A marketplace of almost 21 million, 37 million acres of arable land, a vibrant oil and gas industry, breathtaking landscapes, an expanding economy, a well-educated workforce with more than 55,000 specialists in information technology, access to the Black Sea and Asia.

       This is the country you are about to "conquer" ... in an euphemistic way, of course !

These are the main phases to be followed in order to set up a trading company in Romania:

                                       

Obtain a certificate from the Trade Register proving the availability of the proposed company name and make a reservation of the name;

Time to complete:     30 minutes.

Cost to complete:     64 lei

Comment:                The certificate obtained is valid for 3 months.

Deposit funds in a bank and obtain a document confirming bank deposit of sufficient funds;

Time to complete:   30 minutes.

Cost to complete:   Bank commission ranges from zero to 0.5% of capital.

Comment:

Presentation of a fiscal record is obligatory on appointment of new legal representatives, associates, shareholders and manager(s). It is made in front of a Public Notary attesting that the individuals have no debts in Romania or to any other state or government). The manager (administrator) of the company must also present his specimen of signature in front of a public notary.

Time to complete: 45 minutes.

Cost to complete: Public notary's fee (around 100 lei)

Comment:

Register with the Unique Office (Biroul Unic) of Trade Register; obtain court registration, publication of notice, and registration for statistical purposes and social security;

Time to complete:       3 days

Cost to complete:       lei 120 (registration fee) + lei 30 for each mandatory element of the basic information of the company to be registered, such as social capital, firm, associates, administrators, headquarters, main object of activity + lei 100/2000 characters with spaces.

Comment:                 Time limits that expedite the incorporation process have been put in place by Law 359/2004 on registration procedures with the Trade Register and on tax purposes of individuals, family partnerships, and legal entities and the authorization procedure for legal entities. The registration certificate is issued in 3 days.

                       To authorize the company activities, the company must submit only an affidavit form (declaratie-tip pe propria raspundere) duly signed by the shareholders and associates or directors, stating, as the case may be, that the company (a) will not carry out any of its declared activities at its main or secondary headquarters for a period of a maximum of 3 years or (b) is in conformity with the legal operating requirements prescribed by the specific legislation for its contemplated object of activity. Based on the affidavit form, the Trade Register Single Office (Biroul Unic din cadrul Registrului Comertului) issues a certificate of status (certificat constatator), accompanying the certificate of registration or, in case of a change in the declared object of activity, the certificate of entries (certificat de mentiuni). This certificate of status replaces the appendix to the certificate of registration that used to list all the required operating permits. The registration certificate also comprises the unique code of fiscal registration, granted by the Ministry of Public Finance. The issuance of the fiscal registration code attests that the company is recorded as a corporate and income taxpayer. For the unique registration code to be obtained, the data in the registration request is transmitted per officio to the Ministry of Public Finance. The Ministry of Public Finance grants the unique code of registration within 8 hours. According to law, together with the performance of the registration, an excerpt of the certificate of the appointed judge is sent per officio to the Official Gazette (Regie autonome) for publication in part IV. Formalities such as VAT registration are no longer done with the Trade Register, but with the fiscal administrative agencies in the jurisdiction of the company's registered office, based on an affidavit. The affidavit forms are transmitted by the Trade Register to the competent public authorities in 3 days from the date of company registration, for the authorities to verify the conformity of the form content Should the competent authorities find that the legal operating requirements are not fulfilled, the company is granted a period within which it is compelled to remedy the irregularities. Before registration, companies must obtain the approval of neighbors to use a leased office or apartment as a registered headquarters-even if the company is merely a holding company that does not conduct any business activities.

Register for VAT

Time to complete:        3 days

Cost to complete:        no charge

Comment:                  According to Law No. 571/2003 on the tax code any person subject to taxation established in Romania who has or intends to have an economic activity that implies operations that can be taxed and/or exempted from VAT with deduction rights must register for VAT with the qualified fiscal authority. The VAT registration code has the RO prefix, according to the International Standard (ISO) 3166 alpha-2. The code is obtained by from the qualified fiscal authority within 3 days from when the documentation is submitted. The Trade Register notifies the Ministry of Finance about the request for VAT registration, and the Ministry of Finance issues a separate certificate evidencing the VAT number and the start date for VAT purposes. Moreover, within 30 days of company's registration, the new company must file the tax registration form (Form 010) with the Ministry of Finance to register as a profit-tax and social-contributions payer.

Register the employees contracts with the Territorial Labor Inspectorate (TLI)

Time to complete:         1 day

Cost to complete:         no charge

Comment:                    Each individual work contract must be registered with the Territorial Labor Inspectorate within 20 days of hiring. Labor booklets (carnet de munca) are still used as the employees' main official document that indicates their employment tenure, base salary history, seniority with a particular employer in the same position or specialty, and other relevant information. Generally, the booklets are kept and filled by the Territorial Labor Inspectorate, which will charge the employer a fee of 0.75% of the monthly salaries fund (the aggregate amount of employees' gross salary). The labor booklets may also be kept and filled by the employer if the company obtains prior approval of the Territorial Labor Inspectorate. In such case, the Inspectorate charges the employer a fee of only 0.25% of the monthly salaries fund for examining and certifying the legality of the registrations performed by the employer itself within the labor booklets.