The first step before opening a Romanian company is to decide what type of company you actually want[1].

If we are referring to a small or medium enterprise, there are two main types of companies: the PFA („authorized professional” or “persoană fizică autorizată”) and the SRL („limited liablity company” or „societate cu răspundere limitată”).

But what are the differences between these two?

If we are talking about the PFA, the first requirement is that you are a Romanian resident, with a CNP. Also, the PFA has two possible taxation systems: a fixed tax of about 2.500 Euro/year (“taxare forfetară”) for certain types of activities, including IT consultancy. And a progressive tax system (“taxare pe profit”), amounting to 10% of the company profits.

The second option is the limited liability company, SRL. You can incorporate it from abroad and the taxes you pay are just 1% tax on revenue if you have 1 full time employee (who can also be yourself) or 3% if you have no employees. Also, there is a 5% tax on dividends and a 600 euro fixed tax for health insurance, if the dividends are higher than 6.000 euro within a year and you are also a Romanian resident.

Now, we will refer to the actual procedure of incorporating a limited liability company. For comparison, you can also check out our video from 2020 about “How to set up a Romanian Company”[2].

The first step is obtaining a name reservation („rezervare de denumire”) for your SRL. This procedure has not changed: we will require 3 possible names, as specific as possible, so they will not be confused with any other existing company on the market.

The company bylaws („act constitutiv”) remain the most important document in the incorporation procedure. The bylaws will contain various information, including the object of activity for your company. Usually, it is better to include more activity codes (CAEN codes) in your bylaws from the very beginning, because you can later activate them with a type 3 Declaration („Declarație model 3”) if your company scope of work expands.

In the bylaws we should also find full details about the company shareholders and directors („asociați și administratori”). In this respect, the Romanian legislation has recently changed: while in the past you could only be sole shareholders in a single SRL, now you can own as many SRLs you want as sole shareholder.

Another important legal change concerns the declarations needed for business incorporation. In the past, these sworn statements could only be signed at the notary. But because of the pandemic and the state of alert that is currently found in Romania, you can issue these documents with a simple signature, by yourself, without contracting a notary.

There have also been some changes regarding the company headquarters: if you have no activity at your company HQ, you do not require your neighbours’ approval for company incorporation anymore. And you do not need to provide a title of property from the owner of the premises in order to register the company HQ.

If you want to check the full list of documents needed in order to set up a Romanian limited liability company, you can find them on the trade registry’s website[3].

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[1] To this end, you can also refer to our previous YouTube video, “SRL vs. PFA – Types of Romanian companies”: available here.
[2] Available here.
[3] Available here.

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Drd. Ruxandra Vișoiu, Managing Partner R&R Partners Bucharest
Remus Popovici, Managing Partner R&R Partners Bucharest