Find, in this article, useful information regarding the steps to follow by a foreigner to set up a business in Romania.
When it comes to setting up a business in a foreign country, many questions arise in the mind of an expatriate. Indeed, you will probably wonder what are the most promising sectors in the country, if your activities will flourish there, and above all, if related formalities are complicated for foreigners. In general, Romania is very open towards foreign investment thanks to a very developed and diversified market.
In order to attract foreign investors, local authorities have modernized practices and procedures over the years. Thus, you are the most welcome to Romania if you have projects aiming at developing the country and, at the same time, benefiting the rest of Europe.
Types of companies
There are four types of companies in Romania, for instance, the Limited Liability Company, the Public company, the Partnership and the Single Sponsorship Company.
The Limited Liability Company requires a maximum of 50 partners, as well as a minimum capital of 200 lei. Note that each partner's liability is limited to his amount of contribution.
The Public Company, for its part, requires a minimum capital of 90,000 lei and involves at least two partners.
The Partnership requires at least two partners, but no minimum capital. Each partner's liability is limited to the amount contributed.
Finally, the Single Sponsorship Company requires a minimum of one general partner and one limited partner. Each partner's responsibility is limited to the amount of contribution.
Verifying and booking the company name
First of all, you are required to verify whether the name you have chosen for your company is available. It can be checked on the National Trade Register, either on its website or in person at its office. If the name is available, you have to produce three original company logos, proof of payment of fees of 72 lei to the same authority. Otherwise, you can issue a proxy letter is someone else is going to produce related documents on your behalf.
Opening a bank account
Thereafter, you are required to open a bank account in the company's name by producing the following documents:
- a company name availability certificate
- statutory provisions
- proof of address for the company's head office
- a proxy letter if the bank account is being opened by a third person.
As mentioned in the article Opening a bank account in Romania, the minimum bank deposit generally varies from one bank to another. Once you have made a deposit, you will receive a receipt indicating the amount deposited.
Registration with the NTR
You are required to register the company with the National Trade Register within 15 days following the establishment of statutory provisions stating the amount of capital contributed by each partner, signed by each of them. This step has to be accomplished at the nearest National Trade Register Office to the company's head office. The following documents are to be produced:
- the company's incorporation documents
- the company's tax registration number issued by the Ministry of Public Finance
- a legal notice published in the Romanian Official Gazette.
Note that fees of 600 lei apply. Procedures should be completed within three days.
You are then required to register the company with the Ministry of Public Finance for value added tax (VAT). This applies to all moral and physical persons residing or operating any commercial activity in Romania. Hence, you can download the VAT registration forms TVA 098 and registration form 010 to be produced to tax authorities. Note that this step has to be accomplished within 30 days following registration with the National Trade Register. In general, procedures should be completed within three days, or maybe more in some cases.
Registration of employees
Setting up a business in Romania probably means that you will have to hire staff. You are required to set up an electronic staff register. This document then has to be transferred to the nearest territorial office of the Labor Inspectorate to your company's head office. This procedure can also be carried out online after you have called personally at the Labor Inspectorate's office to create a virtual account and obtain a password.
According to Romanian labor laws, a legal working week consists of 8 hours per day over 5 days. You will then be entitled to 20 days of paid local leaves per year. All working conditions must clearly be indicated on the labor contract, regardless of its duration. Note that less than 15 years old minors are not allowed to work in Romania.
Finally, some companies allow their employees to work on a part-time or teleworking basis.
Foreign employers are required to make social contributions for each of their employees at the following rates:
- 29 % for social security
- 5.2 % for health insurance
- 0.85 % for sick leave (rate capped according to the national minimum gross salary)
- 0.25 % of the wage fund to the guarantee funds
- 0.5 % for the unemployment fund
- between 0.15 and 0.85 % for occupational accidents, risks insurance and occupational disease fund.
National Trade Register www.onrc.ro
National Trade Register – Request form for the verification of the company name availability www.onrc.ro/templates/site/formulare/11-10-181.pdf
National Agency for Tax Administration www.anaf.ro/anaf/internet/ANAF
PKF – Doing business in Romania www.pkf.com