Q&A about setting up foreign-owned Limited Liability Company in Romania

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Romania Foreign-funded Limited Liability Company
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Romania – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in Romania?

In Romania, foreign-funded companies can take various forms depending on the ownership structure and the nature of their operations.
Here are some common types of foreign-funded companies in Romania:
1. Joint Stock Company (Societate pe Acțiuni, S.A.): A joint-stock company in Romania is a legal entity whose capital is divided into shares. It can be publicly traded or privately owned. A joint-stock company requires a minimum share capital and is suitable for larger-scale investments and public offerings.
2. Limited Liability Company (Societate cu Răspundere Limitată, S.R.L.): A limited liability company is a popular choice for foreign investors in Romania. It provides limited liability protection to its owners, who are referred to as shareholders or associates. The liability of the shareholders is generally limited to their capital contributions.
3. Branch Office (Sucursală): Foreign companies can establish branch offices in Romania. A branch office is an extension of the foreign parent company and has no legal separation. It allows the parent company to carry out its operations in Romania without creating a separate legal entity. The activities of the branch office are subject to the regulations and reporting requirements of the Romanian authorities.
4. Representative Office (Oficiu de reprezentare): Representative offices are similar to branch offices but have limited activities. They serve as a liaison or marketing office for the foreign company in Romania, without engaging in commercial activities or direct sales. Representative offices are typically established for market research, building relationships, and promoting the company’s products or services.
5. Subsidiary (Filială): Foreign companies can establish wholly-owned subsidiaries in Romania. A subsidiary is a separate legal entity that is fully or partially owned by the foreign parent company. It allows the parent company to have complete control over the operations in Romania while enjoying the benefits of limited liability protection.
6. Joint Venture (Asociație în Participațiune): Foreign companies can form joint ventures with Romanian partners to establish a business entity in which both parties contribute capital, technology, or expertise. Joint ventures can be formed for specific projects or to enter into a particular industry. This type of partnership allows foreign companies to benefit from the local knowledge and resources of their Romanian partners.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Romania?

The procedures for setting up a foreign-funded limited liability company (LLC) in Romania typically involve the following steps:
1. Reserve the Company Name: Start by reserving the desired company name with the Romanian Trade Register. This step ensures that the chosen name is available and can be used for the LLC.
2. Prepare the Constitutive Documents: Prepare the constitutive documents, which include the articles of association (statute) and the memorandum of association. These documents outline the company’s purpose, activities, capital structure, ownership, and other important details.
3. Capital Contribution: Determine the initial capital to be contributed to the LLC. The minimum required capital for an LLC in Romania is 200 RON (Romanian New Lei). The capital can be contributed in cash, assets, or a combination thereof.
4. Appointment of Shareholders and Directors: Identify and appoint the shareholders (members) and directors of the LLC. Shareholders can be individuals or legal entities, while directors must be individuals. At least one director must have a registered address in Romania.
5. Notarization and Registration: The constitutive documents, including the articles of association and the memorandum of association, must be notarized by a Romanian notary public. Once notarized, the LLC is registered with the Romanian Trade Register.
6. Obtain Tax Registration: Register the LLC with the Romanian tax authorities (ANAF) to obtain a tax identification number (CIF). This registration is necessary for tax purposes and fulfilling the company’s tax obligations.
7. Register with Other Relevant Authorities: Depending on the nature of the business activities, the LLC may need to register with specific regulatory authorities or obtain permits or licenses related to the industry it operates in.
8. Open Bank Accounts: Open a corporate bank account for the LLC in a Romanian bank. This account will be used for the company’s financial transactions.
9. Register with the Social Security Administration: Register the LLC with the Romanian Social Security Administration (Casa de Pensii) for social security purposes and employee benefits.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Romania’s foreign-funded companies?

The requirements for holding positions such as director, manager/supervisor, and company secretary in Romania’s foreign-funded companies may vary depending on the specific circumstances and the legal form of the company.
However, here are some general requirements and considerations:
1. Director:
• Age and Legal Capacity: Directors must be at least 18 years old and legally competent.
• Residency: There is no specific requirement for directors to be Romanian residents. Foreign individuals can hold director positions in Romanian companies.
• Eligibility: Directors should not have any legal restrictions that would prevent them from holding such positions. This includes not being declared bankrupt, convicted of certain criminal offenses, or banned from holding certain positions.
• Qualifications and Experience: There are no specific educational or professional qualifications required to be a director. However, relevant experience and expertise in the industry or field of the company may be beneficial.
2. Manager/Supervisor:
• Qualifications and Experience: The qualifications and experience required for managerial or supervisory positions in foreign-funded companies may vary depending on the nature of the business and the specific job requirements. The company may seek individuals with relevant education, skills, and experience in the industry or field.
3. Company Secretary:
• Appointment: The appointment of a company secretary is not mandatory for all types of companies in Romania. However, if the company chooses to appoint a company secretary, the requirements are not specifically regulated by law.
• Duties and Responsibilities: The company secretary typically assists with administrative and legal tasks, ensuring compliance with statutory requirements, maintaining corporate records, and facilitating communication between the company and relevant authorities.

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How long the share capital of a Romania Foreign-funded Limited Liability Company must be hold before it can be sold?

