Setting up a company may seem like a complicated process if you are a foreign national, but the reality is that any foreign national can have a company set up in a week. Regardless of your nationality, setting up a company in Romania is possible.

First of all, you should know that it is not necessary to be present in Romania to open a company. By signing a legal delegation you can authorize a lawyer to set up your company, draw up the legal documents, open a bank account for your company, file the documents with the Trade Register and collect the company’s registration certificate.

Secondly, if you are a foreign citizen from outside the European Union, it is important to know that as soon as you have a company registered in Romania, you have the right to obtain a visa to come to Romania and, upon arrival, to obtain a residence permit in Romania.

If you are a citizen of the European Union, you do not need a visa to enter Romania, but if you want to establish your residence in Romania, you will need a residence registration document, after which you will be assigned a CNP. If you have a company in Romania you can quickly obtain such a document.

Setting up a company in Romania

In order to set up a company with foreign partners/directors, the same procedure is used as for Romanian citizens. The difference lies in the need to obtain declarations regarding the tax record and the fulfilment of the status of partner/director.

To set up your company (in which you may or may not be associated with other people), you will need the following documents:

  • Reservation of availability of company name;
  • Proof of having a registered office;
  • Identity documents for the partner and director;
  • Specimen signature of directors;
  • Evidence of paid up share capital;
  • Affidavit of membership/directorship;
  • Memorandum and Articles of Association stating the following: object of activity, partners, registered office, directors;

 

The articles of association shall be concluded under private signature, must be signed by all members and must contain the following:

 

      • identification data of the partners (or sole partner)

for individuals: name, surname, CNP (equivalent for foreign nationals), place and date of birth, domicile, nationality
for legal persons: name, registered office, nationality, trade register number (or unique registration code)

      • the business format of the LLC
      • company name
      • registered office of the company

– the address of the registered office as stated in the Memorandum and Articles of Association must correspond exactly to that in the deed of ownership, lease or commodatum

      • secondary establishments of the company or conditions for their subsequent establishment (here we refer to branches, agencies, representative offices or other establishments without legal personality)
      • the object of activity of the company

– This chapter should specify both the main field and main activity exercised and secondary activities according to CAEN (Classification of Economic Activities in Romania)

      • share capital

– It shall specify: the contribution of each shareholder expressed in cash, the total number and nominal value of the shares; the number of shares as distributed to each shareholder.
– Exactly as in the case of Romanian citizens, the share capital of a limited liability company with a single partner or with foreign partners cannot be less than 200 RON.

      • administrators

– This should include: full name, place and date of birth (for individuals), CNP (equivalent/commercial registration number for directors of legal persons), domicile/place of business, citizenship/nationality.
– One very important thing should be noted: the administrators of the limited liability company can be appointed from among the associates of the company or from outside, they can be Romanian or foreign citizens.

      • identification details of the first censors

– In the case of a limited liability company, the appointment of auditors is compulsory only if the number of members is more than 15.

      • each partner’s share of profits and losses

– The share of profits and losses is expressed as a percentage of the share capital. As a rule, the share in profits and losses is directly proportional to the percentage of the share capital held by each shareholder.

      • company duration
      • how to dissolve and liquidate

For associates that are foreign legal entities are required:

  • Bank letter of good standing and letter of good standing from the chamber of commerce of the foreign place of establishment
  • Copy of the registration document
  • The resolution of the general meeting of the associates/shareholders which mentions: the intention of association in the future company, the share in the share capital, the person appointed to sign, the memorandum of association, other documents necessary for the establishment of the company.

Once the company is established, there are several possibilities for obtaining a residence permit in Romania:

– It is possible to obtain a residence permit for the purpose of employment in your own company (D/AM – employment).

– It is possible to obtain a residence permit for the purpose of employment in your own company (D/AM – commercial activity).

From practice in recent years, I have found that the most effective method is to obtain a D/AM visa.

The conditions of obtaining the commercial visa are much more difficult, as the law imposes a business plan that the client is obliged to respect and fully comply with, under penalty of cancellation of the residence permit.

In order to obtain a residence permit for employment purposes, a set of documents from the company and another set of documents from the foreign citizen who is a partner and administrator in the company must be submitted to the General Inspectorate for Immigration, thus first obtaining the work permit.

Subsequently, a D/AM work visa is obtained from the Romanian consulate in the foreigner’s country of origin and then the foreigner can enter Romania to apply for a residence permit valid for 1 year.

More details about obtaining a work permit on the page: How to get a work permit.

 

Other articles of interest:

Obtaining a Work Permit

Citizens outside the European Union

Immigration to Romania for European Union / South East Europe citizens