dinsdag 7 april 2020

Guide for setting up a company in Romania - romanian company inregistration

More info mail frjacobs@telenet.be
The persons who want to set up companies in Romania can choose one of the types of companies provided in the Companies Law, which defines both the documents that must be taken into account when registering the company, as well as the social capital required for registration at the Trade Register.
From all the types of companies that can be established in Romania, the limited liability company, or the SRL, is the most common.
I. The Necessary Documents for setting up the company
The first and foremost thing you need to do is to know which documents are required for the company file. The list with the necessary documents is disposed of by the Trade Register and contains declarations, constitutive documents, signature samples, etc.
II. Checking the Availability of the Name
Once you have found out what the documents are, follow the first step, to reserve the name of your future company.
Together with a Request to verify the availability of the company name and its reservation, complete with several name variants (from experience I tell you that you must prepare at least 3 name variants) the company name is obtained. (The fee for checking the availability of the name no longer has to be paid).
The duration of the Evidence to verify the availability and reservation of the company is around 2-3 days.
The evidence of the availability and reservation of the company must be attached to the original company file.
III. Establishment of the registered office
A process that you can do in parallel with all the steps to make the company file.
First of all, you need to look for a registered office. This can be a house or an apartment, personal or rented.
The next phase is the transfer of the registered office to the company name. This can be done with the help of a rental agreement or a convenience agreement. This contract must be concluded between the owner of the building and the company being set up (Name chosen in Step no. II).
Careful! If the registered office is an apartment, you also have to fill in an application approved by the neighbors and the block administrator. You must receive signatures from all the neighbors around your apartment (top, bottom, left and right of the building) and the administrator.
All these Applications and Declarations regarding the registered office must be attached to the company file in the original form.
IV. Drafting of the Constitution
The next step is the drafting of the Constitutive Act of the company.
The Articles of Incorporation must contain the following information: the identification data of the associate (s), the form of organization, the name of the company received in step no. I, the specification of the registered office, the secondary office (if there are several working points), the object main activity and secondary activities, the share capital and the share of participation of the associates in profit and loss, the designation of the administrator who has a mandate for a period established by associates that can be unlimited or limited.
Careful! Pay close attention to the NACE because only based on these NACE you will be able to earn income. It is preferable to add more NACEs for a possible extension of the activity object.
The social capital of an SRL must be of at least 200 lei, divided into social parts with a nominal value of at least 10 lei each, and each associate can hold a whole number of social parts.
The Articles of Incorporation must be attached to the file of the establishment of the company in the original form.
V. Realization of the Social Capital
Is the time as the associate (s) must deposit the share capital. It must be at least 200 lei, divided into social parts with a nominal value of at least 10 lei each.
This process can be done at any bank. At the bank must go with a variant of the constitutive act to make according to it the payments for the share capital.
After the money is deposited for the share capital, you will receive a receipt that represents the proof of the payment of the payments under the conditions of the constitutive act.
This proof must be submitted in the original to the company file.
VI. Completion of Statements on your own responsibility
The next step is the completion of the statements given on their own responsibility by the associates and administrators from which it can be seen that they fulfill all the legal conditions for holding these titles.
VII. Other documents
1. The sample of signatures is obtained in the first step and is completed only by the Administrator / Administrators. The signature must be placed in front of the notary (authentic notarial act).
2. Copies according to the Identity Cards of the Shareholder (s) and the Administrator / Administrators (if they are not Associates) and completed on them the First and Last Name, Signature and that they are by the originals.
3. Completing the Registration Application SRL.
VIII. The last step
After collecting all the statements completed from the previous steps and completing the file (track file) of setting up the company, it is submitted to the Trade Register Office. After checking it, you will have to go through the last action, to pay the company registration fee and the publication fee in the Official Gazette.
The deadline for issuing the file is 3-4 days.
IX. Other information
Once you have obtained all the documents regarding the company registration, you have to perform the following activities:
• Making a stamp;
• Registration at ANAF (National Agency for Fiscal Administration) of Declaration 010 regarding fiscal registration;
• Opening the current account of the company at a bank;
• Making a special invoice and receipt templates for your company.
X. Lots of SUCCESS
The hardest thing is to find customers and make a profit. Here it all depends on you and how good you are in the activity you do.
These are the steps you need to follow to set up a company (related to registration fees, these may vary, as the case may be):
- choosing and reserving the name of the company is the first step in establishing a limited liability company;
- the object of activity and its identification in the classification of CAEN codes must be defined;
- finding a registered office that will serve as the main address of the company must be considered;
- depositing the share capital after opening a bank account at an approved bank is the fourth step for registering an SRL;
- drafting and authentification of all the declarations of shareholders/administrators;
- the drafting and authentication of the constitutive documents of the company are necessary;

