vrijdag 12 augustus 2022

new tacrates in romania

O. G. no. 16/2022 amended the Fiscal Code, therefore I present below the main provisions of the normative act.

 1. Dividend tax - the changes take effect on January 1, 2023

Starting from January 1, 2023, the tax rate for dividends distributed/paid between Romanian legal entities, as well as for those distributed/paid to non-residents, is increased from 5% to 8%.

2. Microenterprise income tax - changes come into effect on January 1, 2023

 Microenterprise income tax becomes optional.

A Romanian company can opt for the application of the microenterprise income tax if it cumulatively meets the following conditions on December 31 of the previous year:

  • the revenues achieved did not exceed the equivalent in lei of 500,000 euros (modified condition - previously the ceiling was 1,000,000 euros);
  • the social capital is owned by persons other than the state and administrative-territorial units - according to the Fiscal Code (unmodified condition);
  • is not in dissolution, followed by liquidation, registered in the commercial register or in the courts, according to the law (unmodified condition);
  • achieved revenues, other than consulting and/or management, in a proportion of more than 80% of total revenues (newly introduced condition);
  • has at least one full-time employee active (newly introduced condition);
  • has associates/shareholders who hold more than 25% of the value/number of participation titles or voting rights in no more than three Romanian legal entities that qualify to apply the tax system on the income of micro-enterprises (newly introduced condition);

The tax rate on the income of micro-enterprises is 1% (the 3% rate is repealed).

In conclusion, if a micro-enterprise achieves revenues greater than 500,000 euros/ does not have full-time employees or the share of revenues from consulting and/or management in total revenues is over 20% inclusive, during a fiscal year, it owes tax on profit starting from the quarter in which these limits were exceeded, because it no longer meets the conditions of the microenterprise tax.

The profit tax rate is 16%.

3. Special provisions for part-time employment contracts - the changes enter into force on August 1, 2022

The social security contribution owed by natural persons who obtain income from wages or wages assimilated to wages, based on an individual full-time or part-time employment contract cannot be lower than the level of the social security contribution calculated by applying the CAS rate on the gross minimum basic salary per country in force in the month for which the social insurance contribution is due, corresponding to the number of working days in the month in which the contract was active.

It applies starting with the income related to the month of August 2022.

In conclusion, for part-time work contracts, taxes will be calculated and paid at the level of the minimum wage in the country, if they are below the level of these taxes.


more info mail frjacobs@telenet.be

dinsdag 7 juni 2022

Recruitment of IT profiles in Romania

You have great recruitment plans and you want to move swiftly in a competitive market. You need to understand talent availability, compensation and how to be attractive. So you onboard the best talent in the shortest time possible.

We work closely with our clients to understand their needs and business, to ensure that not only the right skill set is found, but the right team and culture fit too. With this approach we have successfully delivered to a myriad of companies from startups looking to hire their first staff member through to high organizations working at scale.

In an ever-difficult market, we have ability to engage with and secure passive candidates is one of his greatest assets and is an essential skill for recruiting in the modern IT sector. Utilizing an extensive network of tech professionals combined with the latest industry tools and methods, we have a widespread pool of candidates to call upon and ensures the campaign is tailored to the individual needs of each vacancy and organization.

  • CTO / Managerial
  • Software Engineer / Developer / Analyst Programmer
  • Test Analyst
  • Product Owner / Product Manager
  • Scrum Master
  • Database Developer / DBA
  • DevOps / SysOps / Systems Administrator
  • IT Support / Networking Engineering / infrastructure Engineer
  • Security
  • Business Analyst
  • Project Manager / Programme Manager
  • Graduates
  • Blockchain
  • IoT
  • Niche / Legacy Technologies

If you are a company looking for a specialist IT professional, please get in touch with us.

mail frjacobs@telenet.be

dinsdag 24 mei 2022

Employment contract in Romania suspension, termination (resignation and dismissal)

 When the employment contract is suspended

The employment contract may be suspended by agreement of the parties or only by decision of one of the parties, in the following situations:

  • maternity or paternity leave;
  • parental leave;
  • sick or disabled childcare leave;
  • vocational training leave;
  • temporary incapacity for work;
  • quarantine, force majeure, strike;
  • fulfilling a paid management position in the union;
  • if the notices, attestations and authorizations for the respective job have expired (if they are not renewed within six months, the employment contract terminates);
  • if the employee has unjustified absences or is under disciplinary investigation;
  • if the employer temporarily interrupts the activity.


During the suspension of the individual employment contract, the employee no longer receives a salary.

