How to found
a company in Romania
Investors, Romanian or
foreign, benefiting of an equal legal treatment, have the same possibilities for
establishing business operations in Romania by incorporating separate legal
entities. These entities operate in their own right and are distinct from the
legal entities of their shareholders or partners. Companies have their own
patrimony, assets, names, registered capital, management, registered offices and
bank accounts.
Companies established
in Romania are legal entities subject to Romanian laws.
Company Law No.31/1990
(modified and completed by Emergency Government Ordinance No.32/1997, Law
No.195/1997 and by Law No.99/1999 on certain measures for the acceleration of
the economic reform) allows and defines five forms of companies:
-
general partnerships
"societate în nume colectiv" (SNC);
-
limited partnerships
"societate în comandita simpla " (SCS);
-
limited
liability companies "societate cu raspundere limitata" (SRL);
-
joint stock companies
"societate pe actiuni" (SA);
-
limited joint stock
companies "societate în comandita pe actiuni" (SCA).
The most used types of
companies are limited liability companies. Besides these there is also an
important number of general partnerships and joint stock companies.
Between December 1990
and December 1998 there were registered 709,247 legally active companies.
There are also:
-
651 regies autonomous
(0.1% from the total number of the Romanian companies);
-
89,131 natural
persons and family associations (12.6%);
-
4,160 cooperative
associations (0.6%).
All companies must be
registered with the National Trade Register Office, organized by the Romanian
Chamber of Commerce and Industry, and established under Law No.26/1990 (modified
by Law No.12/1998). They become legal entities from the date of registration.
The National Trade Register Office is a public institution mandated to maintain
statistical information on business activities in Romania.
The fiscal registration
code is to be obtained according to Government Ordinance No.82/1998 regarding
the fiscal registration of taxpayers, by way of filling an application by the
relevant company in order to become a taxpayer.
The law allows in-kind
contribution, but cash contribution is compulsory for any type of business
organization.
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