Ready-made company in Romania: a fast start for business in the EU

Investors who must be trading in the EU without delay often prefer an operating corporate vehicle to incorporation from scratch. Control then passes to the purchaser over an entity whose constitutive documents are signed and whose registration data is in place, carrying a corporate record of its own. Such a purchase is what the market calls a ready-made company in Romania.

Before the deal closes he must establish what activity it carried on, what turnover and liabilities it recorded and what tax status it holds. That same review covers arrears and litigation; employees and assets; licenses and subsisting contracts. The beneficial owner, the administrator and the shareholders call for the closest scrutiny.

In this article I set out how the purchase works and which documents to examine beforehand. I also cover how the shares pass to a new owner, whether any bank account survives the change and which costs to allow for.

Why foreign entrepreneurs prefer an existing Romanian entity

Romania attracts foreign entrepreneurs through more than its relatively accessible cost of doing business. Its principal advantage is that a company registered here enters the legal and economic area of the EU. Membership opens the single European economic area, home to around 450 million consumers, and under EU rules capital and investment move freely across the Union.

Purchasers arrive with widely different aims. Some want to build a venture or a partner network inside the Union. Others set up a European operating division for dealings with counterparties in Germany and Italy, in France and the Netherlands and elsewhere across the Union, or place production and logistics there.

Geography plays a substantial part as well. Trade routes linking Central Europe, the Balkans, the Black Sea region and Türkiye cross on Romanian soil. That opens further room for anyone dealing in physical goods; in manufacturing and distribution; and in logistics.

Full accession to the Schengen area from 1 January 2025 became a further factor. Where regular transport; warehousing; distribution; and cross-border trade are involved, this is more than a political status: it changes how day-to-day operations are arranged.

An established industrial base is another reason for investor interest. Romania now belongs to the production and supply systems of large European and international groups. Its role shows most clearly in the automotive industry; in pharmaceuticals and the chemical sector; and in electronics and the manufacture of aviation components. The European Commission points to the influence of foreign manufacturing clusters on productivity growth in these sectors.

A foreign entrepreneur, in other words, need not build a business from nothing and establish a position in the European economy unaided. He or she may buy a ready-made company in Romania and use it as the base for further commercial development.

A business already trading, or incorporation from scratch

Purchase can be justified where the investor treats three things as essential: preserving contractual relations and registered objects of activity that already exist; using financial and operating infrastructure built up before the sale; and shortening the time to entry on the Romanian market.

A structure of this kind has several features. It appears on the companies register with a full set of constitutive documents behind it. A registered office is recorded and the CAEN codes are settled. Where these are present, accounts stand in its name together with any licenses or permits, and it has a commercial and financial history behind it.

Terms depend on the particular object of sale. A ready-made company in Romania brings no automatic handover of that account, no tax advantage and no right to keep trading in a regulated field. Once ownership and management pass, banks, state authorities and other counterparties run enquiries of their own. Before buying, the investor must therefore look at its finances; at its liabilities and its standing with the tax authorities; at its contracts and at its ownership structure.

What a ready-made company in Romania includes

The deal is normally effected by a transfer of shares in a limited liability company, the societate cu răspundere limitată or SRL, where the units of participation are called părți sociale. Ownership changes, or the composition of shareholders does, yet the company survives and its legal personality continues. Rights and obligations that arose earlier; contracts concluded and commitments assumed; the record of its activity and corporate changes: all of this remains with the same entity however the shares change hands.

Two very different objects go by the label of a ready-made company in Romania. At one end is a recent registration with no activity behind it; at the other, a business already trading, with turnover and employees; with contracts and assets; and with a client base. Before documenting the deal, therefore, the purchaser needs full information about the object.

• the Trade Register file;
• the constitutive document;
• its founders, its directors and its beneficial owners;
• the address on record;
• its CAEN codes;
• annual accounts;
• the accounting records;
• fiscal standing;
• arrears;
• assets, liabilities and litigation;
• subsisting contracts and licenses;
• any bank account included in the offer.

Age is no indicator of reliability. The opposite comes closer to the truth: the older the target, the longer the period of activity that a review must cover. Over that period the review extends to accounting and fiscal reporting; trading operations; who has owned the capital and who has sat in the management bodies; and anything owed that could weigh on the risks the purchaser assumes.

Requirements on share capital deserve separate treatment. Under the regulation in force, a newly established SRL needs a minimum capital of 500 RON. For an entity already registered, the figure becomes 5,000 RON as soon as the prior year's accounts put net turnover past 400,000 RON. Anything registered before the new requirements entered into force must be brought into line with the levels the law lays down, within the period prescribed.

Even where the seller presents it as dormant, the buyer should first examine its reporting and tax status; its arrears; the movement on its bank accounts; and its performance of the corporate and administrative duties prescribed by law. Absence of current commercial operations does not mean that no obligations or breaches arose along the way.

How to buy a ready-made company in Romania

Much depends on the object's condition and on the structure of the deal, but the process usually runs through four standard stages.

