In recent months, we experienced a spike in our practice regarding the setting up of a company in Romania (hereinafter referred as the “NewCo”). Be it for the lowest taxes in the European Union regarding corporate and dividend taxation, new opportunities in the Romanian markets, or even for the recent (and much welcomed) relaxation in what regards the specific formalities to be conducted before the Trade Register in Romania, more and more international clients are envisaging such a move.
An advantageous aspect to be firstly observed when setting up a NewCo, is that all the procedure can be done remotely, by a professional lawyer, without any hassle from the clients’ part. All the necessary incorporation documentation can and should be drafted by a lawyer and afterwards sent for signing to the client – and everything can be done by email. It is as simple as that.
As stated above, given the pandemic situation, the Romanian legislator decided upon a much-appreciated relaxation regarding the setting up process of a NewCo – all documents cand be signed by the client and sent by the lawyer directly to the Trade Register. There is no need to involve a Notary Public in the process, which can lift a pricey burden off the clients’ shoulders.
All the above mentioned, let us go more in depth into the setting up process:
Firstly, a name for the NewCo must be chosen. The name cannot be similar to other registered companies.
Once a name reservation is obtained, it is time to establish the headquarters. Depending on the business to be conducted, the NewCo can render activities at its headquarters or only at third parties (in this latter case, only a headquarters for correspondence is needed – which translates into a less expensive lease). Depending on the specific location of the headquarter and if activities are to be rendered at the latter, a signed approval from the neighbors can be mandatory for the NewCo to be successfully registered.
The documents to be drafted by the lawyer (usually in both Romanian and English counterpart) are:
- The articles of incorporation.
- Sworn statement issued by the shareholder(s) whereby confirming compliance with the mandatory conditions under Romanian law for being a shareholder.
- Sworn statement issued by the director(s) of the NewCo whereby accepting the position, providing the signature specimen, and confirming compliance with the mandatory conditions under Romanian law for being a director.
- Sworn statement of the director regarding the activities to be executed by the NewCo at its headquarters or at third parties.
If the shareholder(s) of the NewCo are moral persons, additional documentation must be provided, such as official excerpts from the Trade Register of the respective country where the future shareholder(s) are registered and a copy of the incorporation deed. Also, in this case, corporate resolution issued by the competent body of the shareholder(s) whereby deciding the incorporation of the NewCo are necessary to be drafted.
There is no minimum share capital requirement, and the obtaining of a bank account for the NewCo can be done after its registration.
We acknowledge that each project is different, and every endeavor has its particularities. We also know that running a business in a new country can at times be burdensome.
This is why we provide a full set of services for every client, starting with the setting up of their NewCo and throughout successfully developing and conducting activities in Romania.
Please contact us for more details.