Legal forms of companies
The first step towards setting up a new company is deciding on the legal form the business will take. In Romania, companies can be set up in one of the following legal forms:
- Societate cu răspundere limitată (SRL) (limited liability company);
- Societate pe acţiuni (SA) (joint stock company);
- Societate în nume colectiv (SNC) (general partnership);
- Societate în comandită simplă (SCS) (limited partnership);
- Societate în comandită pe acţiuni (SCA) (limited joint stock companies).
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
The Services Directive: Points of single contact
The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union - in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.
For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’ , e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:
- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?
With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.
All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.
The entire dossier required for registration of a company and authorisation for it to operate is submitted to the "Biroul Unic" (one-stop company registration office) within the National Trade Register Office. Once the dossier has been submitted, the business is entered in the Trade Register. It is then granted a unique CUI code (tax identification number) by the Ministry of Public Finance and, finally, authorisation to operate.
Registering a company
The following formalities must be carried out to set up a company:
- checking availability and reserving the company name and logo. As an option, checks can be made as to whether these are similar to other trademarks registered at the Oficiul de Stat pentru Invenții și Mărci, OSIM (Romanian State Office for Inventions and Trademarks);
- drawing up of the deeds of association and having them certified;
- presenting proof of headquarters, either owned, rented, lent free of charge or leased, where business will be conducted;
- drawing up of affidavits by the founders, administrators and auditors regarding the fulfilment of legal requirements;
- completing the registration application;
- preparing the dossier required for registration and authorisation to operate.
The website of the Oficiul Naţional al Registrului Comerţului (National Trade Register Office) provides useful information regarding the administrative procedures for setting up a new business.
Programmes for the development and support of entrepreneurship: