Romania Company Formation

Registering a company is simple and online

To establish a company in Romania, the steps are very simple and can be done remotely or online, without having to travel. Our corporate services team can efficiently guide you through the entire process for a smooth registration of your Romanian company during a meeting or call.

Company registration requirements – To form a company in Romania, you should complete the following steps:

• Completion of the online application form for company incorporation. This will allow our team to understand what type of company is required and what annual services are required from us.
• Complete the necessary due diligence documents regarding the persons or companies that are administrators and shareholders in the new company.
• Upon receipt, our compliance team will review the documents.
• As soon as all the information is clear, the company’s declarations and articles of incorporation will be drawn up for signature. Original signed documents must be sent to our office by courier.
• Once the documents are received, the company will be established in a few days.

Throughout the entire process, our team of dedicated professionals will also guide you on the following considerations:

• The minimum share capital in Romania. It differs depending on the type of company that wants to be established. The minimum is 200 RON (approx. 42 Euro) for any type of company, and for those in the gambling industry, the share capital is 1,000,000 RON (approx. 210,000 Euro).
• Tax planning. As a brief overview, the Romanian company will be taxed at 1% of receipts up to 500,000 Euro, or 16% of commercial profits. When distributing dividends to the shareholder, the shareholder will pay an 8% tax.
• Substance requirements. We will be able to guide you on the necessary substance required in Romania, such as directors, shares, office premises and/or employees, which is becoming increasingly important to ensure that management and operations are carried out from Romania for protect your company from international taxes.
• Opening a bank account. Our team of experts can efficiently guide you through the various options available to open a bank account both in Romania and in other countries.

What sets our service apart from others?

Szilaghi Consulting is the premier choice for opening your gambling company in Romania. With their extensive knowledge of the local gambling industry and regulatory landscape, they provide unparalleled expertise and guidance throughout the entire process. Their experienced team ensures compliance with all legal requirements, streamlining the incorporation and licensing procedures. Szilaghi Consulting offers personalized solutions tailored to your specific needs, helping you navigate complex challenges and maximize your chances of success. Trustworthy, reliable, and committed to client satisfaction, Szilaghi Consulting stands out as the best company to guide you in establishing your gambling business in Romania.

Company types and company names

• Limited liability company.

A private company name must end with the words “SRL”.

Societas Europaea

Since Romania is part of the European Union, our Romanian legislation provides for the establishment of a European limited liability company, commonly known as Societas Europaea (SE). The option of having an established SE gives customers the opportunity to operate in the European Union without the provisions of the laws of each member state. If such a company is registered in Romania, then its home state would be considered Romania and therefore governed by Romanian laws. Once registered, such companies would obtain an “SE” number. Societas Europaea is easily transferable within the EU/EEA and would normally be constituted either through a merger or consolidation, the formation of a Holding or a subsidiary, or through a reorganization. For each configuration certain conditions must be met for which we would be happy to guide you accordingly. At all times, an SE must have a subscribed share capital of EUR 120,000.

Company incorporation services

• Preparing necessary documents
• Submitting the relevant file with the Trade Registry and obtaining name reservation
• Preparing the Articles of Incorporation and other relevant documents
• Depositing the share capital with the bank

Incorporation of the Company Romania – Shareholders

Every limited liability company must have at least one (1) shareholder. This can be both a natural person and a corporate entity. Meanwhile, as company formation agents offering a wide range of corporate services, we can also offer fiduciary services.

Trust & fiduciary services

• Formation and administration of trusts
• Assets structuring and protection
• Execution of trust documents
• Provision with a broad range of trustees
• Advising on jurisdiction and type of fiduciary structure
• Preparation of tax-efficient structures
• Asset consolidation and risk mitigation

Screening & KYC Compliance

We assist our clients to take the right decision by choosing to be informed and to consider any potential risk level when contracting or accepting a potential new customer, supplier, member of personnel or business partner. Our aim is to speed up the decision-making process based on a streamlined due diligence research.

The complete process assumes the following steps:

• Accurate and current data research, collection & analysis
• Preparation and delivery of customized reports
• Supplementary verification with additional discreet sources
• Keeping record archive (up to 3 years)

Corporate Know-Your-Third-Party” (KY3P), “Know-Your-Vendor” (KYV), “Know-Your-Supplier” (KYS), “Know-Your-Customer” (KYC), Anti-Money Laundering (AML) Compliance Reports

These reports are based on the research and identification of the following:

• Company Identification data – type of entity, name, address, Trade Registry Number, Tax identification number, history, status, management, employees, share capital, authorized NACE codes, subsidiaries, secondary offices, FATCA classification of the company
• Listing of Directors / Shareholders (both individuals and corporate) / Corporate Group
• Financial data: key information retrieved from the balance sheet and the profit and loss account
• Financial analysis based on financial data: creditworthiness, economic results, business and industry risk class
• Negative news on the company and related enforcements

Individual Background Screening Reports

These reports are based on the research and identification of the following:

• List of companies where an individual act as a Director/ Shareholder
• Date for appointment in the position of Director/ Shareholder
• Source attesting such appointment and the date when the information was recorded
• Identification of negative news and risks (PEP, AML, enforcements)

Incorporation Company Romania – Directorship

A company that is registered in Romania must have at least one (1) administrator. This can be both a natural person and a corporate entity. The persons in the role of company administrator may be non-EU citizens and may reside outside Romania.

