ESTABLISHING A REPRESENTATIVE OFFICE

Foreign companies wanting to deploy their activities on the territory of Romania may choose either to create a local entity, i.e. a branch office or a subsidiary, or to open a Representative Office having no legal personality.

If the foreign company wishes only to “test” the Romanian market in the first instance, in order to see whether the sale of its products is of interest, then it is possible to establish a Representative Office of the foreign company, which will act as a sort of sales representative of the mother company on the Romanian market.

LEGAL STATUS

The legal basis for the establishment of a Representative Office in Romania is the Decree-Law no. 122/1990 and the Law no. 31/1990 relating to companies.

The Representative Office acts as an intermediary between the foreign mother company and its contracting partners in Romania and it does not have a different patrimony, a different corporate or trade name or its own capital and goods.

The Representative Office only implements legal acts and conducts legal activities meant to support the activity of the mother company in Romania (promotion and advertisement, representation, information, market prospection, contracts conclusion and monitoring in the name and on behalf of the foreign company, etc.)

It is equally important to note that the Representative Office cannot engage in trade, i.e. it cannot conclude contracts or collect invoices for the sold products.

THE ESTABLISHMENT OF THE REPRESENTATIVE OFFICE

There are some norms to be followed according to the Romanian legislation:

• It is obligatory to register the Representative Office and submit a request for obtaining an operating permit to the Ministry for Business Environment, Commerce and Entrepreneurship, Foreign Trade Department. The tax body has a period of 30 days to issue the permit or to provide a founded reason for the denial if case be (such cases are rare).

A registration fee of USD 1,200 per year (approximatively EUR 1,100) shall also be paid. This fee is payable in RON at the exchange rate of the National Bank of Romania.

To be noted that the request to be filed at the Ministry must contain information concerning the registered office of the Representative Office, its object of activity (which is identical to that of the mother company), the operating period of the Representative Office, the number of employees chosen to work in the Office and their functions).

In general, the operating permit is issued for a period of 1 year (with possibility of renewal). The above mention fee shall be paid at every such renewal.

• The certificate of fiscal registration shall be requested to the Tax Body to be found where the registered office of the Representative Office is located within 15 days from the date of issue of the permit.

There is no need to register the Representative Office with the Trade Register.

• The Representative Office can have employees that are Romanian or foreign citizens in order to carry out its mission, but the process of hiring the staff and the negotiation and conclusion of individual work agreements are to be done by the foreign company. The Representative Office shall also establish a General Register of Employees (REVISAL).

It is also important to note that according to the Romanian legislation, the employees of the Representative Office share a solidary responsibility with the foreign company as far as “damages due to illicit acts committed by its employees during the exercise of their activity or relating to the exercise of this activity” is concerned.

THE TAXATION OF THE REPRESENTATIVE OFFICE

The Representative Office is subject to the payment of a fixed annual tax of RON 18,000 (approximatively EUR 3,830) to the state budget, due up until the last day of February of the fiscal year.

As far as Representative Offices having been opened or closed during the fiscal year are concerned, the annual tax shall be prorated according to the number of months of existence of the Representative Office in the fiscal year concerned.

During its establishment, the Representative Office shall calculate and submit the income tax return with the relevant tax body and shall pay the tax within 30 days starting from the date of registration of the Representative Office. The tax shall be calculated starting with the 1st month of establishment of the Representative Office until the end of the year.

To be noted that the Representative Office cannot engage in trade, nor can it perform taxable operations subject to the VAT in Romania in its own name. If the Representative Office engages in such activities, it will be obligatory for it to register itself as permanent establishment.