I. Preliminary steps
In order to register the company in Cluj it is necessary to have the following information: name of the company, shareholders, administrators and object of activity.
As we have already discussed, any LTD incorporated according to Romanian laws may have:
- One shareholder: either a company or a natural person (even yourself) – 100% of the share capital;
- More shareholders: either two or more companies (Romanian, foreign or both) or one or more companies and one or more natural persons; in this case, the share capital contribution shall be split – e.g. 50% – 50%, 10% – 90% etc.
Every company must have one or more administrators. The administrator will always be a natural person who can be at the same time one of the company’s shareholders.
It is important to know that natural or moral persons (companies), who are already shareholders in other companies (100% of the share capital), can’t act as sole shareholders in a new company.
The name of the company must be requested in advance from the Trade Register Office.
II. Necessary documents
Documents concerning shareholders
- a) If the shareholder of the new company is a moral person – company we need the following documents:
- Resolution of shareholders in which it is decided to set up a new company in Romania; this resolution must include the following: name of the new company, registered office of the new company, share capital contribution, name of the administrator, name and identification data of the person appointed to sign documents on behalf of the shareholder – we shall prepare a draft of the resolution;
- Power of attorney signed in front of a public notary for a person appointed to sign documents in Romania at the Trade Register Office (request, standard statements, a rental or purchase-sale agreement for the registered office – it may be a foreign person who can come to Romania, even yourself, or it can be a person from Romania, or even one of the lawyers, or any other person – we shall prepare a draft of the power of attorney;
Several special statements
We will need the original copies of all the aforementioned documents, especially the statements and powers of attorney to be signed in front of a public notary. This phase of the entire incorporation process is usually the one that takes more time. The sooner we have these documents the sooner we will finish the incorporation procedure in Romania.
- b) If the shareholder is a natural person, we shall need the following documents:
- Identity Card (passport);
- Several statements to be signed in front of the public notary – we shall prepare the drafts of such statements;
- If the natural person can’t personally come to Romania to sign the necessary incorporation documents, a power of attorney must be signed in front of the public notary for a person appointed to sign these documents in Romania at the Trade Register Office (request, standard statements, rental or purchase-sale agreement for the registered office) – it can be another foreign person who can come to Romania, even yourself, or maybe a person from Romania, or one of the lawyers or any other person – we shall prepare a draft of the power of attorney;
- Documents concerning the administrator
- Identity Card;
- Several standard statements (statutory declaration, statutory declaration regarding the new registered office, specimen signature form etc.) – we shall prepare the drafts of all these statements; they are all special documents requested by the Trade Register Office
- If the administrator is in Romania, he/she shall sign these statements in front of a public notary in Romania; if the administrator is not in Romania, he/she shall sign these statements in front of a public notary from his country. You have to provide us with the original copies thereof and they will have to be translated into Romanian.
III. Share capital
The person appointed to sign the documents in Romania shall also deposit the share capital. For a limited liability company, the minimum share capital is Lei 200 (approx. 45 Eur). The share capital must be deposited by the person appointed in this regard, in a special account opened at any bank in Romania.
Publisher: Budușan & Associates