 'decision of the sole associate'. It must be signed by all founders, and signatures must be notarised unless you use the online incorporation system.
Open a bank account and deposit share capital
The minimum share capital for an SRL is currently 1 leu, but you may choose a higher amount. The capital must be deposited in a bank account before registration, and you will receive a proof of deposit certificate. Some banks offer dedicated packages for new businesses, but it is wise to compare conditions.
Reserve the company name
If you have not already done so, you must obtain a name reservation certificate from the Trade Register. This confirms that the name is available and reserved for your use during the incorporation process.
Register with the Trade Register
The main incorporation step is filing an application with the National Trade Register Office (ONRC). You can do this in person, by post, or online through the dedicated portal. The application includes the articles of association, proof of share capital deposit, name reservation, proof of registered office (e.g., a lease agreement or property deed), and identification documents of the founders and directors. A registration fee applies, and processing usually takes a few business days.
Obtain tax registration
Upon incorporation, your company automatically receives a unique registration code (CUI) and is registered for corporate income tax and, if applicable, for VAT. You will also need to register with the local tax authority for local taxes.
Register for VAT if required
If your company's annual turnover is expected to exceed the VAT threshold or if you engage in certain activities, you must register for VAT. You can also opt for voluntary VAT registration. The standard VAT rate in Romania is 19%.
Final steps
After registration, you may need to obtain additional permits or licences depending on your business activities, register employees with the labour authorities, and set up accounting records. Engaging a local accountant or lawyer is highly recommended to ensure full compliance.
Incorporating an SRL in Romania is relatively straightforward, but attention to detail is essential. Always verify the latest requirements with official sources, as procedures and fees can change.
