10 steps to incorporating in Romania in 2024

Incorporation of a company in Romania can be completed in 5 weeks without our Client travel. Healy Consultants’ Romania business incorporation agent will complete all procedures, including the opening of a corporate bank account and statutory government registrations of the local company. The typical procedures are as following:

Pre-incorporation steps

1. Consultation: To begin Romania company incorporation, our Client i) settles our engagement fees and ii) signs and returns our Client engagement letter and iii) provides us all the required due diligence documents;
2. Engagement planning: The exact corporate structure is agreed with our Client in the form of a detailed corporate structure document, and our dedicated client engagement manager then drafts a detailed engagement project plan, mapping out by week each step to engagement completion, optimizing transparency, and setting Client expectations;
3. Power of attorney: To enable us complete procedures relevant to the business setup, our Client must grant Healy Consultants’ company secretary a legalized Power of Attorney;
4. Name reservation: Healy Consultants and our Client decide on the 3 desired company names. and check the availability with the National Trade Register. If available, the preferred business name is reserved.

Incorporation steps

1. Document preparation and registered office: before incorporating the Romanian company our local company secretary prepares the articles of incorporation and certifies the same together with the registered office agreement;
2. Capital account opening: thereafter our Client is required to deposit the minimum share capital contribution of €50 into a local cumulative corporate bank account or capital account. The bank will then issue a certificate of capital deposit;
3. Document submission: Healy Consultants will submit a complete company incorporation package to the Commercial Registry which includes i) certified M&AA ii) legalized PoA iii) signed registered office agreement and iv) share capital deposit issued by a Romanian bank;
4. Registration approval: Within 15 working days the Trade Register issues our Client’s Certificate of Incorporation. Thereafter Healy Consultants i) registers the company with the Ministry of Finance to secure a tax registration certificate and fiscal record certificate for each shareholder and ii) publishes a notice in the Official Gazette of Romania.

Post-incorporation steps

1. VAT registration: Following company incorporation, we i) proceed to register the new company for VAT and ii) purchase the Registry of Unique Controls from the National Tax Administration;
2. Engagement completion: we courier a full company kit to our Client, including original Romania corporate documents, unopened bank correspondence and a Client feedback survey. If required, Healy Consultants will provide post setup business support services including recruitment of local staff, secure specific regulatory business licenses or provide monthly bookkeeping, accounting, audit and tax services.

Checklist of requirements to setup a business in Romania

Other than the standard personal and corporate due diligence documentation of our Clients, other documents required during the company incorporation process include:

• Power of Attorney granting authority to the Healy Consultants’ local company secretary to register the company on behalf of our Client;
• Certified true copy of the copy of i) company name registration and ii) bank issued share capital deposit;
• Original or certified true copy of the lease agreement for the Romanian legal registered office address;
• Copy of tax registrations issued by tax authorities, for the Romanian company and all of its shareholders.