A shelf company is an already founded company which has not had any activity. This company was created and, metaphorically speaking, was “put on the shelf”.
Shelf companies are limited liability companies that are already registered and are available for immediate purchase. These companies did not perform any transactions whatsoever, were not in any contractual relations, have no obligations and had no director/shareholder appointed.
Such a company has no open bank accounts and no signed documents. Under certain circumstances, ready-made companies might serve as optimal business instruments. A shelf company is simply a standard limited company that our law firm in Romania has previously registered for your benefit.
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What is the legal status of a ready-made company in Romania? I am interested in buying one. Are there any advantages to such a purchase?
The shelf company is a legal entity, typically a private limited liability company, and it is treated as a separate legal entity from its founders. Like any LLC or SRL, it can enter into agreements and can be sued.
If you decide to purchase a ready-made company, you are allowed to initiate your business activities immediately. And thereby, one of the most important advantages of acquiring this type of firm resides in its time-saving attributes. Having an already created company at your disposal translates into increased business responsiveness when being interested in bidding on extremely significant contracts or delivering a solid guarantee for various transactions.
|Legal entities available for a shelf company in Romania||
The private and the public limited liability company
Time required for purchasing the company
|1 – 2 months|
|Types of features it includes (corporate bank account, VAT number, etc)
|The shelf company can include a bank account, however, this is not always provided
VAT registration is performed above a certain annual threshold or voluntarily
|The advantages of
a shelf company
|The business can appear more trustworthy given its age
It has no debts/obligations if it was never used for trading
It can enter into agreements more easily, given its trustworthiness
The entrepreneur can commence the business activities faster, especially if remaining within the same NACE codes
|Appointing new directors (yes/no)||Yes|
|Capital increase allowed||
Yes, the capital can be increased upon completing the ownership transfer
|Certificate of no commercial activities||
|Modify the objects of activity||Yes, as per the particular requirements of the new business owners. We can assist with the registration of the changes with the authorities in Romania|
|Participants in the purchase procedure||The buyer (natural or legal person, foreign or national) and the seller (usually a legal entity registered in Romania)|
|The cost of buying a shelf company in Romania||Can start at 10,000 EUR, depending on industry|
for the purchase
|The buyer’s identification documents (for natural persons) and registration certificate (for legal entities), the shelf company’s modified articles of association (to include the new owners), the general shareholder’s meeting decision to transfer the shares, other documents that may be industry-specific|
|Taxes applied to a shelf company in Romania||16% standard corporate income tax rate
1% or 3% tax on revenue for micro companies (subject to conditions)
19% standard value added tax, 5% or 9% reduced rates
other taxes for social security contributions for employers
|Changing the registered address (yes/no)||Yes|
|Aged shelf company available in Romania (yes/no)||Yes|
|The institution where corporate changes are registered in Romania||National Trade Register Office|
At certain points, the ready-made companies deliver an essential secondary approach, if being compelled to choose a fast and reliable alternative for your business approaches. Before you decide, you can reach out to our Romanian lawyers for details.
The advantages of a shelf company are briefly outlined below:
- Credibility: the longevity of the company offers a credible image to clients and other business partners.
- Banking advantages: obtaining corporate credits can be easier for a company that has had no tax issues and that has seniority.
- Ease of doing business: the company is ready to enter into business contracts as soon as the transfer is complete.
- Saved time: perhaps the most significant advantage is that the founders will not have to go through the entire steps for company formation in Romania.
The longevity of the company provides an enhanced business image, one that can help foreign investors in Romania, as well as local entrepreneurs, benefit from a more facile introduction on the market. Signing business contracts can also be easier when the age of the company is important, as well as for banking purposes. Some companies will only engage in business operations with other corporations that have been on the market for some time. Moreover, because the shelf company was not engaged in any corporate or business transactions prior to the handing over, it will have no debts or liabilities towards creditors, another important feature that will improve its credibility.
Understanding the needs of the market, our lawyers in Romania are engaged in identifying the multiple cohesive features of a shelf company in Romania. This means that we can provide the shelf establishments, enhanced with optimal characteristics seen as flexible traits, fit to uniquely serve specific business needs.
Are there any risks in buying a shelf company?
There are no risks when the buyer performs due diligence on the tax and financial history of the company. Before being sold, the shelf company had no nominated directors or shareholders, thus the non-existing possibility of any hidden debts or commercial disputes, as there were no acquisitions of any asset or liability, contracts or unfulfilled promises. Therefore, there is no potential risk.
