Establishing a Romanian road transport company
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To establish a Romanian road transport company we identify and execute several steps to be followed. These are:
1. Incorporating the company with the National Trade Register Office,
2. Registering the vehicles in Romania,
3. Getting approval from the Romanian Road Transport Authority, and the transport licence and the certified true copies of it corresponding to the number of vehicles used.
1. GENERAL INFORMATION ON COMPANY INCORPORATION
According to the Romanian law, both Romanian or foreign investors (and ventures) are equally treated, benefiting from the same opportunities for setting up business operations in Romania by founding separate legal bodies. These entities operate as independent bodies and are distinct from the legal units of their shareholders or partners. Businesses have their own possessions, headquarters, patrimony, appellation, registered capital, administration and bank accounts.
The company should have at least one shareholder (SRL). One person cannot have more than one company in which holds 100% of the shares. Furthermore, one company owned 100% by one person cannot have together with its sole shareholder 100% in other company. The shareholders can be all non-Romanians. The shareholders can be individuals or companies.
CHOOSING THE BUSINESS’ NAME
It is the customer’s decision regarding the name of the company, form of organization (SRL) and main field of activity in order to reserve the name with the Trade Register Office. It is also important to know that the name reservation is done in the Trade Register Office and is usually executed within one working day. The appellation must not include certain words or geographical suggestions. Some words are also subject to approval from the Government or local councils. For using the word “Romania” within the business’ title the Government’s approval is required and the procedure lasts about 30 days. The main condition to obtain such name is the following: the major shareholder of the Romanian company has to be a company with the same name as the Romanian company. Although, the company name with “Romanian” in it can be used only together with the entitled shareholder. Obtaining the corporation’s name is the start on which the subsequent documents will be issued.
All Romanian businesses need a registered address that must be the official postal address of the company and the place where the authorities can send official letters and claims, as well as where control of the tax forms is executed. All financial and fiscal documents, registers, company papers etc. must be archived at the registered office of the business. The registered address must be an existing address; no P.O. BOX address is permitted. The registered address is proven with a renting contract, property or a free-lease contract. To the contract there shall be added the copy of the property title of the landlord (contract, court decision or other ownership title). If the property is situated in a block of flats, duplex, etc. and the approval of all owners or owner’s association is required.
The inscription steps for limited liability companies (SRL): To start, the incorporation contract and/or company By-laws, as applicable, or a sole document containing all mentions required by the law, called articles of incorporation must be prepared, agreed and signed by the shareholders- Furthermore the subscribed capital must be paid upon registration of the company.
The initial capital must be subscribed and paid in cash. The law allows in-kind contribution, but cash contribution is compulsory for any type of business organization. The minimum share capital is RON 200. The share capital is divided into shares of equal value. One share cannot be less than 10 RON. Consequently, a 200 RON (around 50 euro) company can have only 20 shares, meaning that 1 share equals 5% of the share capital.
CERTIFICATE OF INCORPORATION
In the end, the corporation is matriculated with the Trade Register by issuance of a Registration Certificate. This provides registration Code valid for both the Trade Register and the tax authorities. The Registration Certificate also contains a license of acknowledgement mentioning that all requirements for commercial activities are accomplished. The corporation starts its existence and has the right to carry on its actions from the date of its incorporation with the Trade Register.
2. GENERAL INFORMATION ONVEHICLES REGISTRATION IN ROMANIA
In order to register a road transport vehicle, either for transport
of passengers or goods, in Romania there are three steps to be
A. Getting the individual approval for the vehicle from the Romanian Automotive Register (RAR),
B. Registering the vehicle with the Department for Driving Licenses and Vehicles Registration (DRPCIV),
C. Paying the first pollution tax, if the vehicle is registered for the first time in Romania, with the National Tax Administration Agency (ANAF)
A. Getting the individual approval for the vehicle from the Romanian Automotive Register (RAR)
The individual approval is granted to a vehicle holding a valid identification number, fulfils the construction requirements foreseen by RNTR-7 (Rules on individual approval, issuance
of identity cards and the certification of the road vehicles authenticity), and that has passed the roadworthiness check carried out according to the operation plan foreseen by RNTR-1
(Technical rules on registered vehicles conformity with road safety, environment protection and technical periodical inspection).
The individual approval is carried out on:
a) new road vehicles produced, imported or introduced in Romania in a quantity of not more than 10 pieces of the same type, by the same legal or natural person, and which comply
with EURO 5 norm,
b) used road vehicles that are registered for the first time in Romania and comply with EURO 3 norm,
c) road vehicles registered in Romania but of which construction features are different of those mentioned in the vehicle certificate of title.