Stage 1. Choosing the object

Clear criteria have to take shape before the search begins. A company may be acquired for a rapid launch of the buyer's own project as readily as for the continuation of an activity that already exists, and the requirements differ accordingly.

The purchaser establishes at this stage how the target actually stands, in particular:

• when it was registered;
• the presence or absence of economic activity;
• objects of activity registered under CAEN;
• the tax regime applied;
• the financial indicators and the composition of the assets.

Assessment further covers the workforce; arrears to the state and to counterparties; unperformed obligations; litigation and enforcement proceedings; banking relations in force; licenses and permits; and the record of filing financial and tax reporting.

Drawing the distinction between two different options carries particular weight here. A clean shelf company in Romania suits anyone who has to launch a project of his own quickly. Something already trading is an object of investment of another kind. Working contractual relations; assets and personnel; licenses; a client base and whatever else makes up the business can all reach the buyer with it. Its obligations and past, however, then demand thorough examination. What exactly the purchase is meant to achieve should be settled in advance, because the search criteria, the price and the depth of the legal and financial examination all depend on the answer.

Stage 2. Due diligence

Due diligence ranks among the principal stages of the transaction. The aim is for the purchaser to understand what he acquires and which obligations may pass to him with it.

Stage 3. Recording the change of shareholder

With the deal signed, the parties execute the share transfer in due form and file the amendments at the Oficiul Național al Registrului Comerțului (ONRC). As a rule that means signing the instrument by which the shares are assigned, adopting the corporate resolutions the constitutive document requires and assembling the incoming shareholder's documents. Simultaneously the parties bring the constitutive act and the register entry up to date. Where the law calls for it, they also file current beneficial-owner information.

With the documents ready, the application and its annexes go to ONRC so that the changes are registered. Once the statutory steps are done, the file shows the incoming shareholder and the remaining amendments. Where the administrator also changes, the parties document that separately. Appointing an incoming administrator calls for a corporate resolution and the submission to ONRC of whatever documents and applications the applicable rules of registration prescribe.

Stage 4. Documenting the purchase

Two preliminary instruments often precede a foreign purchase here. First comes a non-disclosure agreement, usually signed before the seller discloses any financial, corporate or commercial information. Second comes a letter of intent, which records the main parameters of the intended transaction, among them the object of purchase; the indicative price and the timing; the terms of the review and other material understandings.

Principal among the documents is the sale and purchase agreement. It is sensible to define in detail there:

• the subject of the transaction;
• the price;
• the payment terms;
• the timing;
• the seller's warranties;
• what obligations the target carries;
• the tax warranties;
• the procedure for handing over documents;
• the liability of the parties;
• the consequences of discovering hidden obligations.

ONRC permits registration documents to be filed online where the established requirements as to format and electronic signature are observed.

A company sold with its bank account

Sellers frequently advertise a target whose bank account is already open. Presence of an account does not mean, however, that the incoming shareholder will be free to continue using it without further procedures.

Once the shareholder changes, the bank may repeat its client checks under know your customer (KYC) and anti-money laundering (AML) procedures. What the particular institution requires varies, but an updated client profile calls for:

• the new shareholder's documents;
• beneficial-owner information;
• the incoming administrator's documents, and those of anyone else entitled to operate the account;
• information on the nature and expected scale of the activity;
• the business model and the sources of income;
• information on principal counterparties and business partners;
• information on intended directions of international payments and countries of operation;
• projected volumes and character of cash flows;
• documents confirming the origin of funds;
• contracts, invoices, commercial offers, transport documents and other materials confirming that the economic activity is real.

After the check the bank may request further documents or information, and in individual cases it may revise its service terms or apply the measures its internal rules provide for in respect of the account. An active bank account should therefore count as a potential advantage on the purchase of a ready-made company in Romania rather than as an assurance that it will stay open on the previous terms.

Banking history at the target deserves particular attention. Before completion it is worth finding out whether restrictions on the account, arrears, incomplete checks, doubtful operations or other circumstances exist that will affect further service.

A licensed target on offer

Holding the matching CAEN code does not by itself open every field of work to a registered firm. The code fixes what activity has been declared; in regulated fields, however, a license, a permit or an accreditation is required, or compliance with special conditions.

Where a ready-made company in Romania is presented as licensed, two things need checking: the standing of the permit itself, and whether the matching activity appears in the registration file.

• which authority issued the document in question;
• whether it is in force at the date of the transaction;
• what limits attach as to duration, territory or type of work;
• whether the legislation calls for notice or a fresh permit when the shareholder, beneficial owner or administrator changes;
• whether the conditions on which the authorization is kept have been observed.

Survival of a permit through a sale rests on its type and on the regulator's own practice. Sometimes it attaches to the SRL and may survive a change of shareholder; elsewhere any movement in ownership or management calls for clearance beforehand, for notice to the authority, or for a fresh instrument altogether.