In Romania, there is no specific requirement regarding the duration for which the share capital of a foreign-funded limited liability company (LLC) must be held before it can be sold.
The shareholders of an LLC have the flexibility to transfer or sell their shares at any time, subject to any applicable restrictions or conditions mentioned in the company’s articles of association or shareholder agreements.
However, it’s important to note that the transfer or sale of shares may be subject to certain legal and procedural requirements, including obtaining any necessary approvals or consents from other shareholders, compliance with applicable laws and regulations, and updating the company’s records and registration with the Romanian Trade Register.
Additionally, if the LLC has multiple shareholders, the articles of association or shareholder agreements may include provisions regarding pre-emptive rights, share transfer restrictions, or other conditions that need to be followed when transferring or selling shares.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Romania?

No, a resident shareholder is not specifically required for the incorporation of a foreign-funded limited liability company (LLC) in Romania.
Foreign individuals or legal entities can hold 100% of the shares in a Romanian LLC, and there is no mandatory requirement for a resident shareholder.
The shareholders of a foreign-funded LLC can be both residents and non-residents of Romania.
However, it is important to note that the LLC must have at least one director who is a resident of Romania.
This requirement ensures that the company has a representative who can fulfill certain administrative and legal obligations within the country.
The shareholders of the LLC, whether residents or non-residents, are responsible for providing the necessary capital and fulfilling their obligations as outlined in the company’s articles of association and Romanian laws and regulations.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Romania?

Yes, according to Romanian law, at least one resident director is required for the incorporation of a foreign-funded limited liability company (LLC) in Romania.
The resident director must have a registered address in Romania.
This requirement ensures that the company has a representative who can fulfill certain administrative and legal obligations within the country.
The resident director is responsible for representing the company and conducting its day-to-day operations in Romania.
They play a crucial role in ensuring compliance with local regulations, maintaining communication with authorities, and handling administrative tasks on behalf of the company.
It’s important to note that the resident director requirement applies to the initial incorporation of the LLC.
Once the company is established, it may be possible to appoint additional directors, including non-residents, to the board of directors.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Romania?

No, there is no specific requirement for a company secretary in the incorporation of a foreign-funded limited liability company (LLC) in Romania.
The appointment of a company secretary is not mandatory for all types of companies in Romania, including foreign-funded LLCs.
However, if the company chooses to appoint a company secretary, it is at their discretion and as per their internal governance structure.
The role of a company secretary typically involves assisting with administrative and legal tasks, ensuring compliance with statutory requirements, maintaining corporate records, and facilitating communication between the company and relevant authorities.
The decision to have a company secretary may be influenced by the size and complexity of the company’s operations, as well as its specific needs for administrative support and compliance management.
It is important to note that even without a mandatory requirement for a company secretary, LLC must still comply with all applicable laws and regulations related to record-keeping, reporting, and compliance with local authorities.

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What are the qualifications of a legal representative in Romania Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Romania?

In Romania, the legal representative of a foreign-funded limited liability company (LLC) is typically referred to as the “mandatar” or “administrator.”
The qualifications and requirements for a legal representative in a Romania foreign-funded LLC are as follows:
1. Eligibility: The legal representative must be a natural person, either a Romanian citizen or a foreign individual who is legally allowed to act as a legal representative in Romania.
2. Appointment: The legal representative is appointed by the shareholders of the company, typically through the articles of association or a shareholder resolution.
3. Powers and Responsibilities: The legal representative has the authority to represent the company in its dealings with third parties, sign contracts on behalf of the company, manage day-to-day operations, and make decisions in line with the company’s objectives and interests.
4. Residency Requirement: There is no specific requirement for the legal representative to be a resident of Romania. Therefore, a foreigner can act as a legal representative in a Romania foreign-funded LLC. They do not need to have a place of residence in Romania, but they should be available and able to fulfill their responsibilities as a legal representative.
However, it’s important to note that for practical purposes and administrative convenience, having a legal representative who resides in Romania can be beneficial.
A resident legal representative can facilitate communication with authorities, handle administrative matters, and be readily available for company-related activities within the country.

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Is it possible to establish a Romania foreign-owned company through an offshore company as holding company?

Yes, it is possible to establish a Romania foreign-owned company through an offshore company acting as a holding company.
Using an offshore company as a holding company can offer certain advantages in terms of tax planning, asset protection, and international structuring.
Here’s a general outline of the process:
1. Establish the Offshore Holding Company: Set up an offshore company in a jurisdiction that allows for holding and owning shares in other companies. Popular offshore jurisdictions for holding companies include jurisdictions such as the British Virgin Islands, Cayman Islands, Seychelles, or Delaware in the United States.
2. Establish the Romanian Subsidiary: Once the offshore holding company is established, it can proceed to establish a subsidiary company in Romania. The Romanian subsidiary will be the actual operating entity within Romania.
3. Capitalize the Romanian Subsidiary: The offshore holding company can capitalize the Romanian subsidiary by transferring funds, assets, or shares to the Romanian company as an investment. This capitalization can be done in accordance with Romanian laws and regulations.
4. Maintain Compliance: Ensure that both the offshore holding company and the Romanian subsidiary comply with the legal and regulatory requirements of their respective jurisdictions. This includes fulfilling reporting obligations, tax requirements, and corporate governance obligations in both the offshore jurisdiction and Romania.

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What are the special features of Romania wholly foreign-owned limited liability company (LLC)?

