A Limited Liability Company (LLC) is one of the most popular legal forms for organising a business in Romania, due to the flexibility and protection it offers to entrepreneurs. This legal structure allows for a clear separation between personal assets and those of the company, reducing financial risks in the event of economic difficulties. For this reason, the LLC is preferred both by entrepreneurs at the beginning of their journey and by those who wish to develop their business in a structured and sustainable way.
In this guide, you will discover how an LLC operates, what obligations it entails, and how you can manage it efficiently to support your business growth.
Table of Contents
How does an SRL work in Romania?
An LLC can be established by one or more individuals or legal entities, regardless of whether they are from Romania or abroad, offering a high degree of flexibility for entrepreneurs. There are two main forms of organisation: a single-member LLC, where one person fully owns the company and makes all decisions, and a multi-member LLC, where responsibilities and rights are shared according to the ownership shares held. The choice between these options depends on the business objectives and how decision-making is intended to be managed.
One of the most important advantages of an LLC is the principle of limited liability. This means that shareholders are liable for the company’s debts only up to the amount of share capital invested, thus protecting personal assets. However, there are exceptional situations provided by law in which liability may be extended, for example, in cases of fraud or mismanagement.
From a legal perspective, an LLC must comply with a number of clear obligations. It is necessary to maintain proper accounting records, submit tax returns periodically, and pay the taxes due to the state. If the company has employees, it must comply with labour legislation, including the conclusion of employment contracts and the payment of social contributions. Additionally, the activities carried out must correspond to the declared NACE codes in order to avoid penalties or legal restrictions.
Share capital of an SRL
Share capital represents the amount of money or assets that shareholders contribute to the company at the time of its establishment, forming the initial financial basis of the business. In Romania, legislation allows for a minimum share capital of 500 lei for an LLC, making this legal form extremely accessible to entrepreneurs at the beginning of their journey. In practice, anyone can start a business without needing significant financial resources from the outset.
Although the minimum amount is symbolic, share capital plays an important role in the functioning and perception of the company. It can influence the confidence of business partners, suppliers, or financial institutions, especially in more complex collaborations. A higher share capital can convey stability and reliability, even though, from a legal standpoint, it is not mandatory.
The share capital is deposited into a bank account opened in the name of the company in the process of being established. After obtaining the registration certificate, the amount becomes available and can be used for current expenses, investments, or other economic activities. Thus, share capital is not merely a formality, but a first concrete step in developing the business.
How many employees must an SRL have?
An LLC can operate without employees, which is a major advantage for entrepreneurs at the beginning of their journey. In this case, the activity may be carried out by the director or the shareholder.
The director is responsible for managing the company’s activity and may work without an employment contract, based on a management mandate. However, there are fiscal and administrative obligations even in the absence of employees, such as submitting accounting declarations and paying related taxes.
NACE Code SRL
The NACE code (Classification of Economic Activities in the European Community) defines the company’s field of activity. Each LLC must have a primary NACE code and may have several secondary codes.
The number of NACE codes is not strictly limited, but it is recommended to choose only those relevant to the company’s actual activity. The primary code is the one that defines the main income-generating activity.
NACE codes can be modified later through a procedure at the Trade Register, providing flexibility in business development.
Advantages and disadvantages of SRL
Advantages SRL
One of the greatest advantages of an LLC is limited liability, which protects the personal assets of shareholders. In addition, this legal form offers greater credibility in relation to partners and financial institutions.
LLCs have easier access to financing, European funds, and bank loans. They may also benefit from tax optimisation, depending on the chosen taxation system (micro-enterprise or corporate income tax).
Flexibility in organisation and the possibility of having multiple shareholders are other important benefits.
Disadvantages of SRL
On the other hand, an LLC involves mandatory accounting, which means additional costs for accounting services. Compared to a sole trader, administrative expenses are higher.
There is also more bureaucracy: periodic submission of declarations, compliance with legal procedures, and ongoing administrative obligations.
In addition, managing an LLC requires better organisation and basic knowledge of fiscal and commercial legislation.
SRL vs. other legal forms
SRL vs. SA
The main difference between an LLC (Limited Liability Company) and a Joint-Stock Company (JSC) lies in the structure and complexity of the business. An LLC is easier to manage and is mainly intended for small and medium-sized enterprises, while a JSC is suitable for large businesses, with significant capital and the possibility of being listed on the stock exchange.
In a JSC, the minimum share capital is much higher, and the management structure is more complex (board of directors, general meetings, etc.). A JSC is chosen when large investments, numerous shareholders, or access to capital markets are required.