More info mail frjacobs@telenet.be

donderdag 2 april 2020

How to pay 1% taxes for a micro-enterprise in Romania

The micro-enterprise tax is computed as follows:
  • 1% for micro-enterprises with at least one employee*
  • 3% for micro-enterprises with no employees
* A reduced rate of 1% is applicable for the newly set up Romanian companies having at least one employee and being incorporated for a minimum period of 48 months and whose shareholders/associates did not hold participation titles in other legal entities. This reduced tax rate is only applied to the first 24 months since the registration date of the legal entity.
Condition regarding of the company
The micro-enterprise is a Romanian legal entity that cumulatively fulfills the following conditions, as of December 31 of the previous fiscal year:
  • it made revenues that did not exceed the equivalent in lei of 1,000,000 euros. The exchange rate for determining the equivalent in euros is the one valid at the end of the financial year in which the revenues were registered;
  • its share capital is owned by persons other than the state and the administrative-territorial units;
  • it is not in dissolution, followed by liquidation, registered in the trade register or in the courts.
Condition for new establish companies
A newly established company cannot opt for a different tax regime than the micro-enterprise if on the date of registration with the Trade Register the above condition regarding the share capital is met.
Condition regarding of employee
The condition regarding the employee is considered fulfilled if the employment is performed within 60 days including from the date of registration of the respective legal person.
Employee means the person employed with an individual full-time employment contract.
Equivalent situations:
a) the micro-enterprise may have persons employed with an individual part-time contract if the part-time fractions provided for in them, summed up, represent the equivalent of a whole norm;
b) have concluded administration or mandate contracts, according to the law, if their remuneration is at least at the level of the minimum gross basic salary in the country guaranteed in the payment.
Changing the number of employees during the year
If during the fiscal year, the number of employees changes, the tax rates are applied accordingly, starting with the quarter in which the change was made. For micro-enterprises that have an employee and apply the tax rate of 1%, whose employment relationship ceases, the condition regarding the number of employees is considered fulfilled if a new employee is hired during the same quarter.
Microenterprises that do not have any employees, in the situation in which they employ an employee, in order to change the tax rates, must do so with an individual employment contract for an indefinite period or for a fixed period for a period of at least 12 months.
When can you change your tax regime and what alternatives do you have?
If, during a fiscal year, the micro-enterprise makes revenues in excess of 1,000,000 euros, it owes income tax, starting with the quarter in which this limit was exceeded.
The principle works and vice versa: the tax payers who fulfill the condition of classification as a micro-enterprise must also change their tax regime.
Declaration and payment of tax
The calculation and payment of the tax on the income of micro-enterprises is carried out quarterly, until the 25th of the month following the quarter for which the tax is calculated.
The related statement 100 is filed quarterly until the same date.
In conclusion, a Romanian legal company that cumulatively fulfills the following conditions is subject to the 1% tax payment:
  • it made revenues that did not exceed the equivalent in lei of 1,000,000 euros. The exchange rate for determining the euro equivalent is the one valid at the close of the financial year in which the income was recorded;
  • its share capital is owned by persons other than the state and the administrative-territorial units;
  • it is not in dissolution, followed by liquidation, registered in the trade register or in the courts, according to the law.
  • has at least one employee with  full-time employement contract for an indefinite period.
 We can do the company creation for you just mail us freddy.jacobs@pbsworldwide.com