The requirement to ensure that the management and control of the company is carried out from Romania for tax purposes is becoming more and more important. Therefore, although it is not a local requirement for one to have a board composed of shareholders resident in Romania, it is recommended that consideration be given to appointing a minimum of fifty percent of the board to be interpreted from local directors who are aware of the legislation in Romania.

As a corporate service provider, Szilaghi Consulting’s team of professionals have extensive knowledge of Romanian legislation and can be appointed company administrators and cover different roles, as presented in the Romanian Companies Law.

Directorship Services

• Directorship services include a corporate director and/or one or more individuals to be appointed as director/s of the Company
• Execution of all corporate documents needed
• Hosting and leading two board meetings a year, preparation of full board packs

Incorporation Company Romania – Employees

Following the appointment of company directors, in order to create greater value and credibility for the company, as well as to ensure that all operations are carried out from Romania, we recommend the existence of an office and employees in Romania, depending on the size and activity of the company. Companies wishing to add such levels of substance to their company can contact us to discuss in more detail and we will assist and guide them accordingly.

Company secretarial services

• Creating all-inclusive corporate files in both hard and soft copies. Providers of corporate files could be accountants, lawyers, landlords, other services providers, banks
• Advice on any changes of mandatory deadlines for the adoption and/or filing of company accounts
• Maintenance of the original local corporate files, including making them available for inspection at client request
• Drafting of all corporate documents required to adopt and approve the respective annual financial statements, use of profit / loss (including dividend distributions), discharge of management board members and other matters normally included in annual general meetings
• Submitting corporate documents for signature to client’s legal department / counsel, indicating who should sign, the form of any signatures or notarizations required, the number of originals required, details regarding the return of originals
• Drafting and submitting all mandatory corporate filings (excluding tax filings of any kind) which may be required in connection with shareholders’ resolutions / annual general meetings and/or the adoption of the financial accounts
• Uploading copies of all corporate documents and filings created under this engagement to the electronic filing system as indicated by the client, thereby keeping this electronic filing system current
• Aggregated monthly status reports in an electronic format (e.g., Excel spreadsheet) showing account adoption / signature / filing status
• Participation of the central point of contact in regular (monthly) status review calls

Incorporation of the Company Romania – Registered office in Romania

Every company must have a registered office address located in Romania. Szilaghi Consulting offers registered office facilities to companies registered in Romania.

Registered Office Services

• Registered offices for newly incorporated companies
• Correspondence management
• Separate phone/fax lines and e-mail addresses
• Fully equipped offices

Incorporation of the Company Romania – Open a Bank Account

When incorporating a company in Romania, is crucial finding a suitable bank. Szilaghi Consulting offers bank account opening services through collaborations with local and foreign banks. Consider electronic money institutions for online banking, apart from licensed bank accounts.

Opening a bank account in Romania is not mandatory, and having an account outside Romania is possible. However, gambling companies applying for a class 1 license must have a Romanian bank account.

The bank account opening process in Romania can be lengthy. While we cannot control the bank’s final decision, our assistance in reviewing your chosen bank and documentation increases your chances of success by ensuring accurate and correct information.

We provide combined and consolidated enterprise-wide needed support services, based on specialized knowledge and best practices:

Bank account opening and management services

• Introduction to top-rated banks
• Opening and operating bank accounts
• Assistance in arranging e-banking facilities

Incorporation of the Company Romania – Deposit Share Capital

The minimum required share capital is two hundred (200) RON, which is approximately forty-five (45) Euros. The minimum value of subscribed and paid-up share capital on the date of application for a gambling organizer’s license must be as follow:

• For organizers operating lottery games: minimum RON 2,000,000
• For organizers operating mutual betting: minimum RON 1.000.000
• For organizers operating fixed-rate betting: minimum RON 1,000,000
• For organizers operating counterpart betting: minimum RON 1,000,000
• For organizers operating games of chance characteristic of casinos: minimum RON 1,000,000
• For organizers operating slot machine-type games: minimum RON 30,000
• For organizers operating bingo games taking place in gambling halls: minimum RON 100,000
• For organizers operating the online games of chance presented in h)-m): minimum RON 1,000,000
• For organizers operating bingo games of chance organized via television network systems: minimum RON 1,000,000
• For organizers operating temporary games: minimum RON 1,000,000
• For organizers of poker festivals: minimum RON 1,000,000

General Information

Company Type
Entity type	Limited liability company
Applicable legislation	Common
Availability for company without activity (shelf company)	Yes
Registration time	5 days
Corporate tax	1%/turnover up to 500,000 euros, 16%/profit over 500,0000 euros
Access to Double Taxation Treaties	Yes

Share Capital
Standard currency	RON
Allowed currency	RON
Minimum paid capital	200 RON
Authorized current share capital	200 RON

Directors
Minimum number	1
Locally registered director	No. But recommended
Corporate directors permitted	Yes
Official documents publicly available	Yes
Meeting locations	Anywhere

Shareholders
Minimum number	1
Official documents publicly available	Yes
Meeting locations	Anywhere

Secretary
Registered	Optional
Local or qualified	No

Accounting
Obligation to prepare documentation	Yes
Audit requirements	No
Obligation to submit accounts	Yes
Publicly accessible accounts	Yes

Recurring state costs
Minimum annual tax/license fees	0

Other
Obligation to submit the annual income statement	Yes
Change of address allowed	Yes