Anunţuri
Ministerul Agriculturii si Dezvoltarii Rurale prin Directia Generala de Dezvoltare Rurala - Autoritatea de Management pentru Programul National de Dezvoltare Rurala (PNDR) 2014 -2020 informeaza beneficiarii si potentialii beneficiari cu privire la masurile de mediu si clima aplicate în anul 2017 pe terenurile agricole. Masurile de dezvoltare rurala adresate utilizatorilor de terenuri agricole care faciliteaza acordarea unor plati anuale, pe hectar suprafata agricola pentru compensarea totala sau partiala a costurilor suplimentare si pierderilor de venit suportate de fermieri se regasesc în Masura 10 -  Agro Mediu si clima. Masura 11 - Agricultura ecologica si Masura 13-  Plati pentru zone care se confrunta cu constrângeri specifice

Pentru informatii detaliate accesati link-ul:
http://www.madr.ro/pndr-2014-2020/implementare-pndr-2014-2020/masuri-de-mediu-si-clima.html
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Principii jurisprudenta CEDO -  1.04.2017
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Formularul informatic P4000 privind inventarul centralizat al bunurilor
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Programe Guvernamentale pentru IMM
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Program cu finantare externa PA 05 – Eficienta Energetica

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MAI diversifica modalitatile de plata a taxelor pentru eliberarea pasapoartelor si a permiselor de conducere*

semnificatia codurilor meteo
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Cluj Info Point for Foreign Investors » SETTING UP A COMPANY

SETTING UP A COMPANY

Any person subject to taxation established in Romania who has or intends to have an economic activity that implies operations that can be taxed and/or exempted from VAT with deduction rights must register for VAT with the qualified fiscal authority. The forms are sent by the Trade Registry to the qualified tax authority in 3 days from the date of company registration. The Ministry of Finance issues a separate certificate with the VAT number and the start date for VAT purposes.

  • » Main steps to be followed when incorporating a company in Romania for foreign individuals

    • » Company name’s reservation certificate

      Duration:  on the spot
      The certificate:
      • issued by the Trade Registry
      • validity 3 months
      • proves the availability of the proposed company name
      • makes a reservation of the name
       

    • » Statutory documentation

      Duration: within hours
      Articles of incorporation:
      • the By-laws, for limited liability companies with a sole shareholder,
      • the By-laws and the company’s articles of association, either as distinct documents, or, based on the option expressed by the shareholders, as a single document, under the name of “constitutive act”
      • issued by a public notary, a lawyer, or a legal counsel.
       

    • » Banking documents confirming the social capital of the company

      Duration: up to 1 day
      Deposit funds in a bank and obtain a document confirming bank deposit of sufficient funds

    • » Fiscal record for the company associates and the legal representatives or/ and affidavit
       
      Duration: on the spot issuing, in the presence of the tax payer or its representative

       Fiscal record:obtained from the general department of the public finance department;
       validity: 30 days.
      An affidavit for non-resident associates or for the associate not registered for tax purposes in Romania, proving that he is not in tax debt
      Duration: within hours Affidavit:
      • must be presented in original or in certified copy
      • if necessary accompanied by a notary certified translation
       

    • » Registration certificate comprising the unique code of fiscal registration, court registration, publication of notice, and registration for statistical purposes and social security

      Duration: 3 days
      The unique code of fiscal registration:
      • is granted by the Ministry of Finance;
      • the data in the registration request is transmitted per officio to the Ministry of Finance;
      • the Ministry of Finance grants the unique code of registration within 8 hours;
      • attests that the company is recorded as a corporate and income taxpayer.

      According to law, together with the performance of the registration, an excerpt of the resolution is sent per officio to the Official Gazette for publication in part IV.
      Moreover, within 30 days of company’s registration, the new company must file the tax registration form with the Ministry of Finance to register as a profit-tax and social-contributions payer.

      All information regarding incorporation forms, necessary documents, as well as taxes and tariffs chargeable for the incorporation process are available on the  web-site www.onrc.ro, on “Formulare” section, “Taxes and Tariffs” section and “Formalitati – guide no. 1 – mandatory documents for professionals incorporation and authorization as legal entity”.   