A wholly foreign-owned limited liability company (LLC) in Romania, often referred to as a “Societate cu Răspundere Limitată” (SRL), has several special features:
1. Ownership: A wholly foreign-owned LLC allows for 100% foreign ownership. Foreign individuals or entities can hold all the shares of the company, without the need for Romanian partners or shareholders.
2. Liability: The liability of the owners (shareholders) is limited to the amount of capital they have contributed to the company. The personal assets of the shareholders are generally protected from the company’s debts and liabilities.
3. Capital Requirements: The minimum share capital required to establish a wholly foreign-owned LLC in Romania is 200 RON (Romanian New Lei). This capital can be contributed in cash or in-kind assets.
4. Governance: The LLC is managed by one or more directors, who may be Romanian residents or non-residents. The directors are responsible for the day-to-day management of the company’s operations and decision-making.
5. Flexibility: Wholly foreign-owned LLCs offer flexibility in terms of business activities and operations. They can engage in a wide range of commercial activities, subject to compliance with applicable laws and regulations.
6. Taxation: Wholly foreign-owned LLCs are subject to Romanian taxation laws. They are liable to pay corporate income tax on their profits, value-added tax (VAT) on eligible transactions, and other applicable taxes and contributions.
7. Limited Reporting Requirements: LLCs in Romania are required to maintain proper accounting records and submit annual financial statements. However, smaller companies may benefit from simplified reporting requirements.
8. Business Expansion: A wholly foreign-owned LLC in Romania can serve as a platform for expanding business activities within the country, accessing the Romanian market, and conducting business transactions with local and international partners.

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Romania Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are Romania foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

Romania does not have a specific positive or negative list for foreign investment industries and products.
However, the country does have regulations and restrictions in certain sectors that may affect foreign investment.
In general, Romania welcomes foreign investment and has implemented a liberal foreign investment regime.
The legal framework governing foreign investment is based on principles of equal treatment and non-discrimination, allowing foreign investors to participate in most sectors of the economy.
However, there are specific sectors where certain restrictions or requirements may apply.
These sectors include defense, national security, energy, telecommunications, banking, and insurance, among others. In these sectors, additional licenses, permits, or approvals may be required from the relevant authorities.
Furthermore, Romania is a member of the European Union (EU) and follows the EU regulations on investment.
As an EU member state, Romania adheres to the principles of the EU Single Market, including the freedom of establishment and the free movement of capital.
Regarding different approaches for foreign investment from different countries, Romania generally treats foreign investors equally regardless of their country of origin.
The country follows the principle of national treatment, which means that foreign investors are treated on par with domestic investors, with no discrimination based on nationality.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

There is no specific positive list that outlines industries where foreign investment is explicitly allowed, restricted, or prohibited.
The general principle in Romania is that foreign investors are allowed to participate in most sectors of the economy without discrimination based on nationality.
While there are certain sectors that may have specific regulations or requirements, such as defense, national security, energy, telecommunications, banking, and insurance, these do not constitute a comprehensive positive or negative list.
These sectors may require additional licenses, permits, or approvals from the relevant authorities.
It’s important to note that the regulatory framework for foreign investment in Romania is primarily based on principles of equal treatment and non-discrimination, where foreign investors are generally treated the same as domestic investors.
There is no specific positive list that differs for different countries.
However, it’s worth mentioning that different countries may have bilateral investment treaties or agreements with Romania that provide certain protections or provisions for investments between those countries.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

There is no specific negative list that outlines industries where foreign investment is explicitly restricted or prohibited.
The general principle in Romania is that foreign investors are allowed to participate in most sectors of the economy without discrimination based on nationality.
While there are certain sectors that may have specific regulations or requirements, such as defense, national security, energy, telecommunications, banking, and insurance, these do not constitute a comprehensive negative list.
These sectors may require additional licenses, permits, or approvals from the relevant authorities.
It’s important to note that the regulatory framework for foreign investment in Romania is primarily based on principles of equal treatment and non-discrimination, where foreign investors are generally treated the same as domestic investors.
There is no specific negative list that differs for different countries.
However, it’s worth mentioning that different countries may have bilateral investment treaties or agreements with Romania that provide certain protections or provisions for investments between those countries.

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What are the restriction on foreign investment in Romania? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

In Romania, there are generally no specific restrictions on foreign investment.
The country follows a liberal and non-discriminatory approach towards foreign investors.
However, there are certain rules and requirements that apply to both domestic and foreign investors alike.
Here are some key points regarding foreign investment in Romania:
1. Minimum Share Capital: The minimum share capital required to establish a limited liability company (LLC) in Romania is 200 Romanian New Lei (RON). This applies to both domestic and foreign-owned companies.
2. Shareholding Ratio: Romania does not impose specific restrictions on the shareholding ratio between domestic and foreign investors. Foreign investors are generally allowed to hold 100% ownership in Romanian companies, known as wholly foreign-owned companies.
3. Sector-Specific Restrictions: Certain sectors such as defense, national security, energy, telecommunications, banking, and insurance may have sector-specific regulations and requirements. These sectors may require additional licenses, permits, or approvals from the relevant authorities.
4. Bilateral Investment Treaties: Romania has signed bilateral investment treaties (BITs) with various countries. These BITs provide certain protections and provisions for investments between Romania and the respective countries. The provisions in these treaties may differ from country to country, offering specific advantages and safeguards for investors from those countries.

