How to set up a company on your own.
Updated: 5 days ago
You need no expert. You can set up a company on your own and everything is done online.
In recent years, various apps and services started to provide quick and low-cost registration of limited liability companies (SRL). They are a true sign of progress towards digitalization of a field that has traditionally lacked innovation and efficiency. At least, they save you from physical files and a few trips to public authorities.
You will pay an average price between RON 300 and 1,000, depending on the specific services that you acquire and, obviously, the profit margin applied by the supplier.
However, is it necessary to have this expense?
Not necessarily. Now you can set up a SRL company on your own, online, without an external consultant. Below we will show you the steps.
1. Register for free on the ONRC Portal
The ONRC portal is the official website of the Trade Register, where anyone can create a free user account in order to set up a SRL company.
You just need a valid email address, which you probably already have.
2. Get an electronic signature
In order to set up a SRL company, you need an electronic signature. The electronic signature is obtained in a few minutes by filling out the application on the website of an authorized provider of your choice. You will then go through an identity verification procedure, for which a smartphone or laptop suffices.
An electronic signature is, anyway, necessary to meet the ever-changing requirements of tax authorities, so why not use it to save money when setting up your business?
Be careful of one thing: in Romania, only a few electronic signature providers are certified. You can find them on the page of the Authority for the Digitalization of Romania. Scroll down to the Register of certified suppliers.
Check the updated register before you start the procedure to obtain an electronic signature, to prevent surprises. For instance, DocuSign, the most popular electronic signature provider, is not (yet) accredited in Romania.
3. Choose the name of your company
The creative job of chossing a name when setting up a SRL company is, of course, yours. You can find numerous recommendations and criteria drawn up by specialists with a simple Google search, or, if you have the budget, you can use branding agencies or various solutions such as Fiverr, UpWork or 99Design. In certain niches, the actual name of your business may not even be relevant.
We’re not talking about the creative part, but how to check if your choice works. You have two things to do:
Check the availability of the name on the ONRC portal. After registration of your user account, find in the left menu the heading "Check availability and online name reservation". If the requested name is available, download the supporting document and save it. It is a mandatory step to set up a SRL company and you will need the proof of reservation at a later stage.
Check the domain availability. To create a presentation website, a domain name is required. You can buy one from ROTLD for ".ro" extensions or from other providers, such as WhoIs or GoDaddy for ".com" or other extensions. Do this step only if you’ll have a website, after setting up the SRL company. Only for the registration of the company, you don't need it.
4. Follow a linear procedure on the ONRC portal
To to set up a SRL company, in the left menu of the user account, you can find the heading "Registration in RC and PJ authorization". This is how the registration process begins and continues with filling in the fields automatically generated by ONRC with your information. For example, at first you will fill in the name of the future company, the headquarter's address, or information about the shareholders.
After completing a page, save it (press the corresponding button) and one of the following will happen:
ONRC will automatically generate a form. Download the form, apply the electronic signiture and upload it back to the site.
ONRC will ask you to upload external documents, such as the articles of incorporation. This only happens at the end, after the rest of the procedure is completed. More details in the next chapter.
5. Prepare the necessary documents
Apart from the forms automatically generated by the ONRC portal, you have below a list of documents required to set up the SRL company. The final stage of registration requires upload of these documents to the ONRC portal.
Articles of incorporation - this is the agreement (contract) between the founders of the company. For a sole shareholder company, download these articles of association, for more than 2 shareholders, download these articles of association. Both are updated with legislative changes and have been accepted by the Trade Register for company registration.
In the articles of association, you have to fill in the CAEN code. Nothing complicated: check CAEN codes online, by starting with what your company does. You need to insert a class and a group within the articles of association. If you have secondary activities, enter the CAEN code for them as well.
Some CAEN codes must be authorized. For example, the one for online stores (CAEN 4791 - Retail trade through orders or via the Internet). This can be done on the ONRC portal, by selecting the public authority which gives the authorization.
Proof of the right to use the headquarter - it can be a property title (for example, a sale-purchase agreement) or another contract (for example, a free use contract or a rental agreement).
Scan copies of the shareholder’s identity cards.
Ultimate beneficial owners statement (UBO Statement) - if you use our articles of association, it is already included and no separate submission is reauired. If you use another model, download its content from the ONRC portal.
Proof of name reservation - to set up a SRL company, obtain the name reservation according to the previous instructions, online, from the ONRC portal.
This is all. No, you no longer need trips to the notary public for signature specimens or to banks to open accounts. You no longer need a certain level of shared capital (traditionally, it was RON 200, it can now be 0) or to make a bank deposit before the actual registration of the company.
Just a few more things to know to set up a SRL company:
you must apply electronic signatures to all documents to be able to upload them to the ONRC portal. At least, for now.
for limited liability companies, you do not need the entire list of documents which pop at the end of procedure, but only the ones above. Select their corresponding categories from the folding menu and submit your application.
there is an administrative fee that ONRC will apply in your user account within 1-2 days of submitting the application. You can pay it instantly, by card, directly from the user account, or you can make a bank transfer.
6. What happens next?
Check the status of registration of the SRL company in the same user account, under the heading "File status". If ONRC has any observations or requests related to your application, they will appear under this section and you might need to submit additional documents.
This is also where you’ll pay the administrative fee of the register.
After the application is approved, you receive all the incorporation documents by e-mail.
7. Why DIY?
If you’ve read the entire article and are still debating whether to choose a professional or do it yourself, let’s add some reasons:
DIY because it’s super easy to set up a SRL company. In addition to our instructions, every step of the online procedure is automatically guided, and if you have queries, comprehensive guidelines are published by ONRC separately, in the information section.
DIY because it is the cheapest way to set up a SRL company. Apart from ONRC's administrative fees, which are anyway added on top of any professional fee, you have no other costs.
DIY because you will, anyway, work with the ONRC portal at a later stage, after setting up a SRL company. Every change made to your company after its establishment will have to be submitted to ONRC. To be independent from profesional services each time the structure of your company changes, the portal is sacred and the procedure similar to the incorporation one.
Best of luck!
If you have questions and want to schedule a consultation with a specialist, go here.
