by Ruxandra Vişoiu – Senior lawyer and
by Remus Popovici – Legal adviser
Romania is a country that offers numerous business opportunities in all fields of practice and taxation levels are low compared to most European states!
With a corporate tax of just 1% on company income, who wouldn’t want to grow a business here? Not to mention all the benefits of doing business in a European Union state, such as free movement of goods, services, persons and capital.
That’s why Romania is currently the best option for opening a branch of your international business, as many corporations have already done, especially within the last few years, or even an entirely new company, in the form of a start-up and even an individual business, if you prefer going solo.
- What type of company can I choose?
The main types of companies are as follows:
- Joint-stock company/corporation (in Ro: societate pe acțiuni, SA): this is the most “serious” type of company, chosen mainly by entrepreneurs who want to be listed on the capital market at some point.
However, the SA has its downsides: a joint-stock company must have two or more shareholders (sole ownership is not an option) and the minimum investment is RON 90.000 (approx. EUR 19.000).
- Limited liability company (in Ro: societate cu răspundere limitată, SRL): it is often referred to as microenterprise (in Ro: microîntreprindere), a title which is somewhat misleading, as it has nothing to do with how big the company is, but rather with the way its taxes are collected. The minimum investment for a SRL is just 200 lei (approx. EUR 44).
In this case, sole ownership is a viable option, compared to the SA. But compared to a registered sole trader (PFA), which we will discuss next, having a SRL is more difficult. For keeping company records and accessing company profits, you will require the assistance of a certified accountant.
- Registered sole trader (in Ro: Persoană fizică autorizată, PFA): if you are a freelancer, who needs to access company money at all times and spend it also in personal purposes, even at the risk of higher taxes, a PFA is the best choice for you.
The downside is that you cannot have company associates and the taxes can go as high as one third of your profits. But you can develop project-based collaborations or even have employees of your own, if your business develops well. That’s why a PFA is the best option for web developers, graphic designers and freelancers, in general.
Compared to a Limited Liability Company, where company revenue can only be accessed at the end of the year by dividends, if you are a Registered Sole Trader you practically identify with your company. So you can have a sole bank account for you and your PFA, spend the money you earn as soon as you get it, without paying dividends to yourself and you can generally have a more flexible approach to business.
- How do I set up a company?
The process of setting up a company involves submitting a complete company incorporation file with the Trade Registry, which contains a series of documents in Romanian (applications, notary statements, bank excerpt etc.). Our advice is to get professional help in this respect, given that the Romanian authorities’ representatives usually do not speak English and do not offer assistance in the process. The file can either be submitted personally at the Trade Registry or online, by authorized persons.
We at R&R Partners offer the latter option, which is faster and less expensive. The entire process takes just a few days in total and our lawyers can easily keep track of the file online, so that the process goes as smoothly as possible.
Whatever road you take, we wish you the best of luck with your entrepreneurship plans! And remember – If you don’t build your dream, someone else will hire you to help them build theirs ☺
R&R Partners Bucharest | www.rrpb.ro | firstname.lastname@example.org