What is a S.R.L?
In order to know how to open an LLC, you must first find out where this acronym comes from.
Limited Liability Company (LLC / S.R.L. - in romanian) – being regulated under the Companies Law no. 31/1990 on companies – is the most common and flexible legal form that a company can adopt before the law, being on the one hand efficient in terms of the time required for its establishment, but also inexpensive, since in order to establish such a company an extremely large initial capital is not required, the minimum being 200 lei.
Can I form a LLC without having other partners?
Law no. 31/1990 on companies, with the amendments and additions in force, allows any person to have the status of sole shareholder in the company they establish, so the old condition of a minimum number of 2 associates is no longer applicable. In this regard, if you have decided to establish an S.R.L., but do not wish to co-opt other associates in your project, the company will be legally established with a single associate (thus you will have the status of sole shareholder in the S.R.L.). Also, if you later change your mind and wish to associate with other people, this will be possible, by transmitting the shares to the "future associates" or by carrying out other legal operations in this regard.
What are the documents required to establish a company?
Although at first glance, the procedure itself seems quite simple, the file that will be submitted to the Trade Registry Office must contain a series of compliant documents regarding both the future LLC and the person of the associate/associates.
A first step towards establishing a S.R.L. is choosing and reserving the name for the company. As a rule, it is recommended to choose 3 different name variants, in order of preference, and then check their availability in the O.N.R.C. database.
Next, it is necessary to establish a main registered office of the future company, usually meaning the place (address) where the activity will be carried out. A company can also establish secondary offices with or without legal personality (examples: work points, branches, agencies, subsidiaries, etc.). In this regard, the submitted file must also include the document certifying the right of use of the space intended for the registered office (lease contract/commodity contract, etc.).
What does the company's Articles of Association entail?
The next step is drafting the company's articles of association, the latter including all the identification data of the associates, their duties in the company, details about the company's object of activity (objects characterized according to the CAEN Rev.3 classification), as well as all the specific information that will guide the functionality of the LLC.
Additionally, in order to successfully complete the file that will later be submitted to ONRC, you will also need to consider the following forms/documents:
- Registration request;
- Annex regarding tax registration ori, după caz, Anexa privind investiția străină;
- Standard self-declaration regarding the fulfillment of the operating conditions of the activity;
- Identity documents of founders, associates, administrators, censors, auditors - individuals;
- Affidavit of the company's associates/representatives;
- Declaration regarding the beneficial owner of the company;
- Proof of payment of the legal fee;
If applicable, the opinion of the owners' association, registration documents of the founders, administrators or censors who are natural persons, the powers of attorney provided to the person designated to carry out the legal formalities, proof of the necessary authorizations or approvals, the mandate provided to the person authorized to sign the articles of association in the name and on behalf of the founder who is a legal person.
How long does it take to set up my company?
After the file has been properly completed with all the previously mentioned documents, the last step remains its submission to the Trade Register Office. After submission, the resolution procedures usually last between 3-5 days, the process itself being relatively short.
Now that you have learned useful information about how you can open a LLC, we invite you to contact us for drafting and verifying documents in the most prompt and legally correct way. TS Law team can help you with the establishment of your new company, but also later to make some changes or even for its cancellation / dissolution.
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