Romanian Company Incorporation

Romanian Company Incorporation is a very easy and straightforward process and it will take a few working days to complete. The business can be registered by both natural persons and legal entities. Romanian companies are registered with their own bank accounts and minimum share capital can own their own patrimony and can set up their own management structure. At the same time, any local business must have a registered office in Romania.

A foreign company can be a sole shareholder (if LLC) or a foreign company can be a shareholder together with at least one other shareholder which can be a legal entity or private person (if a joint-stock company).

The most common way to open a company in Romania is by registering a limited liability company (SRL). Companies in Romania can also take the form of partnerships and joint-stock companies, which are commonly incorporated in this country.

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 at letters h)-m) from the law: 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

Taxation of Romanian companies

Romania has the lowest tax in Europe for a Romanian micro-company (up to 1,000,000 Eur):

1% for a company with a minimum of 1 employee;
3% for a company with any employee;
16% on profit for revenue higher than 1,000,000 Eur
5 % dividend tax.

Shareholders

The minimum number of shareholders is two, although it is also possible to register single-member companies where one shareholder owns all the shares in the company, provided certain conditions are satisfied. Body private individuals, companies, and other entities having a separate distinct personality can hold shares in a Romanian company. There are no restrictions on the nationality and residence of the shareholders.

Directors

The minimum number of directors is one and there are no restrictions on the nationality and residence of the directors. We strongly recommend that for tax reasons, the majority of the directors on the board are persons who are residents of Romania.

Taxation of shareholders of Romanian companies

5% tax is withheld upon the distribution of profits to the shareholders of Romanian companies, irrespective of the residence and nationality of the shareholders.

Bank accounts

Romanian companies may hold bank accounts in Romania or anywhere in the world. We can assist you to set up both a corporate and a private bank account with one of the main banks in Romania. Such banks offer different services including checkbooks, debit/credit cards, internet, telephone, and mobile banking, bank accounts in a wide choice of currencies, and other traditional banking services. Such banks also offer international commercial and trading finance services.

Registered address

Every company must have a registered office in Romania. Szilaghi Consulting can provide its own address as the company’s registered address. From a purely Romanian tax and legal perspective, no physical presence in Romania is required, however, there is an exception for the gaming companies that are required to have a physical presence, hence a rented or owned office.

Confidentiality

All company documents are public. However, confidentiality can be maintained through the services of a fiduciary in which the name of the shareholder will not be disclosed on the company documents. In this case, the submission of details of the ultimate beneficial owner is not required to be submitted to the Romanian Registry of Companies.

Employees

A Romanian company may operate an office in Romania and employ both skilled and professional expatriates in Romania. All employees working in Romania are subject to the payment of Romanian tax and national insurance contributions. EU nationals do not require a working permit to work in Romania, while this is required for third-country nationals.