Accounting ONE – establishment of SRL in Brasov. Establishment of the company, is a simple process with which we help you from A to Z.
Guide establishment of SRL Brasov
- Legislative framework
The establishment of SRLs is regulated by the Companies Law no. 31/1990, with subsequent changes and updates.
- Fiscal news with a major impact on companies, in force from August 2022 and from January 1, 2023
Government Ordinance no. 16/2022 entered into force on August 1 and brings new fiscal changes, including for commercial companies.
As of August 1, 2022, the possibility of association without legal personality between a taxpayer paying a specific tax and another entity, including a natural or legal person, has been repealed.
Between August 1, 2022 and December 31, 2022, the level of excise duties for gasoline, diesel fuel, LPG, natural gas, kerosene, coal, coke and electricity will decrease.
Starting with 01.01.2023 there are numerous fiscal changes. Thus, the tax rate on dividends will be increased from 5 to 8%. At the same time, the specific tax is repealed.
Moreover, starting with the first day of 2023, legal entities active in the HORECA field (CAEN codes 5510, 5520, 5530, 5590, 5610, 5612, 5629 and 5630) can choose to pay the microenterprise income tax or the profit tax.
The list of categories of Romanian legal entities that cannot be micro-enterprises is modified:
● legal entities that carry out their activity in the banking field;
● legal entities that carry out their activity in insurance, reinsurance, capital markets and other intermediation actions in these fields;
● legal entities operating in the gambling industry;
● legal entities that carry out their activity in the field of exploitation, development and exploitation of natural gas and oil deposits.
Legal entities, except those that carry out their activity in the HORECA fields above, can choose to be taxed on the income of micro-enterprises, starting with the fiscal year following the one in which they carry out their activity under the micro-enterprise regime, if they have not paid tax on the income of the micro-enterprise after the date from January 1, 2023.
Also in the HORECA field, the VAT level increases from 5 to 9%. This means that VAT will increase both for hotels and for camping, catering and restaurant land.
Activities in agriculture have as a change the fact that starting from January 1, 2023 and until December 31, 2031 inclusive, a reduced VAT rate (9%) is applied to fertilizers and chemical pesticides.
A rate of 19% is applied for the delivery of alcoholic and non-alcoholic beverages that contain sugar, sweeteners or flavors. This includes CAEN NC codes 2202 10 00 and 2202 99. In the case of firewood delivery, a reduced rate of 5% is applied until December 31, 2029 inclusive.
Necessary documents for the establishment of the SRL Brasov company
The establishment of an SRL requires the following documents:
● Copy of the identity documents of the company's associates;
● Copy of the identity documents of the company administrators;
● Copy of the lease agreement for the registered office - it can be at home, in a rented building or at a lawyer's office. In this last option, you can be hosted for a maximum of 12 months;
● The constitutive act;
● Loan agreement and certificate from the Owners' Association (if applicable);
● Declarations of associates;
● Statements of administrators;
● Specimen signature of the administrator.
Steps for establishing the company SRL Brasov
1. Establishing the object of activity:
The classification system is used by CAEN codes (Classification of Activities from the National Economy), both for the main activity and for the secondary activities.
2. Reservation of the company name:
In this sense, a verification request must be completed, available on the ONRC (National Office of the Trade Register) website.
The form on the website must be completed with three variants of the name for the company, in order of preference. They will be checked, then the available name will be communicated.
3. Establishing the registered office:
This means choosing a location for the company's activity.
This can be an apartment or a building, for which you must have either a property contract, a rental contract or a mortgage.
4. Establishment of associates and administrators of the SRL:
An SRL can have up to 50 associates. As the social capital cannot be less than 1 leu, each associate will have to bring at least 1 leu. As a general rule, the social capital is divided into equal social shares. If a company has two associates, the minimum share capital is 2 lei, and each associate holds a social share worth 1 lei.
The company's associates elect the administrator or administrators. They can even be company associates or outsiders. The administrator deals with the management of the company's activities and ensures compliance with legal procedures and norms, approves the annual financial situation, submits tax returns and pays dividends to associates.
5. Establishing CAEN codes:
Economic activities in Romania are grouped by CAEN classes, expressed by a four-digit code. Depending on the activities carried out, the SRL may have several CAEN codes.
Any SRL type company can have only one main CAEN code. It indicates the basic activity of the company. Besides this, SRLs can have an unlimited number of secondary codes. The main code is entered on the Registration Certificate, and the secondary codes, in the company's constitutive act.
6. Preparation of the constitutive act
The constitutive act is the most important document required for the establishment of an LLC. It must include the identification data of the company's associates, the role held by them and information about the registered office
7. Deposit of share capital
The next step consists in opening a bank account and depositing the share capital of the SRL. In this sense, it is necessary for each member to submit his contribution to the bank, together with the proof of name reservation, the constitutive act and the identity documents.
The account statement will demonstrate the deposit of the share capital, which is why it must be included in the file for the establishment of the company, without the need to submit it to ORCE
8. Declaration on own responsibility
The sole associate or associations, the administrator or administrators, as well as the censor (if applicable) must complete a declaration on their own responsibility, from which it can be seen that they meet the legal conditions to hold positions within the SRL.