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What are the licensed industries in Romania?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

In Romania, there are certain sectors that require specific licenses or permits for operation.
While these sectors may be referred to as “licensed industries,” it does not necessarily mean that they are restricted or prohibited for foreign investment.
The distinction between industries that allow foreign investment, industries that restrict foreign investment (licensed industries), and industries that do not allow foreign investment is not based solely on the requirement for licenses.
The licensing requirement in certain sectors is applicable to both domestic and foreign investors and is designed to regulate and ensure compliance within those industries.
The licensing process typically involves obtaining approvals and meeting specific criteria related to qualifications, financial stability, technical standards, and other sector-specific requirements.
Examples of sectors in Romania that may require licenses or permits include banking, insurance, telecommunications, energy, pharmaceuticals, financial services, transport, and certain aspects of healthcare.
It’s important to note that the licensing requirement does not automatically imply restrictions on foreign investment.
Foreign investors can participate in these licensed industries as long as they meet the necessary criteria and obtain the required licenses or permits.
However, there may be certain sectors or activities that are subject to additional restrictions or regulations beyond the licensing requirement, such as defense, national security, and strategic assets.
These sectors may involve specific considerations and approvals from relevant authorities.

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Romania-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Romania?
Are there different documents for different countries?

To establish a Foreign-funded Limited Liability Company (LLC) in Romania, the following investment documents are generally required:
1. Articles of Incorporation: This document outlines the company’s name, registered office address, purpose, share capital, and other relevant details. It needs to be notarized and submitted to the Trade Register.
2. Proof of Identity: Founders and shareholders are required to provide their identification documents, such as passports or national identity cards.
3. Shareholders’ Resolution: A resolution signed by the shareholders authorizing the establishment of the company and designating the company’s legal representative(s) is typically required.
4. Legal Representative Appointment: The appointment of a legal representative, who can be a director or manager, needs to be documented. This includes their acceptance of the position and a copy of their identification document.
5. Bank Certificate: A certificate from a bank confirming that the share capital has been deposited into a bank account is usually required.
6. Power of Attorney: If someone is representing the shareholders or founders during the registration process, a power of attorney document granting them the authority to act on their behalf is necessary.
These are the general investment documents required for establishing a Foreign-funded LLC in Romania.
The specific requirements and documents may vary based on the individual circumstances and the country of origin of the investors.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Romania?
Are there different document authentication procedures for different countries?

The procedures for certifying documents related to the investment of a Foreign-funded Limited Liability Company (LLC) in Romania may vary depending on the country of origin of the documents.
The general process for document authentication in Romania includes the following steps:
1. Notarization: Many investment-related documents, such as the Articles of Incorporation, may need to be notarized by a qualified notary public in the home country of the investor. The notary will authenticate the document by affixing their seal or stamp.
2. Apostille or Consular Legalization: Depending on the country of origin, the notarized documents may require further authentication through an Apostille or consular legalization. The Apostille is used for countries that are party to the Hague Apostille Convention, while consular legalization is necessary for countries that are not part of the convention.
• Apostille: If the document requires an Apostille, it should be obtained from the competent authority designated by the home country government. This authority will attach an Apostille certificate to the document, verifying its authenticity.
• Consular Legalization: If the document needs consular legalization, it must be submitted to the embassy or consulate of Romania in the home country. The embassy or consulate will verify the document’s authenticity and attach a consular legalization certificate.
3. Translation: If the documents are not in Romanian, they will need to be translated into Romanian by a certified translator. The translation should be notarized or authenticated as well.

R-ro-llc-4 Romania – Bank Account Opening of Foreign Subsidiaries
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What is the sequence steps of set up a Foreign-funded Limited Liability Company in Romania with share capital paid in place and opening a bank account? Which one should come first?

The sequence of steps for setting up a Foreign-funded Limited Liability Company (LLC) in Romania with share capital paid in place and opening a bank account can vary slightly depending on the specific circumstances and preferences.
However, the general sequence is as follows:
1. Reserve the Company Name: Before initiating the registration process, it’s advisable to reserve the desired company name with the Trade Register in Romania. This step ensures that the chosen name is available for use.
2. Prepare and Notarize the Articles of Incorporation: Draft the Articles of Incorporation, which include key details such as the company’s name, registered office address, share capital amount, and distribution among shareholders. Notarize the document with a qualified notary public in Romania or the home country.
3. Deposit the Share Capital: Transfer the share capital amount into a bank account. This step requires opening a temporary bank account specifically for the purpose of depositing the share capital.
4. Obtain the Bank Certificate: Once the share capital has been deposited, request a bank certificate from the bank. The certificate confirms that the share capital has been paid in full and is available for the establishment of the company.
5. Register the Company with the Trade Register: Submit the notarized Articles of Incorporation, along with other required documents, to the Trade Register. This step involves the formal registration of the company as a legal entity in Romania.
6. Obtain the Registration Certificate: After the Trade Register approves the registration application, they will issue a registration certificate, officially recognizing the establishment of the Foreign-funded LLC.
7. Open a Permanent Bank Account: With the registration certificate in hand, proceed to open a permanent bank account for the company. Provide the necessary documents, such as the registration certificate, identification documents of directors, and proof of address.
The share capital payment and opening a bank account can occur simultaneously or in close succession.
Some entrepreneurs prefer to deposit share capital before registering the company, while others may register the company first and then proceed with the share capital deposit and bank account opening.

