SRL (Limited Liability Company) is the most common form of organization of companies in Romania, which has limited liability in front of the law and its owners, being one of the safest for the associates. SRL is also the cheapest way to open a company, as the social capital required for setting up is only 200 lei.
The establishment of an SRL type company can be accomplished in 3 working days from the submission of the file to the Trade Register in the area where the company headquarters are located.
The law that regulates the acts and steps necessary for setting up the SRL is the Companies Law no. 31/1990 – with amendments (Law no. 163/2018). The number of associates is limited to 50 in an SRL, but a natural or legal person could be a unique associate.
For a company to be considered a micro-enterprise, it must meet the following conditions:
- The share capital is held by other persons outside the administrative-territorial units and the state
- Revenues from the previous year did not exceed € 1,000,000 for an existing company
- The company is not dissolving, for existing companies
- It does not represent a bank deposit guarantee fund, private pension guarantee fund, insurers’ guarantee fund, investor compensation fund or transparent tax entities with legal personality.
Starting with January 1, 2018, including the companies that carry out the following activities:
- Gambling
- Exploration, development, exploitation of natural gas and petroleum deposits
- Insurance and reinsurance, capital market (exception: intermediaries)
- The banking field may have the micro-enterprise status if they fulfill the above three conditions.
For revenue from consulting and management activities is no longer required to pay corporation tax if income from these activities exceeds 20% of total revenue. In addition, companies with a minimum share capital of 45,000 lei can no longer opt for the payment of corporate income tax if they meet the micro-enterprise conditions.
To set up a micro-enterprise, the following are required:
- Reservation of the company name – it is possible to check the availability of the name online
- Choosing a registered office
- Drawing up the constitutional act
- Opening a share capital account to any bank
- Deposit of social capital of minimum 200 lei
- Preparing the necessary documents for registration with the Trade Register:
- Application for registration (standard form available at ONRC)
- Annex 1 for tax registration (standard form available at ONRC)
- Annex 2 for foreign investment – if applicable (standard form to be found at ONRC)
- An Ownership Statement signed by Associates or Administrators on:
- The legal person does not carry out at the registered office, secondary or outside points for a maximum of 3 years, the declared activities
- The legal person fulfills the conditions of sanitary-veterinary functioning, environmental protection, sanitary and labor protection (as the case may be)
- Proof of name reservation
- An Agreement on the use of the name, if applicable
- Constitutive Act
- Declaration if there is a unique associate, as it is no longer uniquely associated with another LLC
- Document proving the right of use of space for headquarters
- Statement regarding the actual beneficiary of the legal entity