The individual approval is not required for:
a) new road vehicles for which the original copy of the EC conformity certificate issued by the producer can be produced,
b) used road vehicles that were previously registered in a European Union Member State and of which configuration is the same as in the registration document,
To a vehicle that obtained the individual approval, the RAR issues the certificate of title.
B. Registering the vehicle with the Department for Driving Licenses and Vehicles
a) the registration is carried out only for vehicles that are approved by the RAR;
b) in case of vehicles from outside the EU it is also needed the import document from the National
Customs Authority (ANV);
c) the registration forms have to be obtained and filled in;
d) a registration form initialled by the tax body of the local administration has to be presented too
– it proves that the vehicle was recorded with the public finances for the payment of vehicle tax.
C. Paying the pollution tax, if the vehicle is registered for the first time in Romania,with the National Tax Administration Agency (ANAF)
In order to put into circulation a vehicle a pollution tax has to be paid.
The tax is calculated by the fiscal body under the authority of ANAF based on the certificate of title and on a
technical assessment done by RAR.
3. GENERAL INFORMATION ON GETTING APPROVAL FROM THE ROMANIAN ROAD TRANSPORT AUTHORITY (ARR), THE TRANSPORT LICENCE AND THE CERTIFIED TRUE COPIES OF IT CORRESPONDING TO THE NUMBER OF VEHICLES USED
In order a company to be authorized by the Romanian Road Transport Authority to carry out transport of goods and passengers, the incorporated company has to fulfil the four
prerequisites for the access to the occupation of road transport operator. These prerequisites are:
A. have an effective and stable establishment in Romania;
B. be of good repute;
C. have appropriate financial standing; and
D. have the requisite professional competence.
These conditions are considered to be accomplished in the following cases:
(a1) have an establishment situated in Romania with premises in which it keeps its core business documents, in particular its accounting documents, personnel management documents, documents containing data relating to driving time and rest and any other document to which the competent authority must have access in order to verify compliance with the conditions laid down in the legislation on access to the market;
(a2) once an authorization is granted, have at its disposal one or more vehicles which are registered or otherwise put into circulation in conformity with the Romanian legislation,
whether those vehicles are wholly owned or, for example, held under a hire-purchase agreement or a hire or leasingcontract;
(a3) conduct effectively and continuously with the necessary administrative equipment its operations concerning the vehicles mentioned in point (b) and with the appropriate
technical equipment and facilities at an operating centre situated in Romania.
(B) GOOD REPUTE:
(b1) In establishing the good repute, the authority will consider the conduct of the undertaking, its transport managers and any other relevant person. The convictions, penalties or infringements shall include convictions, penalties or infringements of the undertaking itself or its transport managers;
(b2) In assessing the good repute, the authority shall be convinced that there are no compelling grounds for doubting the good repute of the transport manager or the transport undertaking, such as convictions or penalties for any serious infringement of national rules in force in the fields of:
(i) commercial law;
(ii) insolvency law;
(iii) pay and employment conditions in the profession;
(iv) road traffic;
(v) professional liability;
(vi) trafficking in human beings or drugs; and
(b3) the authority shall be convinced that the transport manager or the transport undertaking have not inone or more Member States been convicted of a serious criminal offence or incurred a penalty for a serious infringement of Community rules relating in particular to:
(ii) the driving time and rest periods of drivers, working time and the installation and use of
(iii) the maximum weights and dimensions of commercial vehicles used in international traffic;
(iv) the initial qualification and continuous training of drivers;
(v) the roadworthiness of commercial vehicles, including the compulsory technical inspection
of motor vehicles;
(vi) access to the market in international road haulage or, as appropriate, access to the market in
road passenger transport;
(vii) safety in the carriage of dangerous goods by road;
(viii) the installation and use of speed-limiting devices in certain categories of vehicle;
(ix) driving licenses;
(x) admission to the occupation;
(xi) animal transport.
(C) APPROPRIATE FINANCIAL STANDING
An undertaking shall at all times be able to meet its financial obligations in the course of the annual accounting year. To this end, the undertaking shall demonstrate it has at its disposal capital and reserves totalling at least EUR 9 000 when only one vehicle is used and EUR 5 000 for each additional vehicle used,either:
(ii) on the basis of annual accounts certified by an auditor or a duly accredited person, that,
(iii) or by means of a certificate such as a bank guarantee or an insurance, including a professionalliability insurance from one or more banks or other financial institutions, including insurance companies, providing a joint and several guarantee for the undertaking in respect of the amounts specified
(D) PROFESSIONAL COMPETENCE:
It is proven if the transport manager posses a certificate of professional competence issued either by the Romanian Road Transport Authority or by a competent authority of another member state if that person is a resident of that another member state.
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