The CAEN Code is a national statistical classification of economic activities in Romania. As a general rule, any company has only one main business object to which only one CAEN code corresponds, which is established by the constitutive act of the company. The choice of the main CAEN code is made according to the activity profile of the company that is being set up.

The authorization of these CAEN codes can be made either at the Registry of Commerce of the company or outside its registered office: at the company’s workstation or at third parties. If a CAEN code has not been authorized since the establishment, and the company’s business develops, then the CAEN code or codes may be subsequently authorized.

In order to set up a trading company, certain conditions are necessary, including the existence of a fiscal record that does not contain facts of  financial-fiscal nature as regulated by the Decision no: 1000/2015. The debts of a natural person, such as bank loans or fines, do not, however, constitute an obstacle in regards to opening a company.

Tipically, a natural or legal person may have the status of associate within several companies, but according to art. 14 of the Law 31/1990, a person (natural or legal) can not hold the status of a sole associate except in a single Limited Liability Company. In the event of a breach of this prohibition, the State, through the Ministry of Public Finance, as well as any other interested person may request the dissolution of the judicial chamber of a company so formed.

When a company is set up, it is necessary that its associates or shareholders contribute to its constitution with its own contribution, which may be in cash, in nature or in industry.

Involvement means the obligation of each associate to bring in a certain good, a patrimonial value.

Cash input is the money contribution that the associate undertakes to transfer to the company, which is mandatory for the formation of any company.

Nature input is represented by the assets brought by the associates to the formation of the company or later, during its operation. Input in nature can take the form of real estate (construction, land), tangible (commodity) or incorporeal goods (receivables, commodity fund). Inputs in kind must be economically evaluable. They are admitted to all forms of society, are paid by transferring the corresponding rights and by effectively delivering the goods in use to the company.

Industry input is represented by the work benefits or services the associate undertakes to achieve within the company. The contribution to work or service benefits is only allowed to associates from collective companies and partners in the limited partnership. Work or service benefits can not contribute to the formation or increase of the social capital of these companies.

The share capital expresses the value of the assets brought by an associate when the company is set up.

In joint-stock companies, equity is embodied in shares. In contrast, in the case of limited liability companies, social capital is embodied in social parts.

Subscribed capital represents the total economic value that the associates have been obliged to bring to the formation of the company. In this case, the subscribed capital coincides with the social capital, being a virtual economic value.

Shed capital, however, represents the total value of contributions that have already entered the patrimony of the company.

For the year 2019, the share capital of the joint stock company can not be less than 90,000 lei. The Government of Romania will be able to change the minimum amount of the share capital, taking into account the exchange rate, at least once every two years, so that this amount represents the equivalent in lei of the amount of EUR 25,000.

The share capital of a limited liability company can not be less than 200 lei and is divided into equal shares, which can not be less than 10 lei.

Starting from the provisions of art. 14 of the Law no. 31/1990, according to which a natural person or a legal person can be associated only in a Limited Liability Company, it is contrary to the case that a natural or legal person can be uniquely associated in a single Limited Liability Company .

With regards to the Limited Liability Company, the capacity of an administrator may be owned only by a natural person, who may be the sole associate, one of the associates or one outside the Company.

Regarding the joint-stock company, the Company Law no. 31/1990 (Article 15313 paragraph 2) allows the appointment as a manager and a legal person. In the case where a legal entity is appointed as an administrator, it is required to designate a natural person representative who will be subject to the same civil, criminal, and civil liability and obligations as the individual manager, acting in his own name, without thereby that the legal person he represents to be exempted from liability or to be held jointly and severally liable.

From the corroborated interpretation of Articles 731 and Art. 6 of the Law no. 31/1990, it results that the administrator must be a person with full capacity and exercise.

Also, Law no. 31/1990 stipulates as a mandatory condition for the exercise of the position, the administrators’ honorability, namely that they have not been convicted for offenses against the patrimony by failing to trust, corruption offenses, embezzlement, forgery, tax evasion,  656/2002 on the prevention and sanctioning of money laundering, as well as for measures to prevent and combat the financing of acts of terrorism, republished, or for the offenses provided by the present law.

As regards to the condition of citizenship, the Company Law does not contain any restrictions in this respect. Thus, the administrator of a company may have Romanian or foreign citizenship.

According to art. 196¹ alin. (3) of the Law no. 31/1990 regarding Companies, the sole associate in a Limited Liability Company may be employed by the company.

In this respect, an individual labor contract is to be concluded, with the applicable labor legislation regulations in force.

Once the documentation required for the registration of the company is complete, the file may be filed with the Registry of Commerce.

The deadline for issuing the registration certificate, containing the trade register order number, the unique fiscal registration code assigned by the Ministry of Public Finance and, as the case may be, the unique EU-wide identifier (EUID), as well as the resolution of the competent person to resolve the application for registration is 3 working days from the date of filing of the application, unless the competent person to solve the applications for registration has otherwise, to complete the documentation.

It is not imperative for the foreign associate to come to Romania for the signing of the documents, being necessary only the transmission of the signed documents to our company, either electronically with the upholding of the provisions in the matter, or by the courier, provided that the steps may be slightly delayed by this aspect .

For better celerity and to avoid the shortcomings of remote signing of signed documents, it is preferable to come to Romania at least once to sign the documents and to discuss with our consultants any possible misunderstandings.

What are the steps that follow when you register:

What are the steps that follow when you register?

• Stamping: though O.G. 17/2015 provides for the elimination of the obligation to apply the stamp on request, declarations, contracts and other documents, there is still a certain usage in its use among traders.
• the company must open a current account
• To acquire the Unique Control Registry (RUC) from the Financial Administration to which the company belongs within 30 days of its establishment, if the term is exceeded, it is sanctioned with a fine of 500 to 1000 lei. The price of the Registry is 30 lei;
• Acquire a standard invoice and a standard receipt (purchased from a publisher, bookstore or stationery store) or choose an electronic issuance program (lately more used than typizers);
• to acquire the Fiscal Evidence Registry (REF) from the Financial Administration to which it belongs, if the company is a taxpayer;
• To hire an accountant or to conclude a service contract in the field of accounting, with a natural or legal person, authorized by law, member of the Body of Expert Accountants and Authorized Accountants of Romania, to procure him / her to submit his / her online statements .

When does the firm need auditing?

For which firms is the financial audit required?

A. Companies that at the close of a financial exercise meet at least 2 of the following 3 criteria:

• have total assets of over 3 650 000 euro,
• have a net turnover of more than EUR 7 300 000,
• they have an average no. of employees during the financial year of more than or equal to 50.

 B. Public interest companies:

• Credit institutions
• insurance / reinsurance companies
• Entities regrouped and supervised by the Financial Supervisory Authority
• companies whose securities are admitted to trading on a regulated market
• national companies and companies
• legal entities that belong to a group of companies and enter the consolidation perimeter by a parent company that applies the International Financial Reporting Standards
• leasing companies
• legal entities other than the above, which benefit from non-reimbursable loans or state guarantee.

 Who can do the financial audit?

 Financial auditors, members of the Chamber of Financial Auditors.

When does the company need a censor?

 LLC

When the number of associates exceeds 15, the appointment of censors is mandatory.

 LLP

The joint stock company will have 3 censors and one alternate if the constitutive act does not provide for a larger number. In all cases, the number of censors must be odd.