However, be advised that when you are buying a shelf company, you must make sure that the documents are being completed in front of you and you are the first-named director or shareholder. You should always buy such companies from a professional accredited agent that is specifically qualified for making this sort of transactions.
Already incorporated establishments shall deliver a trustworthy foundation for undertaking certain business responsibilities and also for initiating other commercial activities. The lastingness quality plays a highly important role in various operations and this fact may also reflect upon future maneuvers.
Opting for ready-made companies in Romania secures a large range of business approaches and the fact that our team of Romanian lawyers elaborately perfected this service provides another outstanding betterment for any initiative in this area.
Are there any issues regarding shelf company taxation?
Another important aspect to be brought to your attention when dealing with ready-made companies and the purchase process of these types of commercial instruments relates to several tax characteristics, which may materialize in future consistent benefits, serving as essential instruments for immediate business actions. We can provide shelf companies in Romania, with VAT registration, simplifying a wide range of commercial processes and securing your commercial activity in a European milieu. Our Romanian shelf company offer includes this option concerning the VAT registration since the initiation of certain types of economic activities requires such procedures. Our attorneys in Romania are always available for further questions and any difficulty can be clarified for securing your financial transactions.
Below, we list some of the main taxes applicable to companies in the country:
- corporate income tax: a 16% standard rate with reduced 1% and 3% rates for qualifying small companies.
- social security: employment insurance contribution payable by the employer, calculated at a certain percentage of the gross salary.
- VAT: with a standard rate of 19% and reduced rates of 9%, 5% as well as exemptions for certain types of activities and services.
- others: specific taxes applicable according to the business sector.
- payroll tax: one of our lawyers in Romania can provide you with details about these obligations.
- real property tax: different rates apply for buildings owned by a company.
The taxation regime will apply to the shelf company according to the chosen type of business entity and whether or not is classifies for the reduced corporate income tax rate applicable to microenterprises.
Our experts created a comprehensive offer of already established companies in Romania, understood as competitive devices ready to perform in a challenging environment. We have a wide range of company names which have been pre-registered; you may select the one that you want so that you can get your business up and running rapidly and effectively.
Having bought and already established company can also buy you credibility with customers and potential clients as well as a corporate foundation.
The age of the company can be an important factor considered by future clients or other economic operators you may choose to make business with.
These are all important advantages and one of the experts at our Romanian law firm can give you more details about each of these advantages should you wish to purchase a shelf company. In case you are interested in opening a new company, for example a micro company, our team of lawyers is at your disposal. We offer personalized trademark registration in Romania with the help of Romarkip, our agency specialized in intellectual property matters.
Can the company particulars change after the purchase?
Buying an established company does not mean you cannot change anything about it. You can change the name, the object of activity, the headquarters or any other detail that might suit the type of operations you want to make.
These subsequent changes can be operated once the transfer of ownership is complete. A special submission is required and one of our attorneys in Romania can help you during this process. It is often recommended to request specialized aid when performing these chances because the process implies one or more submissions with the National Trade Register Office, based on a specific set of documents that need to be submitted. One of our specialists can assist you so that the process can move on as fast as possible.
Opening a bank account for a shelf company will be a straightforward process once the sale of the business is complete. One of the experts at our law firm in Romania can also help you during this step. We recommend that you take the time to select a bank in Romania that will provide an attractive corporate bank account package, one that suits your business needs. Most banks have various offers and you can explore these prior to opening a bank account. Moreover, foreign investors in Romania can benefit from the number of foreign banks that are present in the country. When applicable, and when it is advantageous for business purposes, they can choose to work with a bank branch that is also present in their country of origin.
According to the National Trade Register, the business statistics for May 2019 in some of the most important cities in the country were the following:
- total number of businesses registered in Bucharest: 7,674, out of which 6,439 were SRL (private limited liability companies) and 1,175 were PFA (sole traders).
- number of new businesses in Cluj: 3,073, out of which 2,215 were SRL and 707 PFA.
- total number of new companies in Constanta: 2,525, of which 2,034 were SRL and 324 PFA.
Our lawyers in Romania are here to answer any particular questions that might arise when deciding to purchase an already established company. We can help with an initial evaluation and provide a comprehensive legal solution related to company formation. An analysis according to business objectives can be helpful as one of our agents will be able to determine and advise investors on the suitable approach method.
Our business team can provide further information related to ready made companies in Romania delivering also any possible alternative that could make a better argument for your business strategy. For a free case consultation, please call us now!