How to incorporate in Romania

Different legal forms of enterprises in Romania

Romanian legislation defines these different legal forms of enterprises:

  • General partnership companies (SNC in Romania)
  • Limited partnership companies  (SCS, SCA)
  • Public limited company (Romanian SA)
  • Limited liability companies (Romanian SRL), including limited liability companies with one associate

The types of corporations which are formed are generally Romanian public limited companies and Romanian limited liability companies.

Public limited company (Romanian SA):

  • The number of shareholders cannot be fewer than 2. There are no nationality or residence requirements to become a shareholder of a Romanian SA.
  • The minimum social capital is 90,000 RON (about 25,000 EUR).
  • A Romanian SA can be directed by one or several administrators meeting on the board of directors, but must be an odd number.
  • A Romanian SA can also be managed by a Board of Directors and a Supervisory Board.
  • A corporation can also manage a Romanian SA, and as a shareholder there are no restrictions as to nationality or residence. It is advisable to appoint a permanent representative.
  • Romanian law requires that three auditors and an alternate be appointed (auditor)

Limited Liability Company

  • The number of shareholders cannot surpass 50 members.
  • An investor can be the sole associate in only one Romanian SARL. Along the same lines, a Romanian SRL cannot have a company as the only shareholder if this company itself has only one shareholder.
  • The minimum social capital is 200 RON (about 60 EUR).
  • All associates may sell of their shares. Nevertheless, when selling off shares to third parties, 75% of the associates must be in agreement.
  • A director must be apppointed to manage the company. This director can be a partner although it is not necessary.
  • It is not necessary to appoint an auditor if there are less than 15 associates.