What are the costs for setting up SRL 2025 in Romania?
In Romania, the basic law regulating the types of companies is Law 31/1990, which contains provisions on how the different types of companies are set up and organized, the most common being the Limited Liability Company (SRL) and the Joint Stock Company (SA), and the less common being the Limited Partnership (SNC) and the Joint Stock Company (SCA).
For traders who want to run a small or medium-sized business, a limited liability company seems to be the most common and easiest choice, particularly for the following reasons:
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- Low share capital. The financial contribution of the associates to the company’s share capital is low and, according to recent changes, the minimum amount of capital can be as low as 1 leu.
- Limited liability. Regardless of the involvement of the partners in the company’s activity, there are less pleasant situations in which the company may encounter various financial difficulties. In this case, such a company has the advantage of limited liability of the members, only up to the amount of the share capital they have subscribed and paid up.
- Number of members. It is the only form of single-member company; a limited liability company may therefore be set up by a single member. On the other hand, due to its mixed character, the maximum number of partners that can be gathered in such a company is 50.
- Simple administration. This type of company may be managed by any person (both partners and third parties), including several administrators appointed by the memorandum of association at the time of incorporation or, after that time, by decision of the General Meeting of Partners.
- Low formation costs.
In terms of formation costs, a limited liability company has many advantages over, for example, a public limited company. Thus, as mentioned above, investing in an LLC is no longer a problem under the new regulations, as the minimum share capital at opening can be as low as 1 leu.
In relation to registration fees, for the publication of the founding documents in the Official Gazette, Part IV, the Trade Register will charge a fee of 128 lei. This legal fee will be paid into the treasury account of the Trade Register Offices set up in each county, and can be paid both in cash and by bank card at the ORC cash desks, as well as by postal money order or payment order. If the future partner has opted to send the documents certifying the registration in the commercial register by post, an additional fee of 7.68 lei will be charged.
When setting up an LLC, you will need a space to be used as your registered office and, if you do not own it, you will have to pay the costs of renting such premises.
At the same time, if you need legal advice on the object of activity of the future company, on the CAEN codes that would cover all the activities you are going to carry out or even on the drafting of the articles of association, the costs will be completed with the legal fees for the services requested.
Obligations for setting up SRL 2025 in Romania
First of all, in order to be able to carry out a commercial activity, the future associates of the SRL must fulfill the formalities of registration with the Trade Register and payment of the fees related to this procedure.
At the same time, even if the minimum amount of the share capital is 1 leu, the stage of paying up the capital, i.e. depositing the amount in the open account, should not be neglected. In this respect, Law 31/1990 expressly states that the company is forbidden to carry on business until at least 30% of the subscribed share capital has been paid up, the remaining amount may be transferred after the start of business.
Art. 9.1 para. (2) of the mentioned law stipulates that the limited liability company must pay up 30% of the amount of the subscribed share capital no later than 3 months from the date of registration, but before commencing operations on behalf of the company, and the difference of the subscribed share capital shall be paid up:
- .a) for cash contribution, within 12 months from the date of incorporation;
- .b) for contributions in kind, within a maximum of 2 years from the date of incorporation.
In relation to the registered office, the members are obliged to submit the documents attesting the right of use of the space intended for the registered office and, if applicable, the document attesting the right of use of the space intended for the secondary office. As long as the space is destined for residential use, in order to set up a place of business in that space, the associations must obtain the owners’ association’s opinion on the change of destination of collective residential real estate, as provided for by Law no. 196/2018.
It is important to note that the establishment of a limited liability company also entails a number of tax obligations, both prior to registration, such as the submission of the tax registration annex (standardized form), and afterwards, for example the payment of corporate or microenterprise income tax or social security contributions.
The documents required to set up a limited liability company will be the following:
- the original application for registration;
- tax registration annex;
- a standard declaration on oath concerning the fulfillment of the conditions for carrying out the activities of both the registered office and the secondary offices;
- proof of verification of the availability and reservation of the company name;
- the original of the articles of association;
- the document proving the right of use of the space intended for the principal and/or secondary registered office;
- identity documents of the founders, administrators, auditors or auditors, whether natural or legal persons, as appropriate;
- affidavit of the natural person who is a foreign citizen in his/her own name or as a representative of the foreign legal entity which is not registered for tax purposes in Romania, in original, as well as the translation made by an authorized translator, as the case may be;
- the information from the tax records of the individuals who are required to submit the tax record certificate – these are requested directly by the CRO;
- declaration of the actual profit of the legal person;
- proof of payment of the legal fee.
