Starting up a Romanian LLC for your business

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According to recent statistics the Romanian economy is continuously growing and now is the time to establish a Romanian company for catching up the start in this new economic environment.

For starting up a Limited Liability Company in Romania, the following information/documents are necessary:

  1. the name of the new company (5 different options, in case that the one that you have in mind has already been reserved by other companies).

  2. a copy of the IDs or passports of the shareholders and the registration certificate of the company which is to act as shareholder in the new company, if the case may be (some of the Trade Register Offices does not issue this type of document) – for every legal person that will be shareholder of the new company;

  3. a copy of the passport and identity card of the Administrator that should be appointed for the new company;

  4. a notary statement and a signature sample of the Administrator of the new company in original and with apostil if it is given abroad;

  5. a shareholder statement given in front of the public notary showing that can act as a shareholder – in original and with apostil if it is given abroad (we will send you a template);

If one or more of the shareholders are legal persons, the following are requested:

  1. a certificate issued by the Trade Register for the company which is to act as shareholder – in original and with apostil – for every foreign legal person that will be shareholder of the new company;

  2. a letter of good standing for the company which is to act as shareholder issued by the bank from where it has an operative bank account;

  3. a decision issued by the General Assembly of the company which is to act as shareholder. If the shareholder is also a legal person we have to draft a decision for this company also (we will draft the document, but you have to send us the necessary information) – this applies for every legal person that will be shareholder of the new company;

For drawing up the article of incorporation you should submit information regarding:

  1. The percent of the Shared capital for each shareholder;

  2. The amount of the Shared capital of the company (the minimum amount is 200 RON equivalent of 50 EUR);

  3. The object of activity of the new company (it can be one principal object of activity and many others as secondary objects of activity);

  4. Copies of the documents regarding the social address of the new company

  5. The documents of the owner of the building;

  6. A free lease or rental contract with the new company for at least one room from that building (we will draft the document, but you have to send us the necessary information);

Please note that besides the identification information, in order to draft the preliminary shareholders decision for starting the procedure we need the following information:

  1. the authorized share capital of the new company and the value of each share (the minimum value is 10 lei);

  2. the social address of the new Romanian LLC;

  3. the main domain in which the Romanian LLC will operate;

  4. the main activity of the Romanian LLC;

  5. the object of secondary activity of the Company can include any activity permitted by law and codified according to NACE code;

  6. the appointment administrator name, powers, mandate availability and copies of his identification documents;

  7. the name and copies of the identification documents of the designated person who will sign in the name and on behalf of the legal person shareholder the articles of incorporation of the new Romanian LLC, who will subscribe in the name of the shareholders the shared capital and who will make the necessary payments for building the shared capital before any bank, who will sign any and all necessary documents, declarations and deeds to be signed in front of the Trade Register.

Why is Romania so attractive for investors

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Romania registered the highest annual economic growth in the European Union in the fourth quarter of 2016, according to Eurostat. This performance couldn’t have been reached without the investments coming from international companies that discovered here a very good environment for their businesses.

Even though a recent study of Eurostat shows that Romania has the highest growth of labor hourly cost in the fourth quarter of 2016 in the European Union, according to a study made by the financial group ING, Romania and Bulgaria are the countries from the Central and Eastern Europe that offer very profitable workforce for investors. Beside the fact that they are affordable, the workers from these countries are also handy.

But the workforce in Romania is not only cost-effective. World Economic Forum issued a report where placed Romania on 10th position in a top of Europe’s entrepreneurial hotspots. The report Europe’s Hidden Entrepreneurs: Entrepreneurial Employee Activity and Competitiveness in Europe looked at two forms of entrepreneurship: one beyond the typical start-up – intrapreneurship – and another named total early stage entrepreneurial activity.

The report defines intrapreneurs as entrepreneurs that don’t choose to start their own business using their ideas, but prefer to implement them within the companies they work for. They are called EEAs, which stands for entrepreneurial employee activity. The others are called TEA and are represented by people aged between 18 and 64 either actively trying to start a new business, or managing a business that is less than three-and-a-half years old, in which they have an ownership stake.

In Europe, a greater proportion of entrepreneurship is expressed as EEA than anywhere else in the world: 40% of entrepreneurial individuals are EEA entrepreneurs, compared with 29% in the United States.

The top makes an overall ranking, combining these two types of entrepreneurs, and places Romania on the 10th position.

So the employees in Romania are not only cheap, but very loyal and committed, being able to offer their ideas for improvements and innovation to the employers.

 

Business without corruption – what can we do for a healthier business environment?

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On 7th and 8th of March, Start Lawyers team attended a very interesting workshop named “Business without corruption”, hosted by the Chamber of Commerce and Industry of Romania (CCIR), General Dynamics, General Dynamics European Land Systems – Mowag and TRACE International. The project was initiated in 2016 and is focused on U.S. best practices on anti-corruption tailored to the needs of Romanian companies.

As Romania is facing serious corruption problems, this workshop came at a very good moment with practical solutions for preventing and fighting against this phenomenon. It’s well known that corruption represents a serious setback on attracting foreign investments, setting-up international joint ventures or establishing partnerships with foreign companies and leads to unfair competition.

Corporate compliance program on anti-corruption

So, after a short presentation about the American Act against Foreign Corrupt Practices (FCPA) and its main provisions, the discussions were built around the corporate compliance program on anti-corruption that can and should be implemented by companies for developing a business without corruption, consisting of following elements:

  • Top level commitment (referring to the message coming from the top, which must be clear and use effective communication channels)
  • Risk assessments (approach that identifies high risk areas)
  • Due diligence (collecting reasonable information for each category of third party for reviewing the type of that third party, services being performed, country of operation and amount and type of payment to determine risk level)
  • Training and internal communications (includes periodic training for all employees, directors and offices on the company’s policies and procedures and applicable laws)
  • Monitoring and review (include and use audit rights, regular reviews of due diligence and updates of compliance program)
  • Documentation.

Every company should develop and implement an Anti-corruption Policy and a Code of Ethics/Conducts, both committing the company to a culture of compliance and to the anti-corruption standards in its business practices.

Also, the companies should have confidential reporting policies and procedures through which the employees and third parties are able to report misconduct or allegations of bribery and corruption.

Prevention by third party due diligence

The most sensitive element of the program seemed to be the third party due diligence that companies are encouraged to do, because of the reluctance of those third parties to this type of prevention. Since business inherently rely upon third parties to achieve a wide range of business objectives, the due diligence process is very important because it can build trust between the partners and cast away any doubt regarding the corruption problems that may occur. Due diligence should be applied consistently and be responsive to changes in structure, needs, laws and regulations. It may be performed internal, by compliance team or business team, or external, by law firms or due diligence providers.

Of course, the main challenge is to explain to that third parties why is this necessary or how this procedure is not questioning their integrity, but only brings business advantages.

Aligning to the standards

Although Romania is still behind U.S. regarding the corruption and the means to prevent it, we believe that soon more Romanian companies will align themselves with these standards and we encourage them to do so, as they need to make reliable partners for others and to develop a business without corruption.

Also, we hope that next time there will be more attendants to the workshop from the public sector, since they need to implement such measures too.

 

The Start Lawyers team is actively participating at events, seminars, conferences with topics related to areas of interest of our clients because we continuously seek to be updated with the latest information, so we can offer the best advises and constantly improve our knowledge.