      Documents needed for the incorporation process:
      • Incorporation form (original);
      • Proof of availability and reservation of the company name (original);
      • Proof of sole shareholder quality in a private liability company or the proof of the private liability company with sole shareholder not being sole shareholder in another incorporated private Liability Company (original);
      • Document of association/ memorandum (original);
      • Proof of the Registered Office right of use; the Registered Office must be enrolled at Public Finance Administration Office which it belongs;
      • The certificate issued by the Public Finance Administration stating there is no other document recorded to prove handing, with onerous or pro-bono (gratuitous) title, the right of use for the Registered Office (obtained through The Trade Register Office);
      • Statutory declaration, in genuine form, related to compliance with the condition stated in previous point (in case there are recorded documents to prove handing the right of use for the Registered Office);
      • If the case, notice of change for collective residence, under the Law no. 230/2007 (completed standard form, original);
      • Proof of payments for intakes subscribed by shareholders (copy);
      • Statutory declarations of the founder/administrator/censor or legal representative person named administrator or censor to prove legal right of those qualities (original);
      • Identity cards of the founders, administrators, censors and auditors (copy);
      • Legal entity representatives’ specimen (original);
      • Fiscal record information proving no fiscal debts (original) and, if the case, authorised translation, with signature legalised by public notary, issued for: associates or legal entity representatives, with residence/premises in Romania; or individual/legal foreign entities fiscally registered in Romania (issued through Trade Register Office); or, if the case, statutory declaration of the foreign citizen in his own name or as a legal entity representative;
      • Standard statutory declaration signed by administrators or associates which states:
        The legal entity is not carrying out declared activities, at the Registered Office or secondary premises, for maximum three years period;
      • The legal entity complies with operating conditions (mandatory for authorizing operations) provided by specific legislation such as sanitary field, veterinary field, environmental protection field and labour protection field; applied laws in accordance with declared activities.
      • If the private liability company is established by a legal entity, following documents are requested:
      • Incorporation papers of the founders, administrators, censors, both Romanian legal entities (certified copy) and foreign (original and authorised translation, with signature legalised by public notary);
      • Statutory component decision regarding the participation in company formation of the Romanian legal entities founders (certified copy) or foreign (original and authorised translation, with signature legalised by public notary);
      • The mandate of the person authorised to sign the document of association in the name and on behalf of the Romanian legal entities founder (certified copy) or foreign (original and authorised translation, with signature legalised by public notary);
      • The certificate of worthiness for non-resident legal entities who participates in the company formation, issued by the bank or the competent Chamber of Commerce in the country of nationality (original and translation copy);
      • Special empowerment (in genuine form), power of attorney or delegation issued for the persons appointed to carry out legal formalities (original);
         
         
       NOTE:
      • In the case of ole shareholder limited liability companies, if there are contributions in kind, prior appointment of an expert accountant by the director of the trade register office attached to the law court and/or the authorized person/s is required for valuation thereof. Such application shall be submitted to the trade register office by payment of register fee.

      • The capacity of sole shareholder shall be vetted in the case of sole shareholder limited liability companies in compliance with art.14, paragraphs 1-2 of Law no. 31/1990, republished, as subsequently amended and supplemented;

      • In compliance with the provisions of art.17, paragraph (2) of Law no.31/1990, republished, as subsequently amended by GEO no.54/2010 on certain measures for fighting tax evasion, more companies may operate at the same registered office only in case the housing unit, by its structure, allows operation of more companies in different rooms or in spaces distinctly parted. The number of trading companies operating in a housing unit cannot exceed the number of rooms or distinct spaces obtained by parting;

      • The certificate issued by the competent Fiscal Office, as provided for by GEO no.54/2010 on certain measures for fighting tax evasion, shall be obtained by filling out the application for registration at the National Agency for Fiscal Administration (ANAF), approved by Order no. 2112/2010 of the President of ANAF whereon fiscal stamps in a value of 4 LEI shall be attached. Such application shall be attached to the application for registration in the trade register.

