SRL-D (start-up company)

An SRL-D (debutant limited liability company) is an SRL with a special regime for entrepreneurs who have never owned a business. It may have at most five debutant shareholders and at most five groups of activities, and the status ends automatically on 31 December of the year in which three years have passed since incorporation. The choice should not rest on incentives alone: they depend on the support programmes open at the date of incorporation, and an ordinary SRL may suit better if your plans go beyond the SRL-D conditions.

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 (only where a funding programme is open and funds are available);
• 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.

SRL-D or an ordinary SRL?

• An SRL-D has limits on activities and shareholders and extra obligations (reinvesting part of the profit, reports). It makes sense, in principle, if you will actually use the incentives available when you incorporate.
• An ordinary SRL has none of these restrictions and is often the simpler choice, especially if the project includes activities excluded from SRL-D or has several shareholders. The steps are explained on the page on setting up an SRL.
• After the three-year period an SRL-D becomes an ordinary SRL, with the corresponding obligations; for later changes (shareholders, directors, objects) see corporate and commercial law. If you have no premises, the registered office can be hosted at the law office (see registered office hosting).

Fees are agreed before work starts (see Fees); book a consultation.