SRL-D (start-up company)

An SRL-D is a “debutant” limited liability company of unlimited duration that can be set up by entrepreneurs who have never owned a business before.

It is set up by one, or at most five, first-time entrepreneurs, and is managed by the sole shareholder or by one or more of the shareholders.

An SRL-D may have up to five groups of activity from the national classification of economic activities (CAEN), but these may not include:

• real estate transactions;
• financial intermediation and insurance;
• the production or sale of weapons, ammunition, explosives, alcohol, tobacco, controlled plants and substances, narcotic and psychotropic substances and preparations;
• gambling and betting, and activities excluded by EU rules from state aid.

The SRL-D status ends automatically on 31 December of the year in which three years have passed since the company was set up.

A first-time entrepreneur must:

• have full legal capacity;
• not have held, and not hold, shares in a company set up in the European Economic Area before the new company is registered — confirmed by a statutory declaration filed with the registration application;
• be setting up a limited liability company for the first time under the Companies Law.

The advantages of an SRL-D, under the original programme, were:

• exemption from Trade Register registration fees and from the publication fee in the Official Gazette, Part IV;
• a non-reimbursable grant of 50% of the value of the business plan, up to €10,000;
• a guarantee from the National Credit Guarantee Fund for SMEs of up to 80% of loans taken for the company’s activity, up to €80,000;
• exemption from employer social security contributions for up to four employees on open-ended contracts;
• training, support and advice from the regional office for small and medium-sized enterprises (OTIMMC).

In addition to the general obligations of any business, first-time entrepreneurs must, through the SRL-D:

• reinvest at least 50% of the previous year’s profit each year;
• employ and keep at least two full-time employees on open-ended contracts, if they received the €10,000 grant;
• notify the OTIMMC in writing within 30 working days of registration;
• file half-yearly and annual financial statements and prepare a half-yearly progress report.

After checking and reserving the company name (with three options in order of preference) and signing the articles, you need:

• the registration application (original);
• the tax registration annex, available on the ONRC website;
• a statutory declaration by the shareholders or directors that the company meets the operating conditions under health, veterinary, environmental and labour rules;
• proof of name availability and reservation (original);
• consent to use the name, if applicable;
• the articles of association (original);
• proof of the right to use the premises for the registered office;

If you do not have premises for the registered office, the Alina Szilaghi law office can provide one under a legal services contract for one year.

• a request to the tax authority for a certificate confirming that no other document transferring the right to use the premises has been registered;
• proof of payment of the subscribed capital;
• documents on ownership of any contributions in kind;
• original statutory declarations of the founders, auditors and directors that they meet the legal conditions;
• original statutory declarations of the founders that they have not held shares in any company set up in the EEA before registration;
• copies of the identity documents of the founders, auditors and directors;
• original specimen signatures of the company’s representatives.

We can check three name options at the Trade Register for the price of a single request, to speed up your registration.