This is not intended as a guide "DIY" to open a company in Romania alone. To do so, in fact, are necessary knowledge, language, legal traditions and customs of the Romanians and that only those who have worked in Romania for years.
If you want to open a company in this country without surprises, the advice is to contact the professionals of proven ability.
The Association of Italian Entrepreneurs in Romania (AIIR) has, as the main statutory purpose, to help, in fact, those who approach the market to choose the professionals best suited to your needs.
To get in touch with our association, visit www.aiir.ro
Before opening a company in Romania, one must know some things:
- Foreigners doing business in Romania, they can only participate in the capital company, so no individual companies (hereinafter called individual authorized).
- Foreigners, whether natural or legal person may also hold the entire share capital of Romania, there is no requirement to have partners in Romania.
- Given that the SA (limited company) are made only for the former state industries and lead to some complications, we will talk della costituzione di una SRL (Società a Responsabilità Limitata), abbastanza simili alle nostre.
- In Romania, i cittadini dell'Unione Europea entrano e fanno affari con la Carta d'Identità, documento emesso da uno stato membro e riconosciuto dal Governo Romeno. Diffidate di chi insiste con il Passaporto.
- Scelta della sede:
Secondo la legge romena, la sede della società deve essere in un'unità abitativa. Per unità abitativa si intende un appartamento/ufficio/spazio commerciale con un indirizzo univoco. In quell'unità non potranno poi esserci più di una società, unless the companies that reside in the same location does not have at least one member in common. This rules out the clearance at the office of accountant. There is one exception to this law during the first 12 months of life of society, it can be located at the office of a lawyer who works in Romania.
Council then pay attention to anyone who proposes a formula with the clearance including: it is always a subletting an apartment, often located in hard to reach areas (to lower costs)
I, however, published, always on this blog, a separate article called "The Office", just to learn more.
- Selection and reservation of the name:
is not always a mere formality: the company name must be unique (at least in each Judet, or province), so it is often difficult to find a name not yet registered. The office of the Chamber of Commerce still provides a list of names that can be made after the one chosen to make it unique (com, impex, prod, etc ...).
Important: name followed by the word "Romania" can be taken only from those foreign companies that open a branch in Romania. Once prepared a list of at least three names, you go to the Chamber of Commerce (or the Office Registry of Commerce), where you make the reservation of the name. It would indeed be with that name, and with confirmation of your reservation, which is called all acts (Articles of Incorporation, a lease for the direct debit, bank accounts etc ...). The reservation lasts 60 days, more than enough time to open up society.
- analysis of codes of practice:
Romania legislation requires the definition enshrined in the Constitution, the principal and the secondary ones.
It 's very important to define the main one, especially for those who will be dealing with banks: to have a codice di attività principale "Agenzia immobiliare", per esempio, significa essere visti dalle banche come provvisori ed inaffidabile. Per un istituto di credito, poi, il cambio del codice principale equivale alla costituzione di una nuova società.
Molto importante, poi, la scelta dei codici da parte di chi intende chiedere finanziamenti agevolati dai Fondi Strutturali Europei: prima di decidere, sarà, in questo caso, meglio leggere la normativa sui Fondi che si desidera chiedere.
Tutte le attività che è possibile svolgere legalmente in Romania, sono codificate da una normativa governativa denominata CAEN. E' abbastanza facile trovare l'elenco dei codici CAEN su internet, provided you know the Romania.
secondary activity codes, however, are free: basically trying to get them all, except those reserved to the government or that require permission (banks, insurance companies, security companies, schools ...)
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The Articles of Incorporation The Articles of Incorporation, as for the Italian companies, is the act by which it is materially the company, defining the purpose, membership and mode of administration.
Attention: with few exceptions, current law allows you to authenticate the Articles of Incorporation between people at a company lawyer certifying the date . therefore wary of who takes you by a notary public without a reason real or is out of date or too smart. But we must admit that I noticed the Romanians are quite cheap.
For those unfamiliar with the language, the Articles of Incorporation can be completed and signed directly with the Registry of Commerce, which has a specific section devoted to care (for a fee, of course).
