Evidence of verification of company name availability and reservation thereof
Agency: Commercial Registry of the Trade Register Office
According to the Methodological Norms on keeping the trade register, making reservations and release of information:
- The reservation of a company name is requested at the trade register office by application and is checked and made at national level so that company names are protected at national level as well.
- A company name shall not include words like: ”științific”, ”academie”, ”academic”, ”universitate”, ”universitar”, ”școală”, ”școlar” or their derivatives.
- A company name including words like ”național”, ”român”, ”institut” or their derivatives or words or phrases characteristic of the central or local public institutions or authorities may be used only with the approval of the General Secretariat of the Government or the Prefect. Such certificate is valid for a period of 3 months. Foreign translation of the words listed above (e.g. “National”, “Institute”, “National”) can be used without approval; however, the General Secretariat of the Government needs to be notified and will issue a confirmation that approval is not necessary in 7 to 10 days.
While the application can be done online at https://portal.onrc.ro, the approval documents must be obtained in a physical form from the Trade Registry, or sent by post directly to the applicant. Name reservation can also be obtained via e-mail and an electronically signed version may be used within the file to be submitted online for the incorporation of the relevant company. Nevertheless, the clerk designated to handle the incorporation might request that the document in physical form be first picked up from/delivered by the Trade Registry.
Time and cost: 1 day, no charge
Deposit funds in a bank and obtain a document confirming bank deposit of sufficient funds
Agency: Bank
The company’s administrator or an authorized person must deliver certified copies of:
- The name availability certificate,
- Articles of Incorporation,
- Proof of the registered offices,
- The statement of the legal representative(s) and founder(s), and
- The power of attorney (if applicable).
Some banks, depending on their policy, may request originals of the documents mentioned above. Additionally, according to the specific internal rules of each bank, the bank may request a corporate excerpt evidencing the shareholder, headquarters and director(s) of the new company’s shareholder, as well as other documents attesting the beneficiary. After the documents are being reviewed by a bank’s representative, the deposit is granted and the administrator/authorized person will receive a document confirming the deposit of sufficient funds.
The bank may charge the solicitant a commission, which may range from zero to 0.5% of the capital, in accordance to the internal regulations of each bank.
The share capital payments will be made within a share capital account. No payments can be made from the share capital account, thus, upon completion of the incorporation formalities, an operational account will need to be opened; alternatively, the share capital account can be converted into an operational bank account.
Time and cost: 1 day, no charge
Company registration at the Commercial Registry
Agency: Commercial Registry of the Trade Register Office
In order to register at the Commercial Registry, the founders of the company shall have to prepare the articles of incorporation. Within 15 days from the establishment of the articles of incorporation, the founders or their mandates shall be under the obligation to register the company at the trade register in the area of the company’s registered office. The articles of incorporation shall include, inter alia, the amount of the capital, which shall be fully subscribed by the founders.
The trade register office also obtains electronically the fiscal record certificates. Registration at the trade register office is finalized by issuance of the certificate of incorporation ensures the following:
- Company incorporation;
- Fiscal registration (for profit, wages, health, pensions, unemployment taxes) by obtaining the unique registration code from the Ministry of Public Finance;
- Authorization, based on statements of own responsibility, in the field of food safety and sanitary-veterinary protection, environment protection and labor protection;
- Publication in the Official Gazette of Romania as legal publicity (publication fee in amount of RON122 per page applies).
Registration for VAT purposes is made at the Fiscal Administration Authority directly.
Based on Government Emergency Ordinance no. 116/2009 instituting certain measures regarding the activity of registration in the trade register, in order to simplify the registration procedures, the final approval for incorporation is no longer given by a delegated judge, but by the director or the appointed person of the territorial trade register office in the county where the company is incorporated, Bucharest in our case study.
Time and cost: 3 days, RON 122
Register for VAT
Agency: National Agency of Tax Administration
If a company’s turnover exceeds the threshold of RON 300,000 it is mandatory to request the VAT registration. In this respect, the company must submit Form 010 along with a copy of the trial balance for the month in which the exemption threshold was exceeded. If a company requests the VAT registration at the moment of incorporation, then it submits Form 098 “Application for VAT registration purposes”.
