Setting up a company in Romania is permitted to all foreign persons, under the Romanian corporate law regulation, for private persons or for companies. All companies founded in Romania – independent company or branch of a foreign company – are subject to the Romanian law regulation. All the corporate responsibilities and taxes are under the Romanian law.
Romanian Company Law
Romanian company law provides 6 different types of companies, tailored in accordance with the specific operating needs. The differences among them are related with type or property for the company and its assets, tax and liability. Basically, there are corporate and non-corporate legal forms.
Corporations (most used):
The most common used by private persons or even by companies when first came to Romania, and the most recommended is the Company with limited liability (GmbH, Ltd.), due to the flexibility in getting started, managing, developing, accessing structural funds.
Starting an GmbH (Ltd.)
When setting up a GmbH (Ltd.) in Romania you have to adhere to the following rules and regulations:
Taxes. Notice of Authorities for Registration of Employees
Registration of the employees with the competent social insurance institution is required prior to the commencement of their work.
Managing the company
Legal adviser – lawyer
In order to operate a foreign company in Romania it is recommended to have a contract with a lawyer office which is specialized in trade law and corporate law. In order to have a good compliance with this requirements, a lawyer under the Romanian legal system need a double university degree, both law and economics.
This offices will provide you with legal counseling and guidance under the Romanian law system and will represent your company interests in front of Romanian authorities as well as in front of local suppliers or local customers of your company.
All contracts in Romania are composed in Romanian language and are subject to the Romanian legal system unless you underline the following:
In Romania commercial contracts are not comprehensive and not very clear. This is why you will need a lot of time to be settled in the Court of Justice. Since there is no clear written contract, each company involved in a dispute will argue and will try to prove a commercial settlement with witnesses. This usually takes a couple of year to fulfill, since the proverbial long term of justice under the Romanian law.
All contracts under the Romanian law should have specific terms incorporated which will protect your business, in accordance with your position on the market.
This will be subject to clarification with each private investor.
Tax adviser – accounting company
Each company in Romanian is complied to keep a daily accounting for its operation. This is recommended to be made by a Romanian specialized accountant.
The foreign investor should realize a contract for keeping the accountancy with a private company specialized in this field. It is imperative that the company which keep the accounting for investor will take all the risks and will take all the penalties resulted from a poor accounting keeping. This requirements will be mandatory to be inserted in the consultancy contract by the foreign investor, since it is very difficult to keep up with the Romanian accounting system which is constantly changed through the laws.