Student: Boțoghină Matei

Group: 421G

How to start an enterprise in Romania

A Romanian Individual Enterprise (“Intreprindere individuala”) is a business entity without legal personality,
established by a single natural person.
There are a series of conditions for the creation of this type of Romanian business, respectively: the person
requesting the registration is over 18 years of age, he/she does not have a fiscal record, he/she have a professional
domicile, he/she fulfills the conditions in areas such as sanitary, veterinary, protection of the environment and of labor
law.
The request to register a Romanian Individual Enterprise is filed with the Trade Register of the respective
county. The Individual Enterprise is able to hire other persons through an Individual Labor Agreement, registered with
the Territorial Labor Inspectorate and can collaborate with PFA Enterprises, with other individual enterprises or other
legal entities. Also the natural person owning an Individual Enterprise can also be an employee of a third party
activating in the same or any other field of activity.
There are a series of differences between the Romanian Individual Enterprise and the PFA (Persoana Fizica
Autorizata), respectively:
- the PFAcannot hire employees;
- the PFAcannot be considered an employee of a third party, even if the collaboration is exclusive;
- the person owning the Individual Enterprise in Romania is considered a business entity since the date he/she
is registered with the Trade Register, however this entity does not have legal personality in the sense of the Romanian
law;
- The person owning an Individual Enterprise can also be employed by a third party;
- The Individual Enterprise is able to hire employees.
In order to fully understand the difference between a Romanian Individual enterprise, a PFA and a Romanian
SRL with one shareholder (Limited Liability Company) please read our articles regarding to the creation and
functioning of the PFAas well as the SRL.
In order to become an officially recognized business entity in Romania, you must
register at the Trade Registry. The registration process is can be a fairly difficult one for
foreign citizens / entities interested in opening a SRL in Romania. Even for Romanians this is
not a walk in the park. Therefore, it is probably better to hire a lawyer for this. There are
specialized lawyers’ offices in how to start a business in Romania and the fees are affordable.
Here are the most important aspects you need to have in mind for the registration procedure:

1. Choosing the name of your company:

First of all, you need to know that, in order to book a spot at the Trade Registry, you have
to choose 3 different names for your entity. That is to avoid the possibility that the sole
chosen name is not available. Of course, the order of names should start with the most desired
one.
 2. Company headquarters:

The activity of the future company has to be declared as taking place in a certain location.
This location can be a bought, inherited or rented property, or one at the disposal of the new-
born company via a contract.
If it’s an apartment, then the agreement of all the 4 neighbours (from above, underneath
and left and right on the same floor) regarding the activity of the firm is mandatory.
If none of the options above works out, there is still a solution. Keep in mind that lawyers’
offices are allowed to host companies’ headquarters for one year.

3. Domain of activity
The main document of the company will contain the articles of incorporation, where all
the company information will be mentioned, such as: name, headquarters, name(s) of
founders / shareholders, domain(s) of activity, financial conditions, timeframe of the entity
etc.
It is highly recommended to choose several domains of activity, even if in the beginning
you will not be sure to activate in all of them. This strategy will allow you to avoid having to
register such future modifications, as well as the underlying expenses. Declaring a larger
spectrum of activities from the get-go might save you time and money down the road. One
doesn’t necessarily know all these small details when thinking about how to start a business
here.
Just so you know, each business activity domain is represented by a 4 digits code, the so
called CAEN code (the code of national economic activities).

4. Payment of the subscribed capital

The minimum capital to be subscribed is of 200 RON (about 45 €). The capital is divided
into social parts to the shareholders.
A SRL can have one or more shareholders. In case it’s a company with a sole shareholder,
he/she should declare they don’t have this quality in another company.
After the file with all the documents is submitted, it will not take more than 3 days to get the
registration code of the company.

There are several types of enterprises, as follows:

General Partnership (Societate in nume colectiv | S.N.C.)

 There is no minimum capital required.
 A General Partnership must have 2 or more shareholders.
 The shareholders have unlimited and joint liability for social contributions.

Limited Partnership (Societate in comandita simpla | S.C.S.)

 The required minimum capital is EUR 45.
 The Limited Partnership must have at least one limited partner and at least one general
partner.
 The limited partners have no management authority and they are not responsible for
the debts of the partnership. They respond in the limit of the subscribed shares.
 The general partners have management control and they have joint and several
liabilities.
Limited Liability Company (Societate cu raspundere limitata | S.R.L.)
 The required minimum capital is EUR 45.
 A Limited Liability Company in Romania may have between 1 and 50 shareholders.
The shareholders respond in the limit of the contribution to the share capital.
 Law 31/1990 establishes limits regarding the fact that a natural person or a legal
person can be sole shareholder only in one Limited Liability Company.
 Limited Liability Companies are also forbidden to have as sole shareholder, another
Limited Liability Company with sole shareholder.

Joint Stock Company (Societate pe actiuni | S.A.)

 The minimum capital cannot be less than EUR 20,000.
 The Joint Stock Company must have 2 or more shareholders.
 The stockholders respond in the limit of the subscribed shares.

Company Limited by Shares (Societate in comandita pe actiuni | S.C.A.)

 In order to establish a Company Limited by Shares, a minimum capital of no less than
EUR 20,000 is required, as well as a minimum of 2 shareholders.
 The limited partners have no management authority and they are not responsible for
the debts of the partnership. They respond in the limit of the subscribed shares.
 The general partners have management control and they have joint and several
liabilities.
Branch (Sucursala)
 There is no minimum capital or shareholders required for establishing a Branch in
Romania.
 The Mother Company is liable for its branch.

Sole Entrepreneur (Persoana fizica autorizata)

 There is no minimum capital required for registering as a Sole Entrepreneur.
 The Sole Entrepreneur is also the sole responsible.
If a student from E.T.T.I. would like to start an enterprise, its object of economic activity would be in the area of
information and comunications. We would have a buisness in the software or hardware development,
telecomunications industry, automotive industry, and pretty much any area that makes use of electronic components.