Subsidiaries

What you need to know about registering a subsidiary in Romania

The subsidiary is a dismemberment without legal personality of a commercial company, and it is registered with the Trade Registry before starting any activity.

Both foreign and Romanian companies can register subsidiaries in Romania.

A subsidiary is a ‘branch’ of the parent company. It has no legal personality, and all liability remains with the parent company.

Please find below a summary of the main documents you need to submit to the Trade Registry service:

There is no need to reserve a company name as we will add a few words to the existing company name. These are the location of the company headquarters, the word ‘subsidiary’ and the ‘name’ of the location of the subsidiary you are registering.

We can divide the documents you need into three categories:

• Documents related to proving the foreign company exists legally and is operational:
  These are the articles of association or a company registration certificate (for companies that are signatories to the Hague Convention, we will need an apostilled certificate), the most recent financial statements (profit and loss), an agreement from the associates/shareholders to set up the subsidiary that names the subsidiary’s representative and gives the length of time the representative will serve, the purpose of the subsidiary, etc.

• Documents related to the subsidiary in Romania’s activities:

We will need the Contract proving that the subsidiary has the right to use the space where it will operate from. It is not necessary to deposit any share capital or submit articles of association since the subsidiary does not have its own legal personality. In addition, we will add some standard forms. 

• The declaration and the specimen signature of the subsidiary representative, who is the person who will represent the subsidiary in relation to third parties.

If you wish to expand your company’s operations by establishing a subsidiary, we can help you prepare your registration submission.

After that, and depending on the type of business, you will need various licences or permits.

If you need help setting up a Romanian subsidiary of your company, don’t hesitate to get in touch.