The Romanian Commercial Code allows for six kinds of companies. Due to the low initial capital investment required (app. EUR 50), and thanks to the simplicity and speed of registration, the most frequently used form to conduct business in Romania is through a limited liability company.

 

In addition to the limited liability company (rom. S.R.L.), Romanian law also allows for: Societatea in nume colectiv, Societate in comandita simpla, Societatea in comandita pe actiuni; Societate pe actiuni, Societate cu raspundere limitata. In 2011 the Romanian government introduced a new way of conducting business in Romania directed at young entrepreneurs (SRL-Debutant).  >>>> see more

 

The following outlines the characteristic features of each company type:

 

(i) Societate cu raspundere limitata – S.R.L.

• “The Romanian Limited Liability”
• Minimal initial capital required - 200 RON (= EUR 50)
• The number of shareholders must not exceed fifty
• Any natural person or legal entity (Romanian or foreign) can be a sole shareholder in an S.R.L. company

 

(ii) Societatea in nume colectiv - S.N.C.

• “Partnership” 
• SNC may be set up by at least two partners
• Partners have the liability for the debts of the partnership
• SNC is set up on the basis of a contract which needs to be registered with the Romanian National Registration Court

 

(iii) Societate in comandita simpla – S.C.S.

• “Sleeping Partnership Company”
• S.N.S. is a kind of partnership between at least two partners – one of them is a manager of a company (“asociatii comanditari”), and the other can either invest capital or make a non-cash contribution to the company, however, he/she does not play an active role in the day-to-day running of the business
• The shareholders of S.C.S. are responsible for the company’s liabilities to the amount of their contributions

 

(iv)  Societate pe actiuni – S.A.

• “The Romanian Joint-Stock Company”
• Established by at least five shareholders
• Minimal share capital equal to RON 90,000
• Ordinary shares or name bearing shares
• Shares are quoted on the stock exchange or at OTC

 

(v) Societatea in comandita pe actiuni – S. C. A.

• “Partnership Limited by Shares”
• S.C.A. is a combination of the Romanian Joint-Stock Company (S.A.) and Romanian Sleeping Partnership (S.C.S.)
• Rarely used

 

(vi) SRL-D(ebutant)

Based on the Resolution of February 2nd 2011, the Romanian Government introduced a new kind of company, the so-called SRL-D(ebutant) – which means limited liability for young entrepreneurs.

 

(vii) filiala, sucursala, reprezentanta

Romanian law allows for establishing branches, subsidiaries and representative offices of international companies in Romania.

 

• Filiala (subsidiary) is an independent legal entity with its own board. Filiala is entitled to sign contracts and agreements on its own behalf
• Sucursala (branch) – is treated as a dependant part of the parent company
• Reprezentanta (representative office) acts as an intermediary between the foreign company and its Romanian clients
  

 

IMPORTANT!!!
Self-employment is very rare in Romania and is reserved only for certain professions such as lawyers, accountants or medical practitioners.

 

Set up a company in Romania >>>