When the employment contract ends

The employment contract may be terminated by resignation or dismissal. In both cases, it is mandatory to respect a notice period of at least 20 working days, depending on the job you had, before you finish your work.

If the contract ends during the probationary period, the notice period is no longer required, only a written notification.


Dismissal is the termination of the individual employment contract at the initiative of the employer and, according to Article 58 of the Labor Code, may be ordered for reasons related to the person of the employee or for reasons not related to him.

Dismissal for reasons related to the person of the employee

In this case, the reasons that may lead to dismissal are:

  • Serious deviation or repeated deviations from the rules of the workplace;
  • The physical or mental incapacity of the employee, who can no longer exercise his duties corresponding to the position held;
  • Pre-trial detention for more than 30 days;
  • The employee does not correspond professionally to the job.


Dismissal for repeated misconduct or in case the employee does not professionally correspond to the job can be ordered only following a disciplinary investigation or an evaluation of the employee. In other words, the employer must have a very clear justification for the decision to fire a person, he cannot fire you for no reason.

Dismissal for reasons not related to the employee's person

Dismissal for reasons not related to the person of the employee, defined in Article 65 of the Labor Code, is determined by the termination of the job held by the employee and is not related to his person. This occurs, for example, when a company restructures its business, abolishes certain positions, or goes bankrupt.

According to the Labor Code, the termination of employment must have a real and serious cause. In addition, in such a situation, the employee or employees (in the case of collective redundancies) receive compensation and active measures to combat unemployment.

This means that the employer can see if there is a vacancy similar to the one held by the dismissed employee within the company or can notify the territorial employment agency (details of this process can be found on ANOFM) in order to redistribute the employee.

Notice and Dismissal Decision

The purpose of the notice is to prepare the ground for both parties (the employer and the employee) regarding the dismissal, providing a place for negotiation and reorganization.

According to Article 62 of the Labor Code, the employer has the obligation to issue in writing the dismissal decision and, under the sanction of absolute nullity, it must be motivated in fact and in law. This means that if the employer does not follow these steps and does not explain to you the reasons that led to your dismissal, the court may order the dismissal to be annulled.

The dismissal decision is taken into account and takes effect from the date of its communication to the dismissed employee, an essential detail if you want to dispute it.

The minimum notice period is 20 working days (whether it is an executive or management position), but there is freedom to negotiate this period with the employer. Throughout the notice, the employee enjoys the same rights mentioned in the individual employment contract.


More info mail frjacobs@telenet.be


donderdag 3 februari 2022

Company Formation Romania create a company in Romania from a distance

 No matter the fact that the investors in a Romanian company are residents or foreigners (or ventures), in both cases they are treated the same and benefit from the same opportunities of developing economic activities in Romanian.

All entities operate as independents and are separate by their shareholders/partners' legal units, having their own patrimony, possessions, appelation, administration, registered capital, headquarters and bank accounts.

In Romania, there are two types of companies: joint stock companies (S.A. - societate pe actiuni) and limited liability companies (SRL - societate cu raspundere limitata).

In the case of a SRL, the foreign company can have sole ownership and hold all shares, while in the case of a SA, there must be at least two shareholders (private persons or legal entities). Still, the most commonly used legal form is SRL. All businesses must be registered at ONRC (the National Trade Register Office - Romanian Chamber of Commerce and Industry) and the corporation starts to exists since the date of registration. ONRC is a public institution that keeps statistical information of economic activities. The process of company incorporation in Romania states that every business must have at least a shareholder for a SRL and two for a SA. Additionally, one person can't be unique associate in more than one company. Shareholders can be either companies or individuals and can all be non-Romanians.

A limited liability company is a business entity established by maximum 50 associates. The business relies upon the foundation documents. In order to establish a SRL Company in Romania clients must know from the start that the registered capital of a limited liability company cannot be less than 200 RON. The registered share capital of a limited liability company is usually split into social parts/shares with a registered value of minimum 10 RON each. If choosing to set up SRL in Romania individuals should be informed that the law forbids the shares of these corporations to be involved for loans or other banking operations.

Shares cannot be freely exchanged, making limited liability companies more or less like private companies in other countries.

For all persons interested to open SRL Romania it is important to know that Limited liability companies may be formed by only one individual as well.

The law stipulates that resolutions are made by mainstream ballot in the General Meeting of the Shareholders (each share represents one vote). Decisions regarding adjustments in the articles of association must be accepted by all shareholders unless these documents do not mention something else. Concerning the process to set up SRL in Romania, we shall mention that at least one Manager should be assigned in the articles of association contract; this is the same person who is also responsible for the management of the company.