Attention: consultants, notaries and lawyers operating in Romania have not yet upgraded to the legislation came into force when accepted the EC, still wondering why the Italian Criminal criminal, but in reality simply a declaration, under their own responsibility, made and signed at the inception of the Constitutional Act, which indicates that you have not been convicted of criminal offenses which would lead to ' prohibiting businesses from making .
Whether you have chosen the path of the lawyer that the lawyer, unless you have a document showing that you know the Rumanian language (but often enough to talk properly with the notary to attest to your command of the language), all will sign documents that will be in two copies: one Italian and one in Romania, prepared by a translator authorized to affix its stamp. On average this will cost € 3-5 per page.
- Lease:
For those not lucky enough to be able to buy an apartment, the only solution for a home care company, is to rent one.
Attention: Once you have chosen the area and the type that suit your budget, the first step will be to verify the tax authorities, that there is already a company registered at that address. As in Romania is much cheaper than "letting die" rather than a company to fulfill costly formalities settlement, the companies often do not fit are "abandoned" it stops transmitting the annual statement of income in the Trade Register, and after a couple of years, a judge declare the company liquidated. But if that company had a debt, however small, with the government, then the cancellation would remain in abeyance.
Since I do not think anybody is interested to pay three months in advance and a guarantee and then having to chase back and forth to make administrators and public kiosks, you should make sure in advance that the apartment is free from this kind of problem.
Warning: In order to register with the Registry of Commerce your home, if this is in a condominium, you must obtain the written approval of both the Association of Owners (which I'll discuss below), both of your future neighbors, that the occupants of the apartments above, below, right and to the left of you.
concluded the lease, you have to go to the Office of the Financial Administration sector that owns the place (Bucharest, for example, is divided into six areas, arranged in segments, each with its own office), together with the owner to pay a small fee and register the act.
- capital:
The minimum share capital to open a limited company in Romania is 200 Ron (the average exchange rate, about 60 Euro).
Warning: Many consultants push, no interest on their part, to underwrite capital above the minimum. This may make sense if the company is to be ensured against suppliers or banks, but in this case, the capital should be of particular importance: I do not see a difference to a bank, a capital of between € 60 and one of 200 ...
The share capital must be paid before the company was formed, in an account opened in the name we reserved in the Trade Register at any Bank of Romania. In general, to custom, will open at the CEC (the state bank Romania), then the bank will give you a lot of bureaucratic headaches. The account can be a single deposit of the share capital or mixed, store / outlet.
In any case, those who wish to collect the money paid in capital account, after 60 days of the establishment of the company.
- The Trade Register:
At this point, you will have prepared all documents: the 'Articles of Incorporation , photocopies of identification documents members the Lease headquarters, the reservation of the Heading dell'azienda e la ricevuta di versamento del Capitale Sociale .
Con tutti questi documenti, vi dovrete recare all'Ufficio del Registro del Commercio del vostro Judet o Settore. Qui, vi farete consegnare il modulo per l'immatricolazione di una nuova società e lo compilerete, almeno nelle parti che si capiscono (anche qui si scrive in burocratese...). Fatto questo, vi metterete in coda ad uno dei tanti uffici che si occupano delle nuove società: qui un impiegato molto disponibile vi aiuterà nelle formalità e vi manderà a versare alla cassa centrale le tasse d'immatricolazione, qualche decina di euro.
Attenzione: mentre state in coda, you will see that, despite prohibitions and controls, many people, in addition to documents for the registration, will also be carrying plastic bags with chocolates, flowers, boxes of coffee. This is an efficient way to accelerate your practice (reducing time from two weeks to a few days), obviously do not recommend it to those unfamiliar, although I must admit that every practice that I submitted to the Office of the Register of Bucharest, contained "accidentally" an envelope with one or two 100 bills you).
- Withdrawal of documents:
At this point, the date indicated da'ufficio, you just need to pick up your Certificate of Registration , To be preserved carefully as you must show it often.
With the certificate, the first thing you do will be to go into a shop where you'll make at least a stamp (I do recommend three: a large office, a laptop for you and one that says "accounting" to allow those who keep the accounts to present the case to the government).
We know that in fact, in Romania, the tone is more important than signature. Without the stamp documents (whether just) do not have legal effect and, above all in the bank, you will be asked at every opportunity.
