provides objective measures of business regulations and their enforcement across 183 economies and selected cities at the subnational and regional level. Learn more...
This section identifies the bureaucratic and legal hurdles an entrepreneur must overcome to incorporate and register a new firm in Romania.
The country data appearing on this page was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2009.
The table below provides a summary of the procedures and the associated completion time and cost for setting up a standardized company. The table is followed by additional country-specific information on business registration requirements.
RON 39 (stamp duty) + RON 120 (registration fee) + RON 30 for each mandatory element of the basic information of the company to be registered, such as social capital, firm, associates, administrators, headquarters, main object of activity + RON 100 for ea
Obtain a certificate from the Trade Registry proving the availability of the proposed company name and make a reservation of the name
Time to complete:
1 day
Cost to complete:
RON 50
Name of Agency:
Comment:
In accordance with the Order of the Minister of Justice no. 2594/2008, for the approval of the Methodological Norms regarding the way of keeping the trade registries, of making the registrations and of releasing information, - The reservation of the firm name is now at the national level - thus, companies will have the guarantee that the names under which they choose to perform their trade activity will be protected at national level - A firm is available when it does not belong to another company by its previous registration with the trade registry, irrespective of the county in which this firm was registered. - The firm cannot contain the words "ştiinţific", "academie", "academic", "universitate", "universitar", "scoală", "şcolar" /"scientific", "academy", "academic", "university", "school"/ or their derivatives. - The firm containing the words "naţional", "roman", "institut" /"national", "Romanian", "institute"/ or their derivatives or words or phrases that are characteristic to the central or local public institutions and authorities may be used only with the approval of the Government's General Secretariat or the prefect. The certificate obtained is valid for a period of 3 months.
Procedure 2.
Deposit funds in a bank and obtain a document confirming bank deposit of sufficient funds
Time to complete:
1 day
Cost to complete:
bank commission ranges from zero to 0.5% of capital.
Name of Agency:
Comment:
Procedure 3.
Obtain a fiscal record for the company associates and the legal representatives from the public finance department of the municipality
Time to complete:
1 day
Cost to complete:
RON 20
Name of Agency:
Comment:
The associates of the company or their legal representatives must request a fiscal record from the respective (place where the taxpayer has his/her domicile) Tax and Duties General Directorate. The issuing of such tax record is made on the spot, but its valability is only for 30 days as of the date of its issuing and only for the purpose for which it was issued (Government Ordinance 75/2001 on fiscal record, with its subsequent modifications and completions made by Government Ordinance 47/2007
Procedure 4.
Register with the Unique Office (Biroul Unic) of trade registry Registrul Comertului (BASC), Bucharest Tribunal; obtain court registration, publication of notice, and registration for statistical purposes and social security
Time to complete:
3 days
Cost to complete:
RON 39 (stamp duty) + RON 120 (registration fee) + RON 30 for each mandatory element of the basic information of the company to be registered, such as social capital, firm, associates, administrators, headquarters, main object of activity + RON 100 for ea
Name of Agency:
Comment:
The registration certificate also comprises the unique code of fiscal registration, granted by the Ministry of Public Finances The issuing of the code of fiscal registration attests if the respective commercial company is recorded as payer of the corporate and income tax. To obtain the unique code of registration, the data contained in the registration request is transmitted per officio to the Ministry of Public Finances; based on the data mentioned above, the Ministry of Public Finances grants the unique code of registration within 8 hours. According to the law, together with the performance of the registration, an excerpt of the certificate of the appointed judge is sent, per officio, to the Regie autonome (Official Gazette) for publication in the Official Gazette, part IV. The registration formalities as a VAT payer are not accomplished with the Trade Registry, but with the Fiscal Administrations within the area of the company’s registered office, based on an affidavit. Time limits that expedite the incorporation process have been put in place through Law 359/2004 regarding the registration procedures with the Trade Registry and for tax purposes of individuals, family partnerships and legal entities and the authorization procedure for legal entities (in force starting October 12, 2004) and its subsequent amendment through Government Emergency Ordinance 75/2004. The registration certificate of registration is issued within 3 days.
With respect to the process of authorizing the company's activities, only an affidavit form (Rom. “Declaratie-tip pe propria raspundere”) duly signed by the shareholders/associates or directors, stating, as the case may be, that the company: (i) will not carry out any of its declared activities at its main or secondary headquarters for a period of maximum 3 years; or (ii) is in conformity with the legal operating requirements prescribed by the specific legislation for its contemplated object of activity, will have to be submitted. Based on the affidavit form, the Trade Registry Single Office (Rom. “Biroul Unic din cadrul Registrului Comertului”), issues a certificate of status (Rom. “Certificat constatator”), accompanying the certificate of registration or, in case of a change in the declared object of activity, the certificate of entries (Rom. “Certificat de mentiuni”). This certificate of status replaces the appendix to the certificate of registration that used to list all the required operating permits.