If you want more information, contact us. mail frjacobs@telenet.be

dinsdag 11 mei 2021

Cession ( sale) of shares of a company in Romania

 Have you decided to sell your business? Or are you looking at buying a business? If so, what’s involved in doing this?

Here we provide a our perspective on matters related to the sale or purchase of an owner-managed business.

What it is that you’re actually selling or buying? This may seem like an unnecessarily obvious question, but it must be answered thoroughly. The answer will define much of what’s contained in an agreement for the sale of a business.

Buying and selling “shares” in a business

Selling shares in a business, whether it’s is a close corporation or a company, is really quite straightforward. It simply involves transferring a group of assets, in the form of shares.

A buyer who purchases all the shares in a business will indirectly hold and control the business, including all its assets and liabilities.

Buying a business from a company

Acquiring a business from a company is more complex. It may involve acquiring only certain assets and certain liabilities. These may be of different types and have to be dealt with differently.

Accordingly, buying a business from a company (rather than buying shares in the company) requires a more carefully prepared contract.

This approach may be appropriate where:

  • a purchaser wants to acquire only certain assets and certain or no liabilities; or
  • the purchaser feels there is some risk in taking control of a company; for example, there could be a pending legal action or outstanding tax claim, or the company may just be poorly managed.

Due diligence evaluation

Whether acquiring shares or a business, a purchaser should undertake a due diligence evaluation. This is to ascertain the worth of the shares and/or business, as well as any risk in the business and the transaction.

A due diligence evaluation can vary in breadth and scope, but will likely include the following:

  • a financial analysis of the business and its value
  • an evaluation of assets, including any intellectual property
  • assessment of any immediate or future risk to the value of the business
  • a check for any legal impediment to the transaction, such as a shareholder agreement prohibiting the sale or use of shares as security under another transaction
  • an evaluation of the formal requirements and procedures necessary to implement the agreement
  • an assessment of whether the business operates in a sound and lawful manner, complying with all relevant legislation.


We are here to help you, contact us. mail frjacobs@telenet.be 

woensdag 21 april 2021

Company creation in Romania made easy

With hundreds of companies established on behalf of our foreign clients, we offer the fastest and simplest option to set up Romanian companies at the lowest fees.

Moreover, such will be done by our professional lawyers, the only ones licensed in Romania to carry out a company formation. Your presence in Romania is not required.

We will draft all the necessary documentation, in bilingual Romanian-English so that you understand everything. You will only need to sign such documents  and soon your company will be up and running.

We also offer all-inclusive services for the management of the company, such as company address rental, accounting, legal services and many more.

Company Formation Package include:

• Reservation of the company's name;
• Drafting of the Articles of Association and statements of the shareholders and directors;
• Submitting the share capital to a chosen bank;
• Filling the necessary application and submitting it to the Local Trade Register in the presence of the deputy judge;
• Undertaking the Certificate of Incorporation and the VAT number;
• Our  firm can provide you with a registered office;
• Following the company formation Romania process, we will take all the necessary steps with Romanian authorities in order to obtain the mandatory legal documents or authorizations;
• Bank account introduction for opening of an account with internet banking and debit card.

It can't get simpler than that.


Please contact us  for more details mail frjacobs@telenet.be

dinsdag 30 maart 2021


 We are here to support you.

Real estate can be acquired in two ways:

•        Directly, e.g. by acquiring the real estate (asset deal)

•        Indirectly, e.g. by acquiring a corporation owning real estate (share deal).

In either case, there is no stamp duty or tax. The only fees are these related to the notary and registration (Land Book/Commercial Registry) requirements.

Land  tax are varies depending on local council decisions.


There is a law for ownership right over Real Estate for Romanian Legal Persons. As opposed to some restrictions, a business organization (which is a Romanian legal entity) may acquire the ownership right over Romanian real estate (lands and buildings). This regulation entitles companies which are also legal entities to the ownership right over any type of land, including agricultural land, forests and forestry land. Consequently, the shareholders or the partners of a company, no matter what their nationality, indirectly have the right to acquire lands and buildings.

The real estate market in Romania has developed a lot during the past few years and there are more and more foreign citizens that are interested in buying properties here. Although the interest for the Romanian real estate market has grown rapidly, there are still questions about the legislation regarding this process. Can foreign EU citizens buy properties in Romania directly or there is other EU legislation that they must take into account.


Contact us for more information: frjacobs@telenet.be