Establishment of SRL-D in Romania

Establishment of SRL-D in Romania

Attorney Office Alina Szilaghi offers full assistance and representation services in setting up a LLC in Romania.

Establishment of SRL-D in Romania

SRL-D is a type of limited liability company that operates for an indefinite period and can be set up by entrepreneurs who have not previously owned any business.

As a way of organizing, this type of company is set up by one or at most 5 associate debutants. It is managed by a single associate or by one or more of the associates.

Regarding the object of activity, LLC can hold up to 5 activity groups that are provided in the classification of the activities of the national economy, but these groups of activities cannot include the following activities: real estate transactions, financial intermediation and insurance, production or the sale of arms, ammunition, explosives, alcohol, tobacco, plants, substances under national control, narcotics and psychotropic substances and preparations, betting and fortune gambling activities as well as activities that are excluded by European rules for which they are not State aid may be granted.

The LLC status is automatically lost on 31 December of the year in which it is 3 years since the company was founded.

The conditions that a start-up entrepreneur must meet are as follows:

  • to have legal capacity for full exercise;
  • to no longer own and not be a shareholder or associate of an enterprise which was incorporated in the European Economic Area prior to the date of registration of the company in the trade register, a condition which must be supported by completing a declaration on its own responsibility that it fulfills the conditions of this paragraph – this declaration will be filed with the Trade Register with the application for registration of the company;
  • to set up for the first time a limited liability company under Law of commercial companies.

The registration and establishment of a SRL-D has many advantages, namely:

  • is exempt from the payment of the fees related to the registration operations carried out at the Trade Register for the registration of the company, as well as the payment of the publication fee in the Official Gazette of Romania, Part IV;
  • a non-reimbursable grant of 50% of the value of the project related to the business plan is granted up to the amount of EUR 10,000 or the equivalent in lei of this amount;
  • in the case of the contracting of credits by the entrepreneur for the purpose of carrying out the activity of LLC, the National Loan Guarantee Fund for Small and Medium Enterprises guarantees up to 80% of the requested loan amount up to an amount of EUR 80,000 or the equivalent in lei of this amount;
  • employers are exempted from paying the social security contributions they owe for earnings corresponding to the time worked by up to 4 employees, indefinitely employed;
  • entrepreneurs can receive training, support and counseling from O.T.I.M.M.C. (Territorial Office for Small and Medium-Sized Enterprises and Cooperatives) within whose competence LLC has its registered office.

In addition to the general obligations that apply to any kind of economic operator, the start-up entrepreneurs have to comply with certain specific obligations through LLC-D:

  • must annually reinvest at least 50% of the profit that was made in the previous fiscal year;
  • must employ a permanent and full-time contract of employment, and keep at least 2 employees in employment, but only if they have accessed the state funding of 10,000 euros;
  • must notify in writing the establishment of the SRL-D to O.T.I.M.M.C. within the jurisdiction of which it has its registered office, within 30 working days from the date of registration, in order to be recorded;
  • must submit the half-yearly and annual financial statements and provide evidence of their registration with the competent authorities, and draw up a half-yearly progress report.

After checking the availability and reservation of the company, which is filled in with 3 names, in the order of preferences, as well as the conclusion of the constitutive document, you need the following documents:

    • the application for registration in the original;
    • tax return appendix, available on the O.N.R.C.;
    • a declaration on own responsibility signed by Associated Associations or by Administrators to prove that the legal person meets the conditions of operation provided for by the specific legislation in the field of sanitary, veterinary, environmental and labor protection;
    • proof of availability and reservation of the company in original;
    • the agreement to use the name, if applicable;
    • the original document;
    • the document proving the right of use on the space for which the registered office is situated;
    • If you do not have a place to establish headquarters, Law Office “Alina Szilaghi” offers locations for establishing the seat of your company, under the legal assistance concluded with our company for a period of 1 year, based on an affordable fee.
    • a request addressed ANAF in order to obtain a certificate issued by the tax authority, which proves that it was not registered another document to alienate the right to use, against payment or free the property for headquarters;
    • copy of the proof of payment of contributions paid by the shareholders to the share capital;
    • acts relating to the ownership of contributions in kind subscribed and paid when constituted;
    • statements on their own responsibility in the original by the founders / censors / administrators or other natural persons who represent the legal person appointed administrator or censor, from which to prove the fulfillment of the legal conditions for the possession of these qualities;
    • affidavit original data by the founders, showing they have not owned and do not have shareholder or associate in any undertaking established in the European Economic Area prior to registration of the company in the trade register;
    • a copy of the identification documents of the founders, censors, administrators or private auditors;
    • signature specimens of the company’s representatives in the original;

Our team is at your disposal to verify three trade names at the Trade Registry by paying the cost of a single request in order to facilitate your company’s registration.

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