dinsdag 31 maart 2020

10 Advantages that a foreigner must know when he wants to open a company (SRL) in Romania.

Then, one of the reasons why it is good for a foreign citizen to open his company in Romania is the one related to the wages in our country, the average income in our country is 400 euros.
Any SRL registered in Romania is recognized throughout the European Union and can conduct business in the European community and beyond.
Citizens from other states benefit in the good sense from the fact that Romania offers many advantages for doing business, due to the low costs and cheap labor, so that up to 300,000 Romanian companies registered with shareholders of other nationality are registered so far.
Then, one of the reasons why it is good for a foreign citizen to open his company in Romania is the one related to the wages in our country, the average income in our country is 400 euros.
Corporate Income Tax (CIT): 16%*
*Taxpayers that are carrying on activities such as gambling and nightclubs are subjects of either 5% rate of the earned revenue or 16% of the taxable profit, depending on which is higher.
Companies are liable to pay the micro-enterprise tax (instead of corporate tax) provided that:
  • Revenues in the previous tax year were below EUR 1,000,000;
  • Companies have the possibility to opt to be corporate income taxpayers if their share capital is higher than RON 45,000 and have at least 2 employees;
The micro-enterprise tax is computed as follows:
  • 1% for micro-enterprises with at least one employee*
  • 3% for micro-enterprises with no employees
More info mail frjacobs@telenet.be
WHT rates in relation to non-resident companies are:
  • 1% for revenues obtained from gambling activities
  • 5% for revenues obtained from dividends
  • 50% for payments made by a Romanian company to non-resident company bank accounts (opened in countries that do not have an information exchange agreement concluded with Romania) and only if such payments result from artificial transactions
  • 16% in case of any other revenues from Romania
4. VAT
The standard VAT rate in Romania: 19%
A reduced rate of 9% applies to water supply services, food & beverage industry, medical treatments, and prosthesis, etc.
An extra-reduced 5% applies to supplies of social housing under certain conditions and to school books, newspapers, magazines, admission fees to castles, museums, sports events, cinemas, etc.
Access to intra-Community VAT deductions
Another advantage is that the company registered in Romania can become a VAT payer. The advantage of this option is that so the SRL registered in Romania can receive local VAT deductions, but also for intra-Community VAT.
More info mail frjacobs@telenet.be
Personal Income Tax: 10%*
* IT specialists, employees with disabilities and employees who work in Research and Development (R&D) or Technological Development field are exempted under certain conditions.
Social contributions owed by the Employee: 45%
Social contributions owed by Companies in Romania: 2,25%
Losses may be set off against the same types of income:
  • Losses that cannot be set off may be carried forward;
  • Tax losses may be carried forward for a 7-year period (no carryback is allowed);
  • 0.08% – 0.2% of the buildings´ tax value for residential buildings;
  • 0.2% – 1.3% of the buildings´ tax value for non-residential buildings;
Building tax is paid annually in two equal installments. The tax is due for the entire tax year by the person who owns the building as of December 31st of the prior tax year.
More info mail frjacobs@telenet.be
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maandag 21 oktober 2019

New law on the registration of the real beneficiary of companies from July 2019.

Did you know that you have to risk  to be radiated and that you can loose  your business if you do not submit the statement of the real beneficiary to the ONRC?
More info mail frjacobs@telenet.be
The ONRC will organize a central register in which information will be registered regarding the real beneficiaries of the legal persons subject to the registration obligation in the trade register, except for the autonomous regions, the companies and the national companies and the companies wholly or majority state-owned.
The legal entities concerned have the obligation to submit, on an annual basis, or whenever a change occurs, a statement regarding the real beneficiary of the legal person, in order to be registered in the Register of Real Beneficiaries.
What has to be submitted ?
A new declaration must be submitted  at the trade register for companies  that are registered  by the administrator of the company under penalty of cancellation and a fine of 10,000 lei.
On July 18, 2019, a publication published in the Official Gazette Law no. 129/2019 for the prevention and combating of the money laundering practices and the financing of terrorism, as well as for the modification and completion of some normative acts, it is obligatory for  companies  to declare about their real beneficiary (irrespective of a company or an association / directors or legal entities or not).
Basically, the statement is added (and paid) to the list of documents required to register a company.
Who is the real beneficiary?
As a result of the actions to combat terrorism, the institutions want to know exactly who is the real beneficiary of the company, i.e. the person who actually runs the company.
According to art. 4 paragraph (2) lit. a) of Law no. 129/2019, the real beneficiary is:
the person or natural persons who ultimately own or control a legal person by exercising the right of ownership, directly or indirectly, over a number of shares or voting rights sufficiently large to ensure their control or by holding in their own capital of the legal person or by exercising control by other means, the legal person owned or controlled being not a legal person registered with the trade register whose shares are traded on a regulated market and which is subject to advertising requirements in accordance with those regulated by European Union law or with internationally set standards.
This criterion is considered to be fulfilled in the
case of holding at least 25% of the shares plus one share or the participation in the equity of the legal person in a percentage of over 25%.
Basically, if you own more than 25% of a company as an associate, you own and control the company.
This is also the case for legal persons as associates in a company, in which case they will go on the chain to reach the natural persons in the back.
Who should file the statement?
The declaration must be submitted both by the companies that are set up and by all the companies registered in the Trade Register.
The declaration is made on its own responsibility, by the legal representative of the company (which in most cases will also be the company administrator, unless the company expressly empowers someone else or we have legal entities administrators).
More info mail frjacobs@telenet.be

woensdag 9 oktober 2019

U bent van harte welkom in onze incubatiecentra in Roemeniƫ

De business centra met kantoren in Roemeniƫ

We hebben twee business centra tot uw beschikking. Wij zijn eigenaar van de centra die we in onze portefeuille hebben.

Wanneer u een bedrijf in RoemeniĆ« opricht, doen we dat voor u en ontvangen we u in onze incubatiecentra. Dit zal je start versnellen en vergemakkelijken. U concentreert zich op  uw bedrijf, wij doen de rest.

