A limited liability company (SRL) is the most common type of company in Romania, and it is a legal entity with a separate legal personality from its owners.
Here are some details about SRLs in Romania:
Ownership and Liability
An SRL can be owned by one or more individuals or legal entities, and the liability of the shareholders is limited to the amount of their capital contribution.
This means that the shareholders are not personally liable for the company’s debts and obligations.
Share capital
The minimum share capital required to form an SRL in Romania is 200 RON, and it can be contributed in cash or in-kind.
The share capital must be deposited in a special bank account and can be used only for the company’s business purposes.
Management
The management of an SRL is carried out by one or more administrators appointed by the shareholders.
The administrators can be individuals or legal entities, and they are responsible for the day-to-day management of the company.
Governance
An SRL is governed by its articles of association, which must be drafted and registered with the Trade Register.
The articles of association must include information about the company’s name, registered office, share capital, shareholders, administrators, and the scope of the business.
Financial reporting
An SRL is required to prepare and file annual financial statements with the Trade Register, which include a balance sheet, income statement, cash flow statement, and notes to the financial statements.
The financial statements must be audited by a licensed public accountant or accounting firm if the company meets certain criteria.
Taxation
An SRL is subject to corporate income tax at a standard rate of 16% on its profits or 1% on revenue..
The shareholders are also subject to income tax on any dividends received from the company.
Registration and fees
To register an SRL in Romania, the company must be registered with the Trade Register (ONRC), and the registration process can takes 2-3 days.
There are also various fees associated with forming and registering an SRL, including notary fees, registration fees, and stamp duty fees.
In conclusion, an SRL in Romania offers several advantages, including limited liability for the shareholders and a straightforward registration process.
It is important to carefully consider the requirements and obligations associated with forming and running an SRL and seek professional advice before making a decision.