1. Choose what type of company you want
For most entrepreneurs, the best option will be a limited liability company.
In Romanian this is called ‘SRL’, an abbreviation for ‘societate cu răspundere limitată’. It is sometimes also called ‘microîntreprindere‘ or ‘microenterprise’, because its taxes are quite low, respectively 3% tax on revenue or 1% if you have at least 1 full time employee.
Instead of a SRL you can also choose a ‘PFA’, which is a solo enterprise with higher taxes than the SRL and no limitations on the entrepreneur’s liability, but easier to manage corporate wise. Another option is the ‘SA’, which is basically a joint-stock company, suitable for enterprises in later stages of development.
2. Choose and reserve a company name
This will be done at the local Trade Registry from your company headquarters. For example, if your company HQ will be in Bucharest, then the incorporation, including name reservation, will be carried out at the Bucharest Trade Registry.
You can file for checking a name availability and reservation either at the Trade Registry office, by paper file, or online at https://portal.onrc.ro. The latter can only be made with the help of a consultant or lawyer and is the best solution to avoid long waiting lines and possible rejection on your registration file. So electronic registration can saves you a lot of time and money.
Your company name should be as specific as possible, in order to avoid confusion with other companies already on the market. A name like IT Services SRL or Translation SRL will certainly be rejected by the Registry. Your company’s name doesn’t necessarily need to coincide with your trade name, but it is advisable to be as similar as possible and will be mentioned in any invoices or contracts you’ll sign.
3. Prepare your company incorporation file
You can find an extensive list of all the documents you need for your SRL incorporation on the Trade Registry website at: https://www.onrc.ro/index.php/ro/inmatriculari/persoane-juridice/nume-colectiv.
The incorporation process can either be done at the Registry office by paper file, or online, the same as for name reservation.
The company file is quite extensive and should contain, among others: your company bylaws, corporate account, documentation for company headquarters, specimen of signature and declaration from company founders.
Some documents can be prepared by your lawyer or consultant, such as company bylaws and headquarters docs. But for others, like the specimen of signature, you will need the help of a notary and authorised translator, if you don’t speak Romanian. If you don’t have a place for company headquarters, a lawyer can help you with setting up a virtual HQ at their office.
Once you have prepared your company file and submitted it with the Registry, your company should normally be incorporated in 3-5 days.
4. Get an accountant
As owner of an SRL, you are bound by law to have an authorized accountant taking care of your company records.
Although this is basically a final step in setting up your company, it is advisable to find a good accountant even before the company is officially incorporated. After incorporation, there are a few procedures with the tax authorities that you should go through with the help of your accountant, so it is better not to leave this to the last minute.
Having a professional and trustworthy bookkeeper is crucial for the success and safety of your business.