S.R.L. (societate cu raspundere limitata) – is the private company limited by shares (Ltd.) in the UK / Ireland and the original German Gesellschaft mit beschränkter Haftung (GmbH). The English translation is limited liability company.
The incorporation of this Romanian company entails the deposit of the paid-up share capital into a bank account and filing of the Memorandum and Articles of Association with the Registry of Commerce. Shareholders, if corporate, are required to submit their statutory documents, Certificate of Incorporation, a Bank Reference and a Decision of the Shareholder Assembly in order to incorporate the Romanian entity. If the shareholders are physical persons a copy of their passport is required together with confirmation from the local Romanian police authorities confirming their good standing or an extract from the Criminal Records Register. The memorandum of association must contain the object of activity in the form of CAEN (Romanian Economic Activities Classification) codes and descriptions for the main and secondary objects of activities.
The minimum social capital required for a limited liability company is 200 lei (two hundred lei) which is around 60 euro. The capital is divided into equal social shares. Each share cannot have a lesser than 10 lei value. The number of shares a shareholder has given the same number of votes in the general assembly.
The name of a Romanian limited liability company is not accepted if it is similar to or identical to an existing company or is known to exist elsewhere. A name which may imply illegal activities. The name can be expressed in any language using the Latin alphabet. The name may not contain the following words: «ştiinţific», «academie», «academic», «universitate», «universitar», «şcoală», «şcolar» or derivative. If it contains the words: «naţional», «român», «institut» or their derivatives or words pertaining or belonging to public central authorities, an approval from the General Secretariat of Government must be secured in advance and in case of public local authorities from the Prefect. It shall not create confusion with other company names in the Trade Registry databases; therefore, the search and name reservation have to be performed before filling in all required documents for registration.
The minimum number of directors is one; they may be of any nationality or residence. Bodies corporate may be appointed as directors. Shareholders can be private individuals or legal persons (other companies) regardless of nationality. Rules and limitations apply as to the contents of the documents needed to establish a new SRL.
In case a foreign company establishes or takes part as a shareholder in the new Romanian limited liability company, the Trade Registry in Romania requires the following documents:
- Founder’s and administrator’s registration documents in original and in Romanian legalized translation with translator’s signature authenticated by a Romanian notary public
- The decision of the foreign company according to its articles of association regarding the founder’s participation to the establishment of the company in original and in Romanian legalized translation with translator’s signature authenticated by a Romanian notary public.
- The power of attorney for the designated agent that shall sign the constitutive acts in the name and on behalf of the founder (original and in Romanian legalized translation with translator’s signature authenticated by a Romanian notary public) which may be included in the decision mentioned in paragraph b.
- A Letter of Good Standing for the founder issued by a bank or by the Chamber of Commerce at the place of social headquarters of the founder (original and in Romanian legalized translation with translator’s signature authenticated by a Romanian notary public). All official acts must bear a Hague Convention Apostille if required by rules of international private law.
Maximum number of shareholders in a Romanian SRL is limited to 50. A person, either natural or legal, cannot be the sole shareholder of more than one SRL. The identity of the beneficial owners of the Romanian Limited Liability Company is not confidential.
Any Romanian Limited Liability Companies, SRLs, if registered in Romania, are considered as resident in Romania for tax and currency purposes and must comply with statutory requirements for book and record keeping as detailed in the Accounting Law of 2005. If a limited liability company has more than 15 shareholders, it is obliged to appoint company censors.