- limited liability company may be established by one to 50 associates (are the only one regulated by Romanian legislation, which allows for the participation of only one associate in the share capital of such company);

- associates may include individuals and/or legal entities; 

- in a limited liability company with sole associate , the law prevents such associate from participating in the same capacity in another limited liability company;

- a limited liability company may not have as sole associate another limited liability company, consisting of one person; 

- the associates are liable for the company’s obligations only up to the value of the subscribed share capital. 

 

 

- the minimum share capital required under the law is RON 200 (two hundred) (approximately USD 66, or approximately EUR 56);

- the share capital must be divided into social parts with par value of at least RON 10 each;

- social part do not represent negotiable titles and therefore may not be transacted on organized markets;

- the transfer of the social parts to persons outside the company may solely be made with the approval of the associates representing at least three quarters of the share capital.

 

The file for the incorporation with the Trade Register, fiscal incorporation and the performance authorization of the LLC shall contain the following documents:

 

1. The incorporation application (original);

2. The prove for checking the availability and the reservation of the company’s name (original);

3. The Articles of Incorporation (original);

4. Proving acts of the legal headquarters (copy);

5. The proves attesting the subscription and the depositing of the registered capital by the associates (copy);

6. A written statement on their own responsibility signed by the founders/administrators/censors by which they declare they fulfill all the legal conditions required by the Trading Companies Law (original) ( the persons who, according to the Romanian law, are incapacitated or have been sentenced for fraudulent management, breach of trust, forgery, use of forgeries, cheating, embezzlement, perjury, bribery or taking bribe or other criminal offences prescribed by other Romanian laws, cannot assume the position of founders);

7. The signature specimen of the persons authorized to represent the company (original);

8. Fiscal record for the associates or for the legal representative of the trading company who have their residence/temporary residence/headquarter in Romania, or, for the foreign natural or legal person, having this position and who are fiscally registered in Romania (original) or, if case, a statement on their own responsibility given in front of the notary public by the foreign natural person or the legal representative of the foreign legal person which is not fiscally registered in Romania, declaring that he has no fiscal debts (original or, if case, translated and legalized copy);

9. If case, the management contract for the administrator/censor-legal person (copy) as well as the statements on their own responsibility given by the natural person designated to represent the manager/censor-legal person (original);

-Registration documents of the founders-legal persons (original or, if case, translated and legalized copy);

-The decision of the founders-legal persons regarding the setting up of the new trading company (original or, if case, translated and legalized copy);

-The mandate of the person authorized to sign up the Constitutive Act in the name and on the behalf of the of the founders-legal persons; (original or, if case, translated and legalized copy);

- The certificate of fiscal guarantee for the legal person non-resident that participates in the registration procedure, issued by a bank from the origin country (translated and legalized copy);

10. If case, all the prior authorizations provided by special laws (original);

11. If case, power of attorney or special power of attorney for the persons authorized to fulfill all the necessary legal forms (original);

12. The standard statement on their own responsibility, signed by the associates or managers, declaring that:

-The legal person fulfills all the performance conditions provided by the special regulations:

-Fire prevention and fight;

-Sanitary

-Sanitary-veterinary

-Environment safety

-Work safety.

15. Proves of paying the legal taxes (approximately RON 700 or EUR 180).

 

 

The file for the incorporation with the Trade Register, fiscal incorporation and the performance authorization of the Branch  shall contain the following documents:

 

1. Original registration request in one copy.

2. Translated and legalized copies from the company's Articles of Incorporation with the abroad headquarters;

3. The statutory body's decision regarding setting up the branch and from the empowering document naming the legal representative of the branch, if (s)he hasn't been mentioned in the decision and the document indicating the last approved, verified or published financial situation of the foreign trader, according to the legislation of the state in which the foreign company has its head offices.

The decision of the statutory body shall include: the name of the branch, its headquarters, the empowered persons to represent the foreign company towards third parties and in Court, the limit of his/her powers and the object of activity, mentioning the main field and activity.

3. Original statement on one's own responsibility from the empowered person who represents the company abroad and in front of third parties, out of which it must clearly result that he fulfills all the legal conditions to represent.

The statements given on one's own responsibility by the individuals who, according to the law, have this obligation, may be drafted in authentic form by the Notary Public or  in a form which is confirmed by an attorney at law according to the Romanian Law. 

4. The original signature specimens of the branch's empowered persons.

 Proving the signature specimens is done by presenting one which is legalized by the Notary public.

5. Translated and legalized copy of the financial status certificate of the founding foreign legal person issued by a bank from the country the headquarters lie in.

6. Copies of the proof for the branch's headquarters.

7. If necessary, original copy of the special power of attorney or lawyer delegation for the individuals designated to fulfill the legal formalities.

8. In case of branches of companies from countries that are not E.U. member states or of the European Economic Space , documents that can proof the registered office of the foreign company, its object of activity and, at least, annually the amount of the registered capital, if these information isn’t contained by the Articles of Incorporation or the statute of the foreign company and also the accounting documents of the foreign mother company, that have been subjects to an audit and published according to the Romanian legislation , except in the cases when the legislation of the country where the foreign company is seated has provision equivalent to those of the E.U.

9. The certificate, translated and legalized by a notary public, from the register where the foreign company is registered , that can prove the existence and the legal status of the company;

9. Standard original copy of one's own responsibility, signed by the branch's empowered persons from which it results that:

-the branch fulfills the operating terms stated by the specific legislation for preventing & extinguishing fires, the sanitary & veterinary prevention measures, environmental protection & work protection, for the activities stated in the standard statement

10. If necessary, the original copies of the certificates required by the special laws.

 

Note: It is not compulsory to check the availability and/or reserve a name for a branch.

The name of the Romanian branch of a foreign company needs to mention the abroad main office.