Duration: 3 days
The unique code of fiscal registration:
• is granted by the Ministry of Finance;
• the data in the registration request is transmitted per officio to the Ministry of Finance;
• the Ministry of Finance grants the unique code of registration within 8 hours;
• attests that the company is recorded as a corporate and income taxpayer.
According to law, together with the performance of the registration, an excerpt of the resolution is sent per officio to the Official Gazette for publication in part IV.
Moreover, within 30 days of company’s registration, the new company must file the tax registration form with the Ministry of Finance to register as a profit-tax and social-contributions payer.
All information regarding incorporation forms, necessary documents, as well as taxes and tariffs chargeable for the incorporation process are available on the web-site www.onrc.ro
, on “Formulare” section, “Taxes and Tariffs” section and “Formalitati – guide no. 1 – mandatory documents for professionals incorporation and authorization as legal entity”.
Documents needed for the incorporation process:
Incorporation form (original);
Proof of availability and reservation of the company name (original);
Proof of sole shareholder quality in a private liability company or the proof of the private liability company with sole shareholder not being sole shareholder in another incorporated private Liability Company (original);
Document of association/ memorandum (original);
Proof of the Registered Office right of use; the Registered Office must be enrolled at Public Finance Administration Office which it belongs;
The certificate issued by the Public Finance Administration stating there is no other document recorded to prove handing, with onerous or pro-bono (gratuitous) title, the right of use for the Registered Office (obtained through The Trade Register Office);
Statutory declaration, in genuine form, related to compliance with the condition stated in previous point (in case there are recorded documents to prove handing the right of use for the Registered Office);
If the case, notice of change for collective residence, under the Law no. 230/2007 (completed standard form, original);
Proof of payments for intakes subscribed by shareholders (copy);
Statutory declarations of the founder/administrator/censor or legal representative person named administrator or censor to prove legal right of those qualities (original);
Identity cards of the founders, administrators, censors and auditors (copy);
Legal entity representatives’ specimen (original);
Fiscal record information proving no fiscal debts (original) and, if the case, authorised translation, with signature legalised by public notary, issued for: associates or legal entity representatives, with residence/premises in Romania; or individual/legal foreign entities fiscally registered in Romania (issued through Trade Register Office); or, if the case, statutory declaration of the foreign citizen in his own name or as a legal entity representative;
Standard statutory declaration signed by administrators or associates which states:
The legal entity is not carrying out declared activities, at the Registered Office or secondary premises, for maximum three years period;
The legal entity complies with operating conditions (mandatory for authorizing operations) provided by specific legislation such as sanitary field, veterinary field, environmental protection field and labour protection field; applied laws in accordance with declared activities.
If the private liability company is established by a legal entity, following documents are requested:
Incorporation papers of the founders, administrators, censors, both Romanian legal entities (certified copy) and foreign (original and authorised translation, with signature legalised by public notary);
Statutory component decision regarding the participation in company formation of the Romanian legal entities founders (certified copy) or foreign (original and authorised translation, with signature legalised by public notary);
The mandate of the person authorised to sign the document of association in the name and on behalf of the Romanian legal entities founder (certified copy) or foreign (original and authorised translation, with signature legalised by public notary);
The certificate of worthiness for non-resident legal entities who participates in the company formation, issued by the bank or the competent Chamber of Commerce in the country of nationality (original and translation copy);
Special empowerment (in genuine form), power of attorney or delegation issued for the persons appointed to carry out legal formalities (original);
• In the case of ole shareholder limited liability companies, if there are contributions in kind, prior appointment of an expert accountant by the director of the trade register office attached to the law court and/or the authorized person/s is required for valuation thereof. Such application shall be submitted to the trade register office by payment of register fee.
• The capacity of sole shareholder shall be vetted in the case of sole shareholder limited liability companies in compliance with art.14, paragraphs 1-2 of Law no. 31/1990, republished, as subsequently amended and supplemented;
• In compliance with the provisions of art.17, paragraph (2) of Law no.31/1990, republished, as subsequently amended by GEO no.54/2010 on certain measures for fighting tax evasion, more companies may operate at the same registered office only in case the housing unit, by its structure, allows operation of more companies in different rooms or in spaces distinctly parted. The number of trading companies operating in a housing unit cannot exceed the number of rooms or distinct spaces obtained by parting;
• The certificate issued by the competent Fiscal Office, as provided for by GEO no.54/2010 on certain measures for fighting tax evasion, shall be obtained by filling out the application for registration at the National Agency for Fiscal Administration (ANAF), approved by Order no. 2112/2010 of the President of ANAF whereon fiscal stamps in a value of 4 LEI shall be attached. Such application shall be attached to the application for registration in the trade register.
