Companies, Branches and Subsidiaries
The procedure of opening a company in Romania involves the same main basic steps as in most other European states: opening of a share capital account, Notary procedure and registration with the local Trade Register. Although normally the creation of a company in Romania should not exceed around 7 days, under certain conditions this procedure can be prolonged by two weeks (VAT registration for instance).
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Our lawyers assist you to incorporate quickly a new company in Romania and more . (Company incorporation in Romania)
Our lawyers assist you to register quickly a company in Romania and more . (Company formation in Romania )
Our lawyers assist you to set up quickly a company in Romania and more . (Company registration in Romania)
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Our lawyers handle the incorporation of any local company with a various share-holding structure.
Limited liability company (S.R.L. - societate cu raspundere limitata)
A Limited liability company (S.R.L. - societate cu raspundere limitata) has legal personality and is the most common type of Romanian small and medium business. It requires a minimum paid up share capital of 50 Euros, split into transferable shares. The shareholders have limited liability, according to their contribution. Minimum number of shareholders is one, and maximum number of shareholders accepted is 50 people.
Joint-stock company (S.A. - societate pe actiuni)
A Joint-stock company (S.A. - societate pe actiuni) has legal personality and is a type of Romanian medium or large business. It requires a minimum paid up share capital of 25.000 Euros, split into transferable shares. The shareholders have limited liability, according to their contribution.
At least two partners are necessary to form a joint-stock company.
Branch
A Branch is an independent company with its own legal personality, but under the share control of the parent company;
A Branch has its own patrimony assets;
A Branch requires a minimum share capital depending on the legal form of the company:
- 50 Euros for limited liability company (S.R.L)
- 25.000 Euros for joint–stock company (S.A.)
The business activity of the branch may be different from the one of the parent company.
The Branch is subject to Romanian law and it must pay all taxes in Romania.
The Branch can act in its relations with the clients without the opinion of the parent company.
Subsidiary
A Subsidiary has no legal personality (it does not act independently and has no independent existence); it is economically dependent on the parent company.
The Subsidiary does not have a required minimum share capital; it only receives a patrimony (money supply) which is assigned by the parent company;
The Subsidiary may only perform in Romania those activities that the parent company has specified in its articles of incorporation;
The Subsidiary is subject to the national law of the parent company that founded it and is identified by reference to the local Trade Registry.
The Subsidiary acts in relation to clients in the name of or on behalf of the parent-company.