Representative office in Romania

A representative office (reprezentanță) is a business unit that acts as an intermediary between the company that set it up and that company’s partners.

A representative office is not a separate legal entity: it has no legal personality and depends economically on the company that set it up.

The file submitted to the Trade Register to open a representative office in Romania includes:

• the registration application;
• the decision of the general meeting, the sole shareholder, the board of directors or the management board, if empowered to decide;
• proof of the secondary premises;
• where applicable, the approval for changing the use of premises in a residential building;
• proof of payment of the legal fees;
• the lawyer’s power of attorney.

For a company registered abroad to open a representative office in Romania, an authorisation must be issued by the Romanian ministry responsible for the economy and trade.

To apply for this authorisation, you need:

1. an original certificate from the chamber of commerce or trade register of the country where the company is based, confirming its legal existence, activity and share capital;
2. an original certificate of good standing from the commercial bank through which the foreign company operates;
3. a copy of the articles (or memorandum of association) showing how the foreign company is organised and operates;
4. an original power of attorney for the head of the representative office, issued by the foreign company and authenticated by a lawyer or notary.

A certificate from the tax authority (for Bucharest, the foreign representative offices and embassies department; elsewhere, the county tax office) confirming payment of the operating tax must also be filed.