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Romania?

When opening a bank account with a Foreign-funded Limited Liability Company (LLC) in Romania, the usual KYC (Know Your Customer) regulations apply.
These regulations are in place to ensure compliance with anti-money laundering (AML) and counter-terrorism financing (CTF) measures.
The specific requirements may vary slightly among different banks, but generally, the following documents and information are typically requested:
1. Company Documents:
• Notarized copy of the Articles of Incorporation
• Registration Certificate from the Trade Register
• Tax identification number (CIF) or equivalent
2. Identification Documents:
• Valid identification documents (e.g., passports) of the company’s directors, shareholders, and authorized representatives
3. Proof of Address:
• Recent utility bills or bank statements that verify the address of the company’s registered office or principal place of business
4. Beneficial Ownership Information:
• Details and supporting documentation regarding the ultimate beneficial owners (UBOs) of the company, including their identities, ownership percentages, and source of funds
5. Business Activities and Source of Funds:
• Description of the company’s business activities, expected transactions, and the source of funds that will be used for the account
6. Additional Information:
• Depending on the bank’s policies, they may require additional documents or information such as business plans, financial statements, or information on the nature of the company’s transactions.
It’s important to note that specific KYC requirements can vary among different banks in Romania.

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Will the bank require a Romania local director when opening a bank account for a Romania wholly foreign-owned limited liability company (LLC)?

Typically, banks in Romania do not require a local director specifically for the purpose of opening a bank account for a wholly foreign-owned limited liability company (LLC).
The bank account can be opened by providing the necessary documentation and meeting the standard Know Your Customer (KYC) requirements.
However, it’s important to note that individual banks may have their own policies and requirements, and they may request additional information or documentation depending on their internal risk assessment processes.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Romania?

In some cases, banks in Romania may require the foreign legal representative to be physically present for a bank interview when opening a bank account for a Foreign-funded Limited Liability Company (LLC).
The purpose of the interview is to verify the identity and legitimacy of the legal representative, as well as to discuss the company’s business activities and financial requirements.
However, it’s important to note that the specific requirements and procedures may vary among different banks.
Some banks may allow remote interviews or alternative arrangements, such as video conferencing, while others may insist on a physical presence.

R-ro-llc-5 Romania – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Romania send expatriates to Romania as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes, a Foreign-funded Limited Liability Company in Romania can send expatriates to Romania to fulfill the Investor’s role or other positions within the company.
The expatriates will need to obtain the necessary work permits, visas, and residence permits to legally reside and work in Romania.
The specific application requirements, documents, and procedures for these permits are as follows:
1. Work Permit:
• Application form for the work permit
• Employment contract or assignment letter
• Proof of qualifications and experience
• Proof of payment for the work permit processing fee
• Health insurance coverage
• Company documents, such as the Articles of Incorporation, registration certificate, and tax registration
2. Visa:
• Completed visa application form
• Valid passport
• Passport-sized photos
• Letter of invitation from the Romanian company
• Proof of accommodation in Romania
• Proof of financial means to cover the stay in Romania
• Travel medical insurance
3. Residence Permit:
• Application form for the residence permit
• Valid passport
• Visa
• Proof of accommodation in Romania
• Proof of financial means to support the stay in Romania
• Criminal record certificate from the home country
• Health insurance coverage
• Proof of payment for the residence permit processing fee
It’s important to note that the specific requirements and procedures for work permits, visas, and residence permits may vary depending on the country of origin of the expatriate and any bilateral agreements between Romania and that country.

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Can a Foreign-funded Limited Liability Company in Romania send expatriates to Romania as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes, a Foreign-funded Limited Liability Company (LLC) in Romania can send expatriates to Romania to work as employees.
The application requirements, documents, and procedures for work permits, visas, and residence permits may vary depending on the specific circumstances and the expatriate’s country of origin.
However, the general process and documentation required are as follows:
1. Work Permit:
• Application form for the work permit
• Employment contract or assignment letter
• Proof of qualifications and experience
• Proof of payment for the work permit processing fee
• Health insurance coverage
• Company documents, such as the Articles of Incorporation, registration certificate, and tax registration
2. Visa:
• Completed visa application form
• Valid passport
• Passport-sized photos
• Letter of invitation from the Romanian employer
• Proof of accommodation in Romania
• Proof of financial means to cover the stay in Romania
• Travel medical insurance
3. Residence Permit:
• Application form for the residence permit
• Valid passport
• Visa
• Proof of accommodation in Romania
• Proof of financial means to support the stay in Romania
• Criminal record certificate from the home country
• Health insurance coverage
• Proof of payment for the residence permit processing fee
It’s important to note that the specific requirements and procedures for work permits, visas, and residence permits may vary depending on the expatriate’s country of origin and any bilateral agreements between Romania and that country.
Some countries may have additional requirements or streamlined processes for certain types of work permits or visas.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Romania when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