• Copies of the proving documents shall be certified for conformity with the originals by signature, and legibly writing the name, by the persons who are, according to the law, authorized to fill out and sign the application; in the case on non-resident natural or legal persons, originals or authenticated copies shall be filed and the translation thereof, by an authorized translator whose signature is authenticated by a notary public;
• Settlement of the application lies with the director of the trade register office attached to the law court and/or the appointed person or persons who may dispose submission of proving documents other than the ones already specified;
• Assistance departments of the trade register offices attached to law courts may draw up documents, obtain authentication or, where appropriate, grant a definite date or provide for guidance for properly filling out the application for registration, against payment of a fee;
Forms are provided for at the trade register offices or may be downloaded on the internet (www.onrc.ro
• The application for incorporation, the documents provided for by law and the evidence of payment of the legal fees and charges, filed and numbered, shall be submitted by the requester directly at the trade register office attached to the law court, by mail, with declared-value letter and notice of receipt or by electronic means. The application sent in electronic form shall have the extended electronic signature incorporated, attached or logically associated;
• The documents whose registration, change or publication is requested at the trade register office attached to the law court shall be drawn up by the requester in Romanian, shall be legible, without deletions or additions, under the sanction of rejection thereof.
• The Articles of Association shall be submitted in authentic form for general partnerships and limited partnerships. In the case of limited liability companies, the authentic form is compulsory if there is land among the assets subscribed as contributions in kind to the share capital; for the other situations, granting a definite date, under the law, by the notary public or by the assistance department of the trade register office, certification by an attorney in compliance with the provisions of Law no.51/1995, as amended, or conclusion of such document under private signature will be sufficient;
• The Articles of Association shall include the clauses laid down by Law no.31/1990, art. 7, republished, as subsequently amended and supplemented, as well as the domain and main activity. All the activities set out in the Articles of Association shall be encoded according to NACE Codes, as updated by Order no. 337/2007 of the President of the National Institute for Statistics, and the object of activity shall be expressed in four-digit NACE codes for activities;
• The documents attesting to the rights of use of the spaces designated as registered office and/or secondary offices may be: excerpt from the land record register, valid upon submission, but no older than 30 days, a purchase agreement, a donation contract in authentic form, certificate of inheritance, notary document certifying termination of joint possession or property delimitation, final court judgment concerning the property or the use/usufruct, final court judgment concerning termination of joint possession, minute of construction acceptance, document of adjudication of the sold dwelling within enforcement proceedings, exchange agreement, lease agreement (registered at the Fiscal Office), sub-lease agreement (registered at the Fiscal Office), concession agreement, real estate lease agreement (registered at the Fiscal Office), free-lease agreement (registered at the Fiscal Office), use agreement (registered at the Fiscal Office), usufruct agreement (registered at the Fiscal Office), valid certificate of tax record/farming tax record or any other legal document conferring the right of use, as the requester chooses. The excerpt from the land record register and the certificate of tax record/farming tax record shall be filed in the original, the other documents shall be submitted in a copy certified by the party or in authenticated copy;
• Evidence of payments of contributions to the share capital may be submitted, as appropriate:
- for cash contributions: deposit slip, payment order or receipt from CEC Bank;
- for contributions in kind subscribed to the share capital: ownership title (invoices, property titles of immovable assets, including a certificate of encumbrance); as well as, where appropriate, the asset valuation report drawn up by legally authorized persons. The valuation report is compulsory for sole shareholder limited liability companies;
• Statements of own responsibility of the persons who have, according to law, such obligation may be given in authenticated form by the notary public, in a form certified by an attorney in compliance with Law no.51/1995, as amended, or by granting a definite date by the assistance departments of the trade register offices;
• The signature specimens of the company representatives shall be submitted to the trade register office at the same time with the application for incorporation if they were appointed through the Articles of Association and may be given in authenticated form before the notary public, the director of the trade register office or his/her substitute who shall certify such signature;
• The legal fees may be paid in cash or by bank card at the trade register office pay desks as well as by post order or by payment order, etc.;
In case the documents attesting to the registration in the trade register are sent by post, a fee approved by Order of the Minister of Justice shall be charged.