A seller's word on the point is therefore no basis for an investment decision. Buying a going concern, the purchaser should call for the underlying papers and satisfy himself both that they are valid and on what conditions they operate. Where necessary, he confirms with the competent authority that the activity may continue after completion.

Corporate taxation in Romania

Profit under the general regime is taxed at 16 per cent. An applicant satisfying the statutory conditions may instead qualify for the special micro-enterprise regime, whose leading test for 2026 is an income ceiling of EUR 100,000. Staying under that figure settles nothing on its own: the other statutory conditions apply as well.

Fiscal standing on the day of sale, and conformity to the conditions of the regime claimed, therefore both need checking. Analysis is best aimed at:

• the size and structure of income;
• indicators for previous financial periods;
• the types of activity carried on;
• staffing and the conditions tied to it;
• the structure of participation in the capital and the presence of related companies, where this bears on entitlement to the regime;
• the declarations filed and the performance of fiscal obligations;
• arrears or other tax-authority claims;
• the grounds on which the present regime rests and the circumstances capable of terminating it.

Whether the regime survives the purchase, and a shift in what the target actually does, carries particular weight. What the purchase of a ready-made company in Romania puts under assessment is its own tax position, its record and whether the regime can lawfully be applied in future.

Whether the target is registered for VAT bears directly on invoicing; on the computation of tax; and on dealings with counterparties at home and abroad. Before closing, the purchaser establishes whether that registration exists. He also checks that its VAT status is current and that no unperformed tax obligations remain outstanding, and he analyses the VAT reporting filed earlier against what was actually done.

The vehicle outlives its owners, so whatever rights and duties arose earlier do not lapse of themselves. Its corporate, accounting and fiscal record in practice follows the target to its new owner. Before completion, therefore, the purchaser checks how correctly those duties were performed in previous periods. In particular, the buyer should establish:

• whether accounting was kept to the applicable requirements;
• whether mandatory financial and tax reporting was filed;
• whether fiscal and other obligations to state authorities were performed;
• whether arrears, overdue payments or unsettled obligations exist;
• whether financial statements were drawn up for the relevant reporting periods;
• whether primary documents and other confirmations of business operations exist;
• whether tax audits or other control measures identified breaches earlier.

Sectors where the purchase is commercially justified

The market here draws several kinds of entrepreneur: technology houses and manufacturers; traders and logistics operators; professional service firms. What a ready-made company in Romania offers the buyer is what determines its value: access to infrastructure already formed; to permits and registrations in force; to commercial relations and personnel; to assets; or a shorter route to market.

What the purchase costs

There is no fixed market price for such objects. Value in a particular case follows from the target's corporate, financial and commercial characteristics taken as a whole.

• its age, and how much of that age it spent trading;
• the presence of a positive or a negative financial history;
• the size and structure of revenue;
• how profitable the business is;
• the current tax regime and the record of its application;
• registration for VAT purposes;
• banking service as it stands;
• licenses and permits held;
• assets the target owns;
• immovable property, equipment or vehicles, where these enter the transaction;
• the workforce and the team that has been formed;
• current contracts with clients and suppliers;
• the client base and commercial connections;
• the registered objects of activity and the corresponding CAEN codes;
• arrears to the state, to banks, to counterparties and to other creditors;
• court and tax disputes;
• other obligations the purchaser may inherit.

In analysing the offers on the market, the purchaser must first distinguish a dormant company from one that trades. A shelf company in Romania means one of a certain age, with a valid corporate status and the registration data required, but with no client base; no material turnover; no assets; and no commercial contracts in force. What is bought there is, in substance, a legal structure together with its registration attributes. Its price differs materially from that of a going concern.

Buying a going concern, the purchaser obtains more than the entity itself: access to client and supply relationships; to current contracts and employees; to tangible and intangible assets; to banking relations; to licenses and commercial history. Two companies of identical legal form and age may accordingly command entirely different prices.

The figure a seller quotes rarely covers the whole outlay. Spending on the deal itself and on keeping the vehicle running afterwards belongs in the calculation too: the fees of lawyers and corporate advisers; the legal, technical and financial review; the preparation and execution of documents; the registration of changes; accounting support and tax consulting; banking procedures and other professional services.

Where a going concern is acquired, the purchaser must also assess the economic value of its assets, of its obligations and of its future cash flows.

Conclusion

Acquiring an entity that already exists is a convenient way to begin business in Romania. Precisely what the purchaser obtains varies with the particular object: a registration already made, a corporate structure and, possibly, a certain history of activity. Such a firm is not, however, a universal package with a bank account that works automatically, with tax reliefs or with licenses. Each of these elements calls for a separate check.

I provide complete support when a client buys a ready-made company in Romania. My work covers the legal, financial and tax audit; verification of shareholders and administrator; of arrears and financial statements; of CAEN codes and litigation history; of banking relations and of the beneficial owner. Once the transaction is agreed, I help to place that change of shareholder on record correctly and to register the corresponding changes with ONRC.