      • Copies of the proving documents shall be certified for conformity with the originals by signature, and legibly writing the name, by the persons who are, according to the law, authorized to fill out and sign the application; in the case on non-resident natural or legal persons, originals or authenticated copies shall be filed and the translation thereof, by an authorized translator whose signature is authenticated by a notary public;

      • Settlement of the application lies with the director of the trade register office attached to the law court and/or the appointed person or persons who may dispose submission of proving documents other than the ones already specified;

      • Assistance departments of the trade register offices attached to law courts may draw up documents, obtain authentication or, where appropriate, grant a definite date or provide for guidance for properly filling out the application for registration, against payment of a fee;
      Forms are provided for at the trade register offices or may be downloaded on the internet (www.onrc.ro);

      • The application for incorporation, the documents provided for by law and the evidence of payment of the legal fees and charges, filed and numbered, shall be submitted by the requester directly at the trade register office attached to the law court, by mail, with declared-value letter and notice of receipt or by electronic means. The application sent in electronic form shall have the extended electronic signature incorporated, attached or logically associated;
      • The documents whose registration, change or publication is requested at the trade register office attached to the law court shall be drawn up by the requester in Romanian, shall be legible, without deletions or additions, under the sanction of rejection thereof.
                                                              ----------------------------------------------------------------
      • The Articles of Association shall be submitted in authentic form for general partnerships and limited partnerships. In the case of limited liability companies, the authentic form is compulsory if there is land among the assets subscribed as contributions in kind to the share capital; for the other situations, granting a definite date, under the law, by the notary public or by the assistance department of the trade register office, certification by an attorney in compliance with the provisions of Law no.51/1995, as amended, or conclusion of such document under private signature will be sufficient;

      • The Articles of Association shall include the clauses laid down by Law no.31/1990, art. 7, republished, as subsequently amended and supplemented, as well as the domain and main activity. All the activities set out in the Articles of Association shall be encoded according to NACE Codes, as updated by Order no. 337/2007 of the President of the National Institute for Statistics, and the object of activity shall be expressed in four-digit NACE codes for activities;

      • The documents attesting to the rights of use of the spaces designated as registered office and/or secondary offices may be: excerpt from the land record register, valid upon submission, but no older than 30 days, a purchase agreement, a donation contract in authentic form, certificate of inheritance, notary document certifying termination of joint possession or property delimitation, final court judgment concerning the property or the use/usufruct, final court judgment concerning termination of joint possession, minute of construction acceptance, document of adjudication of the sold dwelling within enforcement proceedings, exchange agreement, lease agreement (registered at the Fiscal Office), sub-lease agreement (registered at the Fiscal Office), concession agreement, real estate lease agreement (registered at the Fiscal Office), free-lease agreement (registered at the Fiscal Office), use agreement (registered at the Fiscal Office), usufruct agreement (registered at the Fiscal Office), valid certificate of tax record/farming tax record or any other legal document conferring the right of use, as the requester chooses. The excerpt from the land record register and the certificate of tax record/farming tax record shall be filed in the original, the other documents shall be submitted in a copy certified by the party or in authenticated copy;

      • Evidence of payments of contributions to the share capital may be submitted, as appropriate:
      - for cash contributions: deposit slip, payment order or receipt from CEC Bank;
      - for contributions in kind subscribed to the share capital: ownership title (invoices, property titles of immovable assets, including a certificate of encumbrance); as well as, where appropriate, the asset valuation report drawn up by legally authorized persons. The valuation report is compulsory for sole shareholder limited liability companies;

      • Statements of own responsibility of the persons who have, according to law, such obligation may be given in authenticated form by the notary public, in a form certified by an attorney in compliance with Law no.51/1995, as amended, or by granting a definite date by the assistance departments of the trade register offices;

      • The signature specimens of the company representatives shall be submitted to the trade register office at the same time with the application for incorporation if they were appointed through the Articles of Association and may be given in authenticated form before the notary public, the director of the trade register office or his/her substitute who shall certify such signature;

      • The legal fees may be paid in cash or by bank card at the trade register office pay desks as well as by post order or by payment order, etc.;
      In case the documents attesting to the registration in the trade register are sent by post, a fee approved by Order of the Minister of Justice shall be charged.

      Source: www.onrc.ro

       
  • » Types of Companies

    • Limited liability company (SRL)

      The shareholders’ liability is limited to the amount subscribed as participation to the company’s share capital. The share capital of an SRL must be at least RON 200, approximately EUR 46.5 (calculated at the exchange rate of RON 4.3/EUR), divided into shares with a par value of at least RON 10 each. A limited liability company may be formed by a minimum of one shareholder and a maximum of 50 (fifty). These shareholders may include individuals and/or legal entities.