When applying for work permit, visa, and residence permit for a Foreign-funded Limited Liability Company (LLC) in Romania, the evaluation factors and requirements can include:
1. Job Offer and Employment Contract:
• The company must provide a valid job offer and employment contract to the foreign employee, specifying the position, duties, and duration of employment.
2. Qualifications and Experience:
• The foreign employee should have the necessary qualifications, skills, and experience required for the job position.
3. Workforce Demand:
• The employment of foreign workers should be justified by the lack of available qualified local workforce to fill the position.
4. Investment Capital and Turnover:
• Some types of work permits may have requirements related to the company’s investment capital and annual turnover. Higher investment capital and turnover can have a positive impact on the evaluation of work permit applications.
5. Salary and Benefits:
• The salary offered to the foreign employee should be in line with the market standards and should not undercut the wages of local employees.
6. Compliance with Labor Laws and Regulations:
• The company should demonstrate compliance with Romanian labor laws and regulations, including providing adequate working conditions, social security contributions, and employee benefits.
7. Security and Public Order:
• The foreign employee should not pose a threat to the security and public order of Romania.
It’s important to note that the specific evaluation factors and requirements may vary depending on the type of work permit, visa, and residence permit being applied for, as well as the foreign employee’s country of origin.
Some countries may have additional requirements or specific agreements with Romania that can influence the evaluation process.
Additionally, the relationship between salary, capital, and turnover of the Foreign-funded LLC and the work permit, visa, and residence permit applications may vary depending on the specific circumstances and the type of permit being applied for.
Higher salaries, sufficient capital investment, and a strong financial performance can have a positive impact on the evaluation of the applications.

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Romania- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Romania.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Romania?

During the registration of a Foreign-funded Limited Liability Company (LLC) in Romania, there are regulations regarding the registered address and the future operating address of the company.
Here are some key points to consider:
1. Registered Address:
• The registered address is the official address of the company and is used for legal and administrative purposes.
• The registered address must be a physical address located in Romania.
• It is required to provide proof of the legal right to use the registered address, such as a lease agreement or property ownership documents.
• The registered address will be listed in the company’s Articles of Incorporation and other official documents.
2. Operating Address:
• The operating address refers to the physical location where the company conducts its day-to-day business activities.
• The operating address can be the same as the registered address or a different location within Romania.
• The operating address does not have specific regulatory requirements during the company registration process.
• It is common for companies to have a separate office or commercial space as their operating address.
It’s important to note that the registered address and operating address can be the same or different, depending on the company’s specific circumstances and business needs.
However, both addresses must be located within the jurisdiction of Romania.
When choosing the registered address and operating address, it is advisable to consider factors such as accessibility, proximity to suppliers or customers, and suitability for the nature of the business operations.

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What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Romania?

In Romania, there are specific regulations and requirements regarding the registered office address for a permitted industry of a Limited Liability Company (LLC).
Here are some key points to consider:
1. Physical Presence: The registered office address must be a physical address and not a P.O. Box or virtual office. It should be a location where the company can conduct its business activities.
2. Validity and Accessibility: The registered office address must be valid and accessible during regular business hours. It should be a place where the company can receive official correspondence and communication.
3. Proof of Right to Use: The company must provide proof of its legal right to use the registered office address. This can include a lease agreement, title deed, or other relevant documentation.
4. Compliance with Zoning and Planning Regulations: The registered office address must comply with local zoning and planning regulations. It should be situated in an area where the intended business activities are permitted.
5. Official Registration: The registered office address will be officially registered with the relevant authorities during the company registration process. It will be listed in the company’s Articles of Incorporation and other official documents.
It’s important to note that these regulations and requirements apply to the registered office address in general, regardless of the specific industry in which the LLC operates.
However, some industries may have additional sector-specific regulations or requirements that need to be fulfilled.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Romania.
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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Romania?
Is there any requirement for minimum funds to be in place within a certain period?

Yes, there are regulations regarding the authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company (LLC) in Romania.
Here are some key points to consider:
1. Authorized Share Capital: The authorized share capital represents the maximum amount of capital that the company is authorized to issue. It is stated in the company’s Articles of Incorporation and can be adjusted through shareholder resolutions.
2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that is subscribed to and recorded in the Trade Register. It represents the value of the shares owned by the shareholders and is used to determine the ownership and voting rights of the shareholders.
3. Paid-up Share Capital: The paid-up share capital is the portion of the registered share capital that has been fully paid by the shareholders. It represents the actual funds contributed by the shareholders to the company.
There is no specific requirement for a minimum share capital amount in Romanian law for LLCs.
However, it is common for companies to have a minimum share capital amount, which can vary depending on the specific industry or business activities.
The minimum share capital requirement, if any, can be stated in the company’s Articles of Incorporation or may be regulated by specific industry laws or regulations.
Regarding the funds being in place within a certain period, there is no specific requirement for a minimum time frame for the funds to be in place after incorporation.
However, it is important for the company to have sufficient funds to meet its operational and financial obligations.

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What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Romania?

In Romania, the government fees for registering a Foreign-funded Limited Liability Company (LLC) are not directly related to the authorized share capital, registered share capital, or paid-up share capital of the company.
Government fees are typically fixed amounts set by the relevant authorities for processing the company registration and related documents.
The government fees for registering an LLC in Romania may vary based on factors such as the type of company, the scope of business activities, and the complexity of the registration process.
These fees are generally determined by the applicable laws, regulations, and fee schedules in Romania.
The authorized share capital, registered share capital, and paid-up share capital, on the other hand, are internal company considerations and may impact the ownership structure, shareholder rights, and financial aspects of the company.
These capital amounts are determined by the company and its shareholders based on their business plans, financial resources, and legal requirements.
It’s important to note that while government fees are not directly linked to the capital structure of the company, the registered share capital does play a role in determining certain administrative costs, such as annual fees and taxes, that the company may be subject to after registration.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in Romania
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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Romania?