PFA or SRL
The choice between a sole trader and an LLC depends on the level of risk and the estimated income. A sole trader is easier to set up and manage, with lower costs and simpler accounting.
However, in the case of a sole trader, liability is unlimited, meaning that the entrepreneur is liable with personal assets. In contrast, an LLC provides legal protection and can become more tax-efficient as income increases.
An LLC is preferred by those who want to develop a long-term business, while a sole trader is suitable for independent activities or freelancing.
Microenterprise vs SRL
Many entrepreneurs confuse the micro-enterprise with the LLC, but they are not the same. The LLC is the legal form, while the micro-enterprise is a tax regime applicable to LLCs that meet certain conditions (for example, a revenue threshold).
Micro-enterprises pay income tax (1% or 3%), while LLCs that do not qualify for this regime pay corporate income tax (16%).
The choice depends on the structure of income and expenses, and in many cases, the micro-enterprise regime is more advantageous for small businesses.
Setting up an SRL – steps and documents
Documents required for setting up an SRL
To establish an LLC, several essential documents are required. These include the identity documents of the shareholders and the director, proof of the registered office (loan-for-use agreement or lease agreement), declarations on one’s own responsibility, and the specimen signature.
These documents are mandatory and must be prepared correctly to avoid delays in the registration process.
Company name reservation
The first official step is reserving the company name. This is done by checking the availability of the name at the Trade Register.
There are certain naming rules: the name must be unique and must not create confusion with other existing companies. The reservation is valid for a limited period (usually 3 months), during which the establishment must be completed.
The articles of association of the SRL
The articles of association are the main document of the company and establish how it operates. They include information such as: company name, registered office, object of activity, share capital, shareholders, and directors.
In the case of a single-member LLC, the articles of association are simplified but have the same legal value. This document is essential both legally and operationally.
Setting up an SRL online or over the counter
Currently, an LLC can be set up either online or by submitting documents at the counter. The online option is faster and more convenient, but it requires an electronic signature.
In some situations, physical presence may be required, for example, for the authentication of certain documents or for additional clarifications.
How long does it take to set up an SRL?
Typically, setting up an LLC takes between 2 and 5 working days, if the documentation is complete and correct.
Delays may occur due to errors in the documents, missing paperwork, or additional checks carried out by the authorities.
Administrator of an SRL
The director is the person responsible for managing and representing the company. This may be one of the shareholders or an external individual.
The director’s responsibilities include managing daily operations, signing contracts, and ensuring compliance with the company’s legal obligations.
The director’s mandate is established through the articles of association or a management contract and may be for a fixed or indefinite period.
Taxes and VAT SRL
An LLC has clear fiscal obligations, including paying taxes and submitting returns within the deadlines set by law.
Depending on its classification, the company may pay income tax (micro-enterprise) or corporate income tax. Payment deadlines are generally quarterly.
Regarding VAT, an LLC may be VAT-registered or non-VAT-registered. VAT registration becomes mandatory after exceeding a certain revenue threshold, or is optional in certain situations.
The choice of VAT status influences the company’s cash flow and commercial relationships.
Accounting and dividends in an SRL
Accounting is mandatory for any LLC and must be carried out by a certified accountant or an accounting firm. This includes recording income and expenses and preparing financial statements.
LLCs may deduct certain expenses related to economic activity, contributing to tax optimisation.
The company’s profit may be distributed as dividends to shareholders after taxes are paid. Dividends are subject to a specific tax and may be distributed periodically, depending on financial results.
Obligations after the establishment and closure of an SRL
After establishment, an LLC must comply with a series of obligations: submitting tax returns, paying taxes, and maintaining accounting records.
If the company no longer carries out activity, it may be temporarily suspended. Shareholders may also withdraw or transfer their shares.
Closing an LLC involves a deregistration procedure, which includes liquidating assets and settling liabilities. The process may take several months, depending on the complexity of the company’s situation.
Conclusion
The LLC remains one of the most efficient and secure legal forms for entrepreneurs in Romania. It offers a good balance between legal protection, flexibility, and development opportunities.
Although it involves more bureaucracy and costs than other legal forms, its advantages (especially limited liability and credibility) make it the ideal choice for most businesses.
Therefore, for entrepreneurs at the beginning of their journey or for start-ups, the LLC represents a solid foundation for growth and scaling. Making the right choice and managing the company efficiently can make the difference between a stable business and a vulnerable one.ntre un business stabil și unul vulnerabil.
