Romania

The state in the south-eastern Europe. A member of the UN, NATO and the EU.

Capital

Bucharest

Official language

Romanian

Government

Democratic Republic

Currency

Leu (RON)

1 EUR is approximately equal to 4,35 RON

Economy

Since 1990 Romania has a free market economy but with a permanent government control in the industrial sector. The main items of Romanian exports are textiles, engineering goods and iron and steel industry. Tourism is developing. Since 2000 there has been a continuing steady economic recovery due to export growth.

Corporate law

The Companies Act 31, 1990 as amended 2006

Type of companies

  • Limited Liability Company (SRL)
  • Joint stock companies (SA)
  • Limited Partnership (SCS)
  • Partnership limited by shares (SCA)

Limited Liability Company (SRL)

  • For SRL an authorized capital is 200 RON (about 55 EUR). Capital must be paid in cash prior to the establishment of the company. Capital is divided into equal parts, each of which can not be less than 10 RON. In addition, each share gives its holder the right to one vote.
  • All names must have an abbreviation indicating the form of ownership or structure. The name can be in any language using the Latin alphabet.
  • The company must indicate in the founding documents its specific activities in accordance with the classification codes of Romania (CAEN codes).
  • SRL can be founded by one shareholder, natural or legal person, the maximum number of shareholders is 50. If there are over 15 shareholders, the company is required to establish an entity's internal control over shareholders' interests.
  • Directors of SRL may be individuals, residents and nonresidents of Romania.

Joint stock companies (SA)

  • Minimum authorized capital fir SA is 90,000 RON (25,000 EUR).
  • Minimum two shareholders are required. Shareholders may be individuals or legal entities.
  • Directors of SA may also be legal entities, residents and nonresidents of Romania.
  • The Secretary is not required.
  • Annual meeting of shareholders is needed. Place and time can be chosen by the shareholders, not necessarily in Romania.
  • The company must maintain its financial statements just after establishment.
  • Each company must maintain current accounting which reflects its financial activities. Records shall be kept by the legal address and must be available for FSAs. SA must appoint an auditor.

Information available on request of third parties

Names and addresses of the founders, directors and shareholders, the number of subscribed shares, the value of paid-up share capital, legal address, purpose and permitted uses of the company.

Taxation

Income tax is 16% (as of the end of 2011), but under certain conditions (less than 9 employees, turnover of less than 100 000 EUR) rate for SRL can be reduced to 3%. Preferential tax treatment applies only to companies that manufacture goods, provide services or trade. Non-resident companies are charged tax at source on dividend payments . VAT in Romania is 19%. The zero rate of VAT applies to exports and services related to real estate, financial and insurance services and services related to education and health.

Agreements on avoidance of double taxation

Austria, Azerbaijan, Albania, Algeria, Armenia, Bangladesh, Belarus, Belgium, Bulgaria, Bosnia and Herzegovina, Great Britain, Hungary, Vietnam, Germany, Greece, Georgia, Denmark, Egypt, Zimbabwe, Israel, India, Indonesia, Ireland, Spain, Italy, Kazakhstan, Canada, China, Cyprus, Kuwait, Latvia, Lebanon, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Morocco, Mexico, Moldova, Namibia, Netherlands, Nigeria, Norway, United Arab Emirates, Pakistan, Poland, Portugal, Russia, North Korea, Singapore, Syria, Slovakia, Slovenia, USA, Thailand, Tunisia, Turkey, Ukraine, Uzbekistan, Philippines, Finland, France, Croatia, Montenegro, Czech Republic, Switzerland, Sweden, Sri Lanka, Ecuador, South Africa South Korea and Japan.