To apply with the relevant legal entities for a foreign-funded Limited Liability Company (LLC) in Romania, the following company certificate numbers may be required:
1. Trade Register Certificate: This is the certificate issued by the Trade Register upon the registration of the LLC. It contains the unique registration number (Număr de Identificare) assigned to the company. This number is often referred to as the Trade Register Number.
2. Tax Identification Number (CIF): The Tax Identification Number is a unique identification number assigned to the company for tax purposes. It is issued by the tax authorities in Romania. This number is also known as the CIF (Cod de Identificare Fiscal).
These two certificate numbers, the Trade Register Number and the Tax Identification Number, are typically required when dealing with relevant legal entities, government agencies, and financial institutions in Romania.
They serve as identification numbers for the company and are used for various official purposes, such as tax filings, financial reporting, and conducting business transactions.

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What are the certificate application for the Foreign-funded Limited Liability Company in Romania as a tax entity?

When establishing a Foreign-funded Limited Liability Company (LLC) in Romania as a tax entity, there are several certificates that may be applicable.
Here are some common certificate applications for tax-related purposes:
1. Tax Registration Certificate: This certificate is obtained from the tax authorities in Romania upon the company’s registration for tax purposes. It confirms that the company is registered as a taxpayer and provides the Tax Identification Number (CIF).
2. Value Added Tax (VAT) Registration Certificate: If the LLC is engaged in activities subject to Value Added Tax, it may need to apply for a VAT Registration Certificate. This certificate allows the company to charge and collect VAT on its goods or services, as well as claim input VAT deductions.
3. Social Security Registration: The company may need to register with the relevant social security authorities in Romania. This registration ensures compliance with social security contributions and allows employees to receive social security benefits.
4. Certificate of Fiscal Domicile: This certificate confirms the fiscal domicile of the company, providing evidence of its registered address for tax purposes.
5. Tax Residency Certificate: In certain cases, such as claiming tax treaty benefits or proving tax residency in Romania, the company may need to obtain a Tax Residency Certificate. This certificate establishes the company’s tax residency status.
The specific certificate applications and requirements may vary depending on the company’s activities, tax obligations, and the relevant tax regulations in Romania.

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What are the certificate application for Foreign-funded Limited Liability Company in Romania in relation to withholding tax on salary and employee benefits?

When it comes to withholding tax on salary and employee benefits for a Foreign-funded Limited Liability Company (LLC) in Romania, the following certificate applications may be relevant:
1. Tax Registration Certificate: This certificate is obtained from the tax authorities upon the company’s registration for tax purposes. It confirms that the LLC is registered as an employer and has the necessary tax identification for withholding taxes on salary and employee benefits.
2. Tax Residency Certificate: In some cases, such as when an employee is eligible for tax treaty benefits, a Tax Residency Certificate may be required. This certificate confirms the tax residency status of the employee and helps determine the applicable withholding tax rates.
3. Employee Income Declaration Forms: The company will need to provide employee income declaration forms, which include details of the employee’s income and benefits subject to withholding tax. These forms are used to calculate the correct amount of tax to be withheld.
4. Monthly/Quarterly Withholding Tax Returns: The LLC is required to file monthly or quarterly withholding tax returns with the tax authorities. These returns provide information on the taxes withheld from employee salaries and benefits.
5. Social Security Contributions: The company needs to comply with social security contribution requirements by deducting and remitting the employee’s share of social security contributions. This involves registering with the relevant social security authorities and submitting regular contribution reports.

R-ro-llc-8-40
What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Romania?

Apart from the previously mentioned certificate numbers and applications, there are several other independent certificate numbers, applications, or declarations related to the government’s jurisdiction that may be relevant for a Foreign-funded Limited Liability Company (LLC) in Romania. These include:
1. Environmental Permits: Depending on the nature of the LLC’s activities and their potential impact on the environment, certain environmental permits or declarations may be required. These could include permits related to air emissions, water discharge, waste management, or environmental impact assessments.
2. Health and Safety Certifications: If the LLC operates in industries or sectors that involve potential health and safety risks, it may need to obtain relevant certifications or declarations related to occupational health and safety standards. This ensures compliance with local regulations and the protection of employees’ health and safety.
3. Trade Licenses: Certain industries or types of businesses in Romania may require specific trade licenses or authorizations. These licenses are issued by the relevant authorities and serve as permits to conduct specific activities or trades.
4. Customs Declarations: If the LLC engages in import or export activities, it will be required to comply with customs regulations. This involves submitting customs declarations and obtaining relevant customs identification numbers or certificates.
5. Annual Financial Statements: Every LLC in Romania is required to prepare and submit annual financial statements to the relevant authorities. These statements provide information on the company’s financial performance, assets, liabilities, and equity.

