Guide for setting up a construction company in Romania

At this moment, on the Romanian market, real estate agencies and construction companies are highly sought after. In the last 20 years in Romania, a lot has been built, the government projects of the “First House” type and the economic development registered on the profile market, have increased the number of projects of residential real estate construction and those for office spaces, but also of other types of civil and construction projects.

In order to be able to carry out an economic activity in the field of constructions, you can set up a limited liability company (SRL) or a joint stock company (SA). Of these, the most used form of organization is the limited liability company (SRL) with one or more associates. This company can have as associates both natural persons Romanian citizens or foreign citizens, but also associated Romanian or foreign legal persons. Romanian legislation supports and encourages foreign investors who are interested in conducting an economic activity in Romania. The law governing the establishment, operation, divestment and dissolution of commercial companies in the territory of Romania is the Law no.31 / 1990, republished.

Registration of the company at the Trade Register Office

This includes certain steps:

• Choosing the company name - This is the first step after you have decided the structure of your business. This is the name after which your business will be officially registered. The choice of company name in Romania is free and there are no restrictions, as long as the legislation is respected and no other company operates under the same name.

• Drafting company documents - if you open a limited liability company and you want to register it in Romania, you will have to draw up the articles of incorporation. These can be notarial or certified by a lawyer. The articles of incorporation will include, among others: the name of the company, the associates (natural or legal persons), the share capital, the administrators (natural or legal persons), the object of activity and the registered office.

• Submitting the initial share capital to a banking institution that will issue a document stating the contribution of each associate in the future company. This proof will be filed together with the other documents in the file to be submitted to the Trade Register Office.

• Registration of the file at the Trade Register Office - The file submitted for the registration of the company will contain: The incorporation document, the company name, the identity documents of the associates and the administrators, declarations on their own responsibility, documents proving the ownership of the registered office, the proof of the deposit of the social capital and other documents from case to case. Solving the file takes 3 business days. With the settlement of the Trade Register Office, you will be issued as proof of the establishment of the company a resolution, the registration certificate of the company and a Certificate confirming which activities the company can carry out. In Romania any company is established without being VAT payer.

• Registration with the Financial Administration of the declaration for the VAT payer is submitted within 30 days from the date of setting up the company or later when the company exceeds the turnover of 300,000 lei / year (approximately 66,000 euros / year).

Additional authorizations and approvals - In the case of companies with a construction activity it is not the case to obtain other additional permits and authorizations.

Why open a business in the field of construction in Romania? Firstly because, as I mentioned, it is an area where the demand is very high and, secondly, there are the lowest taxes in Europe for micro-enterprises (with turnover up to 1,000,000 euros): up to 1% tax on profit and 5% tax on dividends.

With A-Law you can benefit from professional assistance at every stage of the company registration process guaranteeing positive final results and, most importantly, financial security. Our team of Romanian lawyers gradually introduces clients in more or less complex legal terms and constantly offers professional advice tailored to each possible case.

This is not intended to be a complete list of documents for setting up a Romanian company. Contact us for detailed information. Our law firm in Romania is prepared to assist foreign investors in any matter regarding the legislation that regulates the activities of local businesses.

We can also assist with all legal matters to Belgium or other countries where A-Law is active.

For more information on the above or on our services on Romania please consult Legal Counsel Romania, Carmen Nita on info@a-law.eu or fill in our online contact form.