ROMANIA
Company Formation

Szilaghi Consulting offering assistance in incorporating Romanian Offshore Company for gambling activities, tax consultancy & planning, legal strategy, consultancy, legal opinions & reports, and related activities.

Romania Offshore Company Formation

Setting up an Romania Offshore Company demands complete knowledge of Romanian laws and can be surprisingly complex in some cases depending on your business objectives and structure.

A business incorporated in Romania offers an efficient solution, located in the EU. Szilaghi Consulting specializes in providing services and customized corporate packages for start-ups, medium and large entities. With over 19 years of experience, our team of dedicated professionals will assist you with your company structuring and ongoing corporate structuring requirements, governance, including bank account opening support, accounting services, tax planning, and office space.

The advantages of incorporating a company in Romania Romania’s competitive taxation system, an extensive network of double taxation agreements, quick incorporation of a company and English-speaking workforce make it an extremely popular business vehicle for those interested in registering a company in Romania. Whether you need a Romanian holding company (to be used as part of an efficient asset holding structure), a Romanian trading company, a gaming company, an investment vehicle or an insurance company, Romania offers several solutions to satisfy any kind of requirements.

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Company registration procedure in Romania

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.

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 setting up a company in Romania, a suitable bank must be found for the company’s current structure and activities. Opening a bank account is a service that Szilaghi Consulting offers, thanks to the excellent collaboration we have with several local and foreign banks. One may also want to consider electronic money institutions as a means of online banking as opposed to a fully licensed bank account. When setting up a Romanian company, it is not a mandatory requirement to open a bank account in Romania, as it is also possible to have a bank account outside of Romania if necessary. An exception to this rule is made by gambling companies that apply for a class 1 (B2C) license. These companies are required to open a bank account with a bank in Romania. The process of opening a bank account in Romania could be long. It is important to note that any final decision made by the bank is out of our control, however, with our help to review your chosen bank and to review the documentation they will provide to the bank prior to submission, we are effectively able to ensure- you that you will provide correct and accurate information to increase your chances of success.

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

Bank account opening and management

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

General Information

Entity typeLimited liability company
Applicable legislationCommon
Availability for company without activity (shelf company)Yes
Registration time3 days
Corporate tax1-3%/turnover up to 1 million euros, 16%/profit over 1 million euros
Access to Double Taxation TreatiesYes

Requirements for share capital or equivalent

Standard currencyRON
Allowed currencyRON
Minimum paid capital200 RON
Authorized current share capital200 RON

Directors

Minimum number1
Locally registered directorNo. But recommended
Corporate directors permittedYes
Official documents publicly availableYes
Meeting locationsAnywhere

Shareholders

Minimum number1
Official documents publicly availableYes
Meeting locationsAnywhere

Company secretary

RegisteredOptional
Local or qualifiedNo

Accounting

Obligation to prepare documentationYes
Audit requirementsNo
Obligation to submit accountsYes
Publicly accessible accountsYes

Recurring state costs

Minimum annual tax/license fees0

Other

Obligation to submit the annual income statementYes
Change of address allowedYes

Contact Szilaghi Consulting to Get Your Romanian Offshore Company

Since 2004, Szilaghi Consulting has been working with startups, entrepreneurs, and companies already established for online gambling. We have worked all over the world, but we have a special and extensive practice in Romania. During this time, we gained a deep knowledge of the requirements and general obligations of the process of incorporating the company and obtaining a license for gambling in Romania. We have established relationships with industry stakeholders, including authorities, service providers, and other gaming companies. This positions us as market leaders in assisting our customers with Romania licensing goals.

Through our extensive and carefully verified network of contacts in the country, we can ensure that you move efficiently through the entire setup process. We know everything you need to know about requirements, criteria, nuances, and possible obstacles and can help you prevent and navigate whatever comes your way.

To incorporate the company and apply for a gambling license in Romania or just to discuss your plan, vision or options, contact Szilaghi Consulting today.

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Szilaghi Consulting
Calea Dorobantilor 89, Bl X3, Sc 1, Ap 2, Cluj Napoca, CJ, 400609, Romania