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To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Romania need to apply for?
National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

For a Foreign-funded Limited Liability Company (LLC) in Romania, the relevant certificate numbers to apply for are as follows:
1. National (federal) company certificate number: This refers to the Trade Register Certificate, which confirms the registration of the LLC at the national level.
2. National (federal) tax certificate number: This is the Tax Identification Number (CIF), issued by the national tax authorities, which identifies the LLC for tax purposes.
3. National value-added tax certificate number: If the LLC is registered for Value Added Tax (VAT), it will have a national VAT registration number.
4. Social insurance card number: This is the number assigned to the LLC for social insurance purposes, indicating compliance with social security contributions.
5. Medical insurance card number: If the LLC provides medical insurance benefits to employees, it may have a medical insurance card number associated with it.
6. Pension certificate number: This number relates to the pension scheme or contributions made by the LLC for its employees.
7. Other funds such as housing fund certificate number, labor union certificate number: Depending on the specific requirements or obligations related to housing funds or labor unions, the LLC may have corresponding certificate numbers.

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Incorporation procedures of Romania-Foreign-funded Limited Liability Company and key matters
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What are the procedures of setting up a Foreign-funded Limited Liability Company in Romania? Documents required? Competent Government unit? Websites?

The procedures for setting up a Foreign-funded Limited Liability Company (LLC) in Romania typically involve the following steps:
1. Reserve a company name: Submit a name reservation request to the Trade Registry Office to ensure the availability and uniqueness of the company name.
2. Prepare the company’s articles of association: Draft the articles of association, which outline the company’s name, registered office, share capital, management structure, and other key details.
3. Notarize the articles of association: Notarize the articles of association before a public notary in Romania to authenticate the document.
4. Open a bank account: Deposit the required share capital amount into a temporary bank account opened in the name of the future LLC.
5. Obtain a tax identification number (CIF): Apply for a tax identification number from the National Agency for Fiscal Administration (ANAF) to identify the company for tax purposes.
6. Register with the Trade Registry: Submit the necessary documents, including the articles of association, identification documents, and proof of share capital deposit, to the local Trade Registry Office for registration.
7. Pay registration fees: Pay the applicable registration fees to the Trade Registry Office.
8. Obtain registration certificates: Once the registration process is complete, the Trade Registry Office will issue the Registration Certificate and the Unique Registration Code (CUI) for the LLC.
9. Publish the registration in the Official Gazette: Publish a notice regarding the company’s registration in the Official Gazette, which is the official journal in Romania.
10. Register for tax purposes: Register the LLC with the relevant tax authorities for VAT and other tax-related obligations.

The required documents for setting up a Foreign-funded LLC in Romania typically include:
1. Application form for company registration.
2. Articles of association.
3. Proof of share capital deposit.
4. Identification documents of the company’s founders and representatives.
5. Notarized power of attorney, if applicable.
The competent government unit responsible for the registration of LLCs is the Trade Registry Office (Oficiul Registrului Comertului) located in each county.
The website of the National Trade Register Office (Oficiul National al Registrului Comertului) provides information and resources related to the registration process: http://www.onrc.ro/

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in Romania?

When deciding to set up a foreign-funded limited liability company (LLC) in Romania, there are several key considerations to keep in mind:
1. Market Potential: Assess the market potential in Romania, including factors such as economic stability, consumer demand, competitive landscape, and growth opportunities in the industry relevant to your business.
2. Legal and Regulatory Framework: Understand the legal and regulatory framework in Romania, including company registration requirements, taxation policies, employment laws, and industry-specific regulations.
3. Business Plan: Develop a comprehensive business plan that outlines your company’s objectives, target market, marketing strategy, operational plan, and financial projections. This will help assess the feasibility and viability of your venture.
4. Capital Requirements: Evaluate the capital requirements for setting up and operating an LLC in Romania, including the minimum share capital requirements, initial investment costs, and ongoing financial obligations.
5. Taxation and Incentives: Consider the tax regime in Romania, including corporate tax rates, VAT regulations, and any available tax incentives or exemptions for foreign investors.
6. Local Infrastructure and Resources: Assess the availability and quality of infrastructure, skilled labor, suppliers, and distribution networks in Romania that are essential for your business operations.
7. Legal and Administrative Support: Seek professional advice and support from local lawyers, accountants, and consultants who are familiar with Romanian business laws, regulations, and administrative procedures.
8. Risk Assessment: Conduct a thorough risk assessment, considering factors such as political stability, economic risks, legal challenges, and potential cultural and language barriers.
9. Cultural and Market Fit: Understand the local business culture, consumer preferences, and market dynamics to ensure your products or services align with the needs and preferences of the Romanian market.
10. Exit Strategy: Plan an exit strategy or long-term growth strategy for your business in Romania, considering factors such as market expansion, acquisition opportunities, or potential partnerships.

Contact Us

Bucharest Evershine BPO Service Limited Corp.
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The Engaging Manager from Headquarter
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skype: burlinna

or
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Dale Chen, Principal Partner/CPA in Taiwan+China+UK will be accountable for your case.
linkedin address:Dale Chen

Additional Information

Evershine CPAs Firm Headquarters
6th Floor 378 Chang Chun Rd., Taipei City, Taiwan ROC
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Tel No.: +886-2-27170515 ext. 105
Mobile: +886-939357000
Email: kerrychen@evershinecpa.com
Skype: oklahomekerry

Evershine has 100% affiliates in the following cities:
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Evershine CPAs Firm is a LEA member headquartered in Chicago, USA, it has 600 member offices worldwide and employs approximately 28,000 people.
Besides, Evershine is Taiwan local Partner of ADP Streamline ®.
(version: 2022/03)

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