Prior to registration, companies are required to obtain the approval of neighbors to use a leased office or apartment as a registered headquarters for a company -- even if the company is merely a holding company that conducts no active business; Guidelines of legal documents concerning the registration and authorization of commercial companies and the registration of the amendments brought to their constitutive acts is available at http://www.onrc.ro/romana/formalitati.php.
Several changes occurred during 2006: The liquidation fund fee has been increased to an amount representing 20% of the registration taxes. As of August 1, 2006, a new fund has been created, the Insolvency Journal (Buletinul Insolventei) fund, to which a fee representing 5% of the registration taxes shall be paid. In addition, as of January 1, 2007, the files pertaining to a company's registration may be drafted and submitted to the Trade Registry in electronic format, together with an electronic signature. However, as of March 2007, this did not affect to total registration time.
The costs are based on the value for liquidation fund fee according to Law no. 85 of 5.04.2006 on insolvency; the new value for stamp duty is based on Law No. 146/1997 approving the judiciary stamp duties; the new value for filing with the Trade Registry is based on Government Decision no. 1422 of 11.10.2006 for the modification and completion of Government Decision no. 913/2004 on the approval of taxes and tariffs applied to operations done by the Trade Registry Offices attached to each court; the new value for the headquarters uniqueness check is based on Government Decision no. 1422 of 11.10.2006 for the modification and completion of Government Decision no. 913/2004 on the approval of taxes and tariffs applied to operations done by the Trade Registry Offices attached to each court. Beginning August 1st 2006, for the registration taxes to which the liquidation fund fee is applied, according to art. 17 Government Decision 460/2005 on the contents, stages, financing conditions, the publication and distribution of the Judiciary Reorganization and Bankruptcy Procedures Bulletin in amount of 5%. The value for the certificate of status is based on Government Decision no. 1422 of 11.10.2006 for the modification and completion of Government Decision no. 913/2004 on the approval of taxes and tariffs applied to operations done by the Trade Registry Offices attached to each court.
Procedure 5.
Register for VAT
Time to complete:
3 days
Cost to complete:
no charge
Name of Agency:
Comment:
According to Law no. 343 of 17.07.2006 for the modification and completion of Law no. 571/2003 on the Tax Code, beginning January 1st 2007 a person subject to taxation established in Romania and has or intends to have an economic activity which implies operations that can be taxed and/or exempted from VAT with deduction rights, must request the registration for VAT purposes from the qualified fiscal authority. The registration code for VAT purpose has the RO prefix, in concordance with the International Standard ISO 3166 - alpha 2 and is obtained by the qualified fiscal authority in a 3-day period from the moment the documentation is submitted. The Trade Registry notifies the Ministry of Finance with regard to the request for VAT registration and the Ministry of Finance issues a separate certificate evidencing the VAT number and the start date for VAT purposes. In addition to this, a Tax Registration Form (Form 010) must be submitted to the Ministry of Finance within the next 30 days as from the company’s registration in order for the new company to register as profit tax and social contributions payer.
Procedure 6.
Register the employees contracts with the Territorial Labor Inspectorate (TLI)
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
Each individual work contract must be registered with the Territorial Labor Inspectorate within 20 days from its conclusion. Labor booklets (Rom. Carnet de Munca) are still used as the main employee's official document which indicates the duration of employment, seniority with one employer, seniority in the same position/specialty, base salary history and other relevant information of each employee. Generally, they are kept and filled by the Territorial Labor Inspectorate, which will charge the employer a fee of 0.75% of the monthly salaries fund (the total aggregate amount of employees' gross salaries). The labor booklets may be kept and filled also by the employer if it obtains the prior approval of the Territorial Labor Inspectorate. In such case, the Territorial Labor Inspectorate shall charge the employer a fee of only 0.25% of the monthly salaries fund for examining and certifying the legality of the registrations performed by the employer itself within the labor booklets.
In accordance with Government Decision 161/2006, with subsequent additions and modifications, as of 31 December 2006, each employer is obliged to settle an internal general register recording all his employees, in electronic format, and to transmit it the Territorial Labor Inspectorate in the jurisdiction the employer has his headquarters or domicile. In accordance with Government Decision 53/2007 on the modification of Art. 4, paragraph (2) of Government Decision 161/2006 on the establishment and filling in of general register of employees' record, each employer that at the date of entering into force of this Decision had personnel employed on the basis of individual work contracts were obliged to send to the Territorial Labor Inspectorate, in the jurisdiction they had their headquarters or domicile, as the case might be, the respective electronic format register, within 90 days from the date of entering into force of this Decision.
View all indicator data and topic details for this economy.