      A person, either natural or legal, cannot be the sole shareholder of more than one SRL. If a person intends to form several companies, it would be necessary for a minimum of one share to be held by another person or entity. Moreover, a limited liability company cannot have, as sole shareholder, another limited liability company that is also owned by a sole shareholder.

       
    • Joint-stock company (SA)

      The shareholders’ liability is limited to the amount subscribed in the company’s share capital. Further to the amendments introduced by Law 441/2006 to the Romanian Companies Law, the minimum statutory capital for a joint-stock company shall be RON 90,000, approximately EUR 21,428 (calculated at the exchange rate of RON 4.2/EUR). Shares must be held by a minimum of 2 (two) shareholders, individuals and/or legal entities (there is no maximum limit), and can be open to either public or private participation. The par value of 1 (one) share shall not be less than RON 0.10.

           • The shareholders may empower the administrators to increase the share capital of the company with a specified amount (the Authorized Capital). Such Authorized Capital may not exceed half of the value of the share capital. For the administration of joint-stock companies two alternative systems may be elected: the unitary and the dualist system.
           • The unitary system - the company shall be managed by one or several administrators, always in an odd number, organized as a Board. The Board may assign the management of the company to one or several directors. For those companies whose financial statements are subject to auditing, such an assignment is compulsory and the minimum number of administrators is three.
           • The dualist system – the management of the company is ensured by a Directorate and a Supervisory Board:
                − The Directorate carries out exclusively the activity and management of the company and reports to the Supervisory Board;
                − The Supervisory Board exerts permanent control over the Directorate of the company and reports to the General Meeting of the Shareholders.

      The administrators and the directors, in case of the unitary system, and the members of the Directorate or of the Supervisory Board, in case of the dualist system, may not conclude a labour agreement with the company. A services provision agreement (management agreement) is required instead.

       
    • Representative office

      Usually set up by foreign companies in Romania in order to carry out noncommercial activities, such as advertising and market research on behalf of the parent company. Representative offices cannot conduct commercial activities in Romania. In order to register a representative office, company officials should apply to the Ministry Economy, Commerce and Business Environment and pay an annual fee of the RON equivalent of USD 1,200 for the license. Upon the authorization, the representative office must be also registered with the Ministry of Public Finances and with the Romanian Chamber of Commerce. An annual income tax of the RON equivalent of EUR 4,000 must be paid.
       
    • Branch of foreign company

      Does not have its own legal personality or share capital. Being a unit of the parent company, branch activities cannot exceed the scope of activity of the parent company
       
    • Consortium

      Domestic legislation allows for the conclusion of a joint venture agreement (in Romanian “contract de asociere in participatie”). Under this agreement, parties act together for the accomplishment of a common business goal. This form of doing business in Romania does not create a legal entity. Generally, one party is in charge of the bookkeeping of the joint venture.
       
    • Societas Europaea (SE)

      A SE may be created on registration in any of the EU member states in accordance with the EC Regulation 2157/2001. European law requires member states to treat an SE as if it were a public limited company, formed in accordance with the law of the member state in which it has its registered office. By using the SE, businesses operating in several member states can establish themselves as a single company, rather than following different rules for each country in which they have subsidiaries. SEs is only suitable for large companies. Limited liability companies are the most popular vehicles among local and foreign investors for carrying out business activities in Romania, because they have fewer administrative requirements and greater flexibility in operations than other types of companies. They also have a low initial capital requirement. However, the number of joint-stock companies in Romania is increasing, because of their attractiveness to investors interested in equity investing.

      A joint-stock company must be set up whenever:
           a) The company wants to carry out certain types of activities (e.g. insurance, banking activities etc.);
           b) The entrepreneurs foresee any advantage or necessity with respect to the acquisition of its own shares by the company (for instance, offering them to the managers);
           c) The entrepreneurs plan to list the company on a stock exchange or on the OTC market;
           d) The entrepreneurs contemplate financing the company through issue of bonds or other financial instruments;

      The other forms of doing business are not common among foreign investors in Romania. However, foreign investors still use representative offices if their activity only involves promoting one of their group companies in Romania. Branches are mainly used in cases where foreign investors plan for a short presence in Romania or if the investors decide, for capitalization (in the case of banks) or commercial reasons, not to legally separate the Romanian entity from the parent company.

       
    • Sursa: http://www.romtradeinvest.ro


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Setting Up a Company