Starting with February 1, 2019, the procedure for voluntary VAT registration has been amended. Starting with the day following the registration of a company, the VAT registration procedure can be initiated. The first step implies the company’s representative filling in an affidavit with the details ascertaining that the company meets the relevant criteria for VAT registration. The affidavit is filled in by using a software available on the National Agency for Tax Administration’s website, the same being generated in PDF format, which the representative must sign with a valid certified electronic signature. In the end, the electronically signed affidavit is sent to the National Agency for Tax Administration online, along with a separate hand signed version of the affidavit, which is scanned, archived in zip format and attached to the electronically signed version. After completing this procedure, the company’s representative or proxy must submit the 010 form, along with the proof of submitting the aforementioned affidavit, in person, before the competent Tax authority. The VAT certificate is then issued within 1 day of such submission. Following the issue of the VAT certificate, the Tax authority will then verify, within a 15 days timeframe, whether the company actually meets the relevant criteria for VAT registration, as declared under the affidavit. If concluded that such criteria is met, the issued VAT certificate remains valid. On the other hand, if concluded that the company does not actually meet the relevant criteria, the Antifraud directorate of the Tax authority will begin an inspection at the company’s headquarters in order to determine the relevant issues. If a company’s turnover exceeds the threshold of RON 300,000, it is mandatory to request the VAT registration, within 10 days from the end of the month during which the relevant threshold has been exceeded.
Starting from October 1, 2017, taxable persons who request the registration for VAT are subject to a risk assessment procedure. The criteria for assessing the fiscal risk are set out in the Order of the Minister of Public Finance no.2856/2017. The new criteria are divided into 15 components, including:
- The head office of the company;
- Information regarding associates and administrators, particularly with regards to their involvement in companies under insolvency or bankruptcy, tax inactivity, temporary inactivity at RECOM (Trade Register online service), or with cases of rejection or cancellation of VAT registration;
- Information regarding outstanding tax liabilities, contraventions, offenses, income, tax residence both for the company and its associates and administrators;
- Information regarding the bank account, business activity, accounting services and the number of employees at company level.
Each set of criteria is assigned a corresponding negative score, and the summation of these scores is subtracted from initial 100 points that taxpayers is deemed to have. Companies with scores of less than 51 points are considered to have a high fiscal risk. The accelerated voluntary VAT registration procedure is available for already incorporated company that do not fall into the high-risk fiscal category.
Time and cost: 15 days, no charge
Acquisition of the company’s Unique Registry for Controls
Agency: National Agency of Tax Administration (local office)
According to the law, all legal entities registered in the Trade Registry have the obligation to purchase such a Registry for each of their seats (primary or secondary seats). The Registry must be purchased within 30 days after the company is registered at the Trade Registry. If not, the company may be subject to penalties. The registry can be purchased the same day with no previous application requested, from the local offices of the Tax Administration. The company tax registration certificate is needed for the acquisition of the Registry and a copy of the lease for the space in which it operates. In addition, in order to purchase such a Registry it is necessary to fill in an application in this respect and present a power of attorney for the person requesting the Registry accompanied by a copy of the identity card of the respective person.
The Registry is used to record all inspections carried out by different control bodies: financial, consumer protection, urban planning, labor, fire protection etc. The Unique Registry for Controls is numbered, sealed and kept by the legal representative of the verified company or by its replacement. The Registry shall be kept at the registered office and at each secondary office for which there have been issued permits/licenses and/or operating agreements.
Time and cost: 1 day (simultaneous with previous procedure), RON 31
Register the employees contracts with the Territorial Labor Inspectorate (TLI) online
Agency: Territorial labor inspectorate
Each employer shall be under the obligation to settle an internal general register record of all of his employees, in electronic format, which shall be transmitted to the Territorial Labour Inspectorate in the jurisdiction the employer has its registered office or domicile. The registration of the employees’ labor contract can be done online, after a representative of the employer obtains a password for operating the online registry from the Territorial Labour inspectorate. This is based on the Government Decision no. 905/14 December 2017 on the general register of employees record.
The registration of the employees’ labor contract can be done online, after a representative of the employer visits in person the Territorial Labour inspectorate to obtain a password for operating the online registry. This is based on the Government Decision no. 905/2017 on the general register of employees record, applicable starting with December 19, 2017.
Time and cost: 1 day (simultaneous with previous procedure), no charge