Indien nodig zoeken we naar een oplossing op maat voor uw specifieke bedrijf. We bieden alles wat u nodig hebt om uw bedrijf te leiden in een moderne, aangename en productieve omgeving in open kantoren of klassieke kantoren.

Meer info: mail : frjacobs@telenet.be

We combineren de zakencentra met incubatiediensten.

Onze bedrijfsincubators dienen als een startplatform voor jonge en kleine bedrijven. We bouwen uw bedrijf op een op maat gemaakt tijdsbestek met weinig of veel betrokkenheid van onze expertteams.

Indien nodig, zullen we de volledige opstartfase voor u doen en u vervolgens leren hoe u het bedrijf kunt runnen. We blijven ondersteunen in de volgende fasen van uw groeicyclus.

We bieden alles van virtuele ondersteuning, rent-a-desk, secretariaat ondersteuning via "plug & play" bedrijven (bijvoorbeeld transportbedrijven met vrachtwagens, chauffeurs en een transportlicentie), IT bedrijven, bouwbedrijven, management vennootschappen, investeringsvennootschappen, productie etc...
We bieden een intensieve zakelijke ondersteuning met toegang tot financiering en experts  om uw bedrijf echt te laten groeien.

Wat zijn de voordelen van onze incubator voor bedrijven?

         Minimale opstartkosten: we bieden concurrerende ‘huur’ tarieven, die helpen bij het minimaliseren van kosten zodat u zich meer kunt concentreren op het ontwikkelen van uw bedrijf in plaats van u zorgen te maken over het betalen van de volgende grote rekening.
         De manager, programmabeheerders, het ondersteunend personeel en andere consultants bieden voortdurende assistentie aan de incubator.
         Directe ondersteuning door netwerkmogelijkheden met andere eigenaren en beheerders van kleine bedrijven.
         Ruimtes voor gedeeld gebruik: receptie,  showroom, vergaderzalen in elk gebouw
         Trainingsruimtes en centrale kantoordiensten: maximaal 2 of 4 uur per dag.
         Werving & selectie: we zoeken het personeel en experts die nodig zijn voor een snelle start.
         Wij doen de administratie. U kunt zich richten op uw bedrijf.
         We lobbyen bij de Roemeense overheid om uw zaken, vergunningen en subsidiebestanden te vergemakkelijken en te faciliteren (15 jaar ervaring).

Meer info: mail : frjacobs@telenet.be

vrijdag 4 oktober 2019

Business incubators we build your business and company in Romania

Business incubators  we build your business and company in Romania

For more info mail: frjacobs@telenet.be

We are specialized since 15 years in company formation in Romania. Our company registration in Romania has been crossing the border of 100 clients.

Our business incubators serve as a launching platform for young and small businesses. Start-ups, which are dynamic entities need support and our incubators are providing this support. We build your business on a tailor made time frame with little or a lot of involvement from our expert teams. If required we will do the entire start-up phase for you and then teach you how to run the business and keep supporting you in the next phases of your growth cycle.

Our business incubation provides SME’s and start-ups with the “nurturing” environment needed to develop and grow their businesses. We offer everything from virtual support, rent-a-desk, secretary support through “plug & play” tailor build companies ( e.g. transport companies with trucks, drivers and a transport license) and everything in between for different sectors.

We offer hands on intensive business support, access to finance, experts and contacts with other entrepreneurs and suppliers to really make your businesses and company grow.
We provide a nurturing, instructive and supportive environment for entrepreneurs during the critical stages of starting up a new business. The goal of our business incubators is to increase the chance that a start-up will succeed, shorten the start-up period and reduce the cost of establishing and growing its business.

What are the benefits of being part of our business incubator in Romania?

  • Minimal start-up costs: we offer competitive ‘rental' rates, which assist with minimizing costs so that you can focus more on developing your business rather than worrying about paying the next big bill.
  • Our business incubator center is uniquely positioned to offer a broad range of business assistance: on-site, business support, mentoring and training.
  • The executive director, program managers, support staff and other consultants provide ongoing assistance to incubator.
  • Secretary services with experience in start-ups and your sectorial business.
  • Instant peer support and networking opportunities created with other small business owners and managers.
  • Shared administration facilities and meeting rooms & training rooms.
  • Start-up with well-defined deliverables in the time frame that we agree with clients.
  • Shared-use spaces: reception and product display area, conference rooms in each building; training rooms, central office services : up to 2 hours per day.
  • Facilitation for your recruitment: we recruit the personal and experts needed for a quick start
  • The experts in our business incubator handle the local government and license and permit issues. You can relax. We will accelerate and facilitate the time consuming files and we always get what you need.
  • And last but no least we provide with a secure environment in offices were the employees can enjoy the working day.

Mail for more info: frjacobs@telenet.be