9. Submission of documents to ONRC
The documents presented above are submitted to ONRC. In a few days, the company will be established and the registration certificate will be issued, respectively the ascertaining certificate with limited validity.
10. Registration at ANAF
After collecting the company's documents, you have 15 days to register the SRL at the ANAF headquarters within the territorial radius of the company's headquarters.
This can be done very easily, if you submit Declaration 010 for fiscal registration and a copy of the company's registration certificate.
After checking this step, it is necessary to open a current account, make the stamp for the company and obtain models of invoices and receipts adapted to the needs of the company.
To be known after the establishment of an SRL
You have the business idea and you just received the documents for the company. Before starting your activity, it is important to consider a few things:
● You will have to be up to date with the legislation related to business, as well as with the industry in which you operate - it is essential to know which are the legislative changes that target you, in order to be up to date;
● Make sure you have all the necessary authorizations for the proper functioning of the business - many times, approvals and/or authorizations are needed. Both at the beginning of the business, as well as along the way, it is advisable to have all the necessary authorizations. Otherwise, you risk fines that can affect the integrity of the company;
● Document yourself thoroughly and choose one good accountant - if in the case of a PFA, the accounting can be done by the founder, for a company, it is necessary to hire specialized staff. A good accountant will know how to manage your income and expenses, so that your ideas bear fruit. Also, the accountant must make numerous calculations, draw up balance sheets and liaise with the state, in order to submit some declarations; the accountant is an essential element for the smooth functioning of any business. Find the right accountant for your business. We are a phone call away.
The establishment of an SRL requires the following documents:
● Copy of the identity documents of the company's associates;
● Copy of the identity documents of the company administrators;
● Copy of the lease agreement for the registered office - it can be at home, in a rented building or at a lawyer's office. In this last option, you can be hosted for a maximum of 12 months;
● The constitutive act;
● Loan agreement and certificate from the Owners' Association (if applicable);
● Declarations of associates;
● Statements of administrators;
● Specimen signature of the administrator.
1. Establishing the object of activity:
The classification system is used by CAEN codes (Classification of Activities from the National Economy), both for the main activity and for the secondary activities.
2. Reservation of the company name:
In this sense, a verification request must be completed, available on the ONRC (National Office of the Trade Register) website.
The form on the website must be completed with three variants of the name for the company, in order of preference. They will be checked, then the available name will be communicated.
3. Establishing the registered office:
This means choosing a location for the company's activity.
This can be an apartment or a building, for which you must have either a property contract, a rental contract or a mortgage.
4. Establishment of associates and administrators of the SRL:
An SRL can have up to 50 associates. As the social capital cannot be less than 1 leu, each associate will have to bring at least 1 leu. As a general rule, the social capital is divided into equal social shares. If a company has two associates, the minimum share capital is 2 lei, and each associate holds a social share worth 1 lei.
The company's associates elect the administrator or administrators. They can even be company associates or outsiders. The administrator deals with the management of the company's activities and ensures compliance with legal procedures and norms, approves the annual financial situation, submits tax returns and pays dividends to associates.
5. Establishment of CAEN codes :
Economic activities in Romania are grouped by CAEN classes, expressed by a four-digit code. Depending on the activities carried out, the SRL may have several CAEN codes.
Any SRL type company can have only one main CAEN code. It indicates the basic activity of the company. Besides this, SRLs can have an unlimited number of secondary codes. The main code is entered on the Registration Certificate, and the secondary codes, in the company's constitutive act.
6. Preparation of the constitutive act
The constitutive act is the most important document required for the establishment of an LLC. It must include the identification data of the company's associates, the role held by them and information about the registered office
7. Deposit of share capital
The next step consists in opening a bank account and depositing the share capital of the SRL. In this sense, it is necessary for each member to submit his contribution to the bank, together with the proof of name reservation, the constitutive act and the identity documents.
The account statement will demonstrate the deposit of the share capital, which is why it must be included in the file for the establishment of the company, without the need to submit it to ORCE
8. Declaration on own responsibility
The sole associate or associations, the administrator or administrators, as well as the censor (if applicable) must complete a declaration on their own responsibility, from which it can be seen that they meet the legal conditions to hold positions within the SRL.
9. Submission of documents to ONRC
The documents presented above are submitted to ONRC. In a few days, the company will be established and the registration certificate will be issued, respectively the ascertaining certificate with limited validity.
10. Registration at ANAF
After collecting the company's documents, you have 15 days to register the SRL at the ANAF headquarters within the territorial radius of the company's headquarters.
This can be done very easily, if you submit Declaration 010 for fiscal registration and a copy of the company's registration certificate.
If in the case of a PFA, the accounting can be done by the founder, for a company, it is necessary to hire specialized staff. a count good will know how to manage your income and expenses, so that your ideas bear fruit. Also, the accountant must make numerous calculations, draw up balance sheets and liaise with the state, in order to submit some declarations; the accountant is an essential element for the smooth functioning of any business. Find the right accountant for your business. We are a phone call away.
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