According to the Romanian Law no. 265/2022 on the trade register and for the modification and completion of other normative acts with an impact on the registration in the trade register, so that a professional can carry out economic activity in Romania, it is necessary, first of all, to require the registration of the company in the Romanian Trade Register. Currently, more and more entrepreneurs want to incorporate a company in Romania, and they can choose, according to the Romanian Law no. 31/1990 on companies, between joint-stock companies, limited liability companies, general partnership, limited partnership and partnership limited by shares. Pavel, Margarit and Associates Romanian Law Firm recommends contacting a lawyer specialized in incorporating companies, corporate law and any Trade Register operation that can provide you with top-notch legal assistance, so that the procedure for incorporating the company in Romania is safe and easy.
For the registration of the company in Romania, the professional must take into account several aspects, such as establishing the object of activity, the reservation of the name of the company, the establishment of the head office in Romania, the preparation of the articles of association in Romania, the liability of the administrator in Romania etc., so that the professional can carry out economic activity in Romania under legal conditions.
Establishing the object of activity of the company
It is important that, before starting the procedure for incorporating a company in Romania, the professional chooses the object of activity of the company to be set up. Thus, the professional can have an overview of the economic activity in Romania that he will carry out once the procedure for the registration of the company in Romania is fulfilled.
Checking availability and booking the name of company
Reserving the name of the company is an essential step for incorporating a company in Romania, because it individualizes the professionals on the market. According to the Romanian Law no. 265/2022 on the trade register and for the modification and completion of other normative acts with an impact on the registration in the trade register, it is forbidden to register a name that contains the words: “scientific”, “academy”, “academic”, “university”,”school”, or their derivatives, as well as “notary”, “bailiff”, “lawyer”, “legal adviser” or words that are associated with professions involving the exercise of public authority. The professional must choose 3 possible company names, depending on the preference, for the Romanian Trade Register to check if available, whereas it is not possible to book and register a firm that is already booked or registered.
Drafting the articles of association
The articles of association in Romania is the document that form the basis for incorporating a company in Romania, including aspects related to the associates, the legal form, the head office in Romania, the object of activity, share capital, etc. Regarding the subject matter, a lawyer specialized in incorporating companies, corporate law and any Trade Register operation can guide you in choosing the correct NACE codes, so you have the certainty that they reflect the desired object of activity.
Establishment of the head office
The head office in Romania is the place where the company in Romania will carry out its economic activity, which can be proven by sales agreements, lease agreements, legal assistance contracts (in this case, it can be established at the lawyer’s office, but only for a period of no more than 1 year), etc. It is important to follow the validity of the head office, as its expiration may lead to ANAF declaring the company in Romania inactive.
Liability of the administrator
According to the Romanian Law no. 31/1990 on companies, the administrators are jointly and severally liable towards the company in Romania for the reality of capital deposits made by the associates, the real existence of dividends paid, the existence of the registers required by law and their correct maintenance, the exact fulfillment of the decisions of the Company Shareholders’ General Assembly and the strict fulfillment of the duties that the law and the articles of association in Romania impose. The action in liability against the administrators also belongs to the creditors of the company in Romania, who will be able to exercise it only in case of opening the procedure regulated by the Romanian Law no. 64/1995 on the procedure of judicial reorganization and bankruptcy.
In conclusion, it is essential that when incorporating a company in Romania the professional should take into consideration aspects related to establishing the object of activity,reservation of the name of the company, the establishment of the head office in Romania, drafting the articles of association in Romania, engaging the liability of the administrator in Romania, etc. Pavel, Margarit and Associates Romanian Law Firm recommends contacting a lawyer specialized in incorporating companies, corporate law and any Trade Register operation that can provide you with legal assistance throughout the procedure for the registration of the company in Romania, so that the documentation is properly fulfilled, and the submission of the file to be done without any impediments.