Introduction
Before launching a business in Romania, it is essential to understand the basic documents required for registering the legal entity. Whether you choose a sole proprietorship, a limited liability company (LLC), a microenterprise, a joint-stock company (JSC), a branch, or a representative office, having the proper documentation will significantly streamline the process.
For the most common types of business structures, we present below the minimum required documentation for the registration stage at the Trade Register Office.
Table of Contents
1. Sole Proprietorship
What is a Sole Proprietorship?
Is an individual business structure where the natural person conducts economic activities in their own name and with unlimited liability.
Required Documents:
- Copy of the applicant’s identity card;
- Proof of professional headquarters (rental contract, loan for use agreement, or ownership title);
- Consent from the owners’ association or neighbors (if the headquarters is in an apartment building or residential area, if required);
- Proof of professional qualification or experience in the field of activity (diplomas, certificates, attestations).
Tips:
- Ensure you have no tax record issues;
- Obtain proof of qualifications as soon as possible to avoid delays.
2. Limited Liability Company (LLC)
What is an LLC?
The most popular legal form for small and medium-sized enterprises, with limited liability of shareholders to the share capital.
Required Documents:
- To establish a company, the first step is to reserve the company name, which requires submitting 3 name options in order of preference (the company name cannot include words like: scientific, academy, academic, university, school, and their derivatives; additionally, for words such as national, romanian, institute, or their derivatives, approval from the General Secretariat of the Government (SGG) or Prefecture is required).
- For drafting the Articles of Incorporation, the following information and documents are necessary:
a). Share capital value and the number of shares;
b). Identification details of the shareholder(s) – copy/copies of ID card;
c). Main and secondary business activities;
d). Identification details of the administrator – copy of ID card;
e). Identification details of the ultimate beneficial owner;
f). Proof of registered office (rental contract, loan for use agreement, ownership deed, or land registry extract);
g). Declarations on own responsibility from shareholders and administrators confirming they meet the legal conditions for holding these positions.
Tips:
- Ensure you have no tax record issues;
- For foreign legal entities, identification is done with an Extract issued by the Trade Register of the country of origin, with an authorized and legalized Romanian translation and an apostille, if applicable.
3. Microenterprise (Tax Regime Applied to Small Businesses)
What is a Microenterprise?
It is not a separate legal form, but a tax regime applicable to an LLC or other types of companies that meet specific turnover conditions. Essentially, a microenterprise benefits from reduced income taxes instead of profit taxes.
Documents required to obtain microenterprise status:
- LLC documents – see the LLC section;
- Tax declarations to ANAF proving compliance with conditions (turnover below the legal threshold).
Tips:
- Continuously monitor your turnover to maintain microenterprise status;
- Consult an accountant to assist you with the necessary information.
4. Joint-Stock Company (JSC)
What is an JSC?
A legal form suitable for large businesses, allowing capital attraction through stock exchange listing and/or bond issuance.
Required Documents:
- LLC documents – see the LLC section – with the specific modifications for an JSC.
Tips:
- Deposit the minimum share capital required by law, the equivalent in RON of €25,000, but not less than 90,000 RON;
- Appoint auditors and/or financial controllers, as applicable;
- Ensure you have no tax record issues;
- For foreign legal entities, identification is done with an Extract issued by the Trade Register of the country of origin, with an authorized and legalized Romanian translation and an apostille, if applicable.
Comparative Table: LLC vs JSC
| Document | LLC | JSC |
|---|---|---|
|
Minimum Capital |
1 RON |
Equivalent in RON of the amount of 25,000 EUR, not less than 90,000 RON |
|
Minimum Number of Shareholders |
1 Shareholder |
2 Shareholders |
|
Articles of Incorporation |
Yes |
Yes |
|
Detailed Shareholder Lists |
No (Shareholders) |
Yes |
5. Conclusion
The process of establishing a legal entity in Romania may seem complex, but having the list of required documents at hand will make it easier to navigate the formalities.
It is always recommended to consult a lawyer, a notary, and a specialized accountant to ensure everything is in order before submitting the documents to the Trade Register and other competent institutions.
Final Tips:
- Start by identifying the legal form that best suits your business;
- Gather the necessary documents in advance;
- Stay in touch with specialists (accountants, lawyers) who can simplify the process for you.
With proper documentation and an organized approach, the establishment of your legal entity will proceed much more smoothly and quickly.
