Chapter IV - The Investor's Guidebook.

Top4.1. Registration of a Turkish liaison - office in Bucharest.

Top4.1.1. Institutional framework:

Top4.1.2. Condition on opening the liaison office:

Top4.1.3. Deeds handed in the Ministry of Foreign Affairs:

a) Application for authorization that includes:

b) Recommendation of the Chamber of Commerce in the country of origin about the applying company with the mention on its object of activity and equity.

c) Certified photocopies of the company's registration at the Trade Registry in Turkey.

d) Status of the company;

e) Power of attorney for the person authorized to legally represent the company.

f) Reference bank.

g) Confirmation of solvency from the bank by which it carries out its financial operations.

h) Proof of the paid stamp tax (USD 1,200).

All document in original are to be submitted to the Ministry of Foreign Affairs (or certified copy), translated and certified in Romania.

The Ministry of Foreign Affairs has to answer the application of authorization - issue the licence or reject it within 30 days since it was handed in. In case it was rejected, the applicant receives 80% out of the paid stamp tax.

The functioning licence consists of:

a) the object of activity;
b) conditions of fulfilling that activity;
c) duration;
d) headquarters.

Top4.1.4 Registrations after obtaining the functioning licence.

Within 15 days from the issued date of the functioning licence, the liaison - office must be registered:

The renewal of this licence is done at the end of the authorized period, when it should be followed all above steps.

 

Top4.2. Company registration in Romania

The initial information on setting up a company in Romania can be obtained from the CCIRB liaison - office in Istanbul (www.ccir.ro/rep-tr)

Top4.2.1. Place of registration

The Chamber of Commerce and Industry of Romania and Bucharest Municipality or the territorial chamber of commerce and industry where the company has its headoffice.

Top4.2.2. Conditions of company registration in Romania:

a) formalities of setting up trading companies (www.onrc.ccir.ro):

b) drawing-up and authentication of the by - laws at the Notary Office.

c) Forms (www.onrc.ccir.ro):

d) Incorporation of the Trade Registry:

e) Getting the necessary advices after incorporation (www.ccir.ro)

Note: All steps of registering a company in Romania can be carried on against commission through the Assisting Office for setting up and Developing the trading companies (One - Stop Shop) within the Chambers of Commerce and Industry.

 

Top4.3. Legislation

The most important laws concerning the foreign investors are:

 

Top4.4. The domains opened towards investments are almost all economic sectors including natural resources, agriculture, industry, telecommunication, construction, research, trade, tourism, banks and insurance.

The investment is restricted in cases of:

According to Law 219/1999 regarding leasing, public services, public transport, road transport, post, telecommunication, water/electricity distribution, thermal power, natural gas, exploitation of mineral resources can be transferred to the investors irrespective of their nationality, subject to governmental decision or the local body's decision.

 

Top4.5. Guarantees and rights of investors

 

Top4.6. Institutional framework of business promotion Non-governmental organizations

The system of the chambers of commerce and industry in Romania.

The CCIR members are businessmen - as volunteers and collective members (the territorial Chambers of Commerce and Industry associated or affilitated, professional associations, bilateral Chambers of Commerce).

Tasks:

Territorial Chambers of Commerce and Industry

Autonomous organizations, they mainly carry out the following activities:

The chambers of commerce and industry have the possibility to participate in the setting up of some companies with aim to render various services concerning their members, to organize and administrate fairs, exhibitions, to make commercials, to publish official bulletins and print information publication or commerical advertising.

Bilateral Chamber of Commerce

Non-Profit association that gather businesspeople interested in developing some business relations in certain zone or region. The bilateral Chambers of Commerce are united in the Union of the bilateral Chambers in Romania, which is also a member of the Chamber of Commerce and Industry of Romania.

Business incubators

Set up within some PHARE programmes, they offer the terms of business initiation and launching for the entrepreneurs who do not have enough financial resources.

Business Centers

Offer: training stages, business consultancy, assistance for drawing up the development projects, identifying business partners and supplying business information.

Ministries and governmental institutions

Romanian government site: http://www.guv.ro

Ministry of Development and Forecasting

Tasks:

Authority of Privatization and Administrator of Government Sharing

Organized as a closed typical investment fund, an institution of public interest, the main responsibility of this authority is to sell the government shares or public local administration's. On their behalf it exercises all shareholder's rights at the trading companies.

The main tasks:

Ministry of Small and Medium Enterprises and Co-operative System

The competence covers:

 

Top4.7. Sources of public information

National Institute of Statistics

The statistical and information data are available for public institutions and organisms, economic agents and all categories of population which show a legitimate interest.

Site: www.insse.ro

State Office of Patent and Trade - Mark (OSIM)

The unique authority in Romania that ensures the protection of industrial property. OSIM stores the national registers of the applications and title of protection granted for inventions, brands, trade marks, service marks, denominations of origin, industrial drawings and designs, utility patterns, integrated circuits surveys and the informatized database in the field of industrial property.

Site: www.osim.ro

 

Top4.8. Foreigners status (www.mae.ro)

Top4.8.1. Life conditions in Romania

Top4.8.2. Basic principles

Top4.8.3. Customs conditions for the cash flow and personal goods

Foreigners coming to Romania are allowed to have maximum US$10,000/person/trip, being compelled to declare to the customs offices, at their demand, the cash flow and travelling cheques exceeding the above mentioned amount. The amounts exceeding this limit are lodged to the customs offices of Romania's border, being released within 3 years since their deposition.

Foreigners can leave Romania with maximum US$10,000/person/trip. The amounts exceeding this limit are lodged to the customs offices of Romania's border, being released within 3 years since their deposition, at return.

Foreigners can not come to/leave Romania with amounts in ROL exceeding 500,000 ROL/person/trip.

Foreigners can bring to/take away from Romania personal goods at no customs charge within certain limits.

 

Top4.8.4. Work permit and residence

Foreigners and stateless persons who are to be hired by companies and persons with headquarters/living in Romania, are compelled to obtain a work permit issued by the Ministry of Labour and Social Solidarity.

The foreigners and stateless persons who are refugees in Romania are exempted from those provisions.

The work permit is generally valid for 6 months (until 31.07. or 31.12) and it is renewable. The residence permit is also valid for 6 months and renewable. Generally, the 6 - month visas with multiple entrances are issued altogether with the two permits.

On company's behalf :

- formal letter to the Labour and Social Solidarity Ministry for requesting the approval of a work permit for the named forigner who is to be hired on a ceratin position(qualification), by mentioning the activity object of the company. The letter should also comprise the need of his hiring enclosed to the notice authorized by the Labour Chamber comprising the number of existing employees, both Romanians and foreigners.

- copies of the company's incorporation document and the liability letter (the last statement of account).

On foreigner's behalf :

Required documents for the issue of semestrial visa :

Agreements of social support for companies

Certain agreements of social support for companies concluded between Romania and other countries stipulate an exemption of social assitance charges for the foreigners who work in Romania.

Foreign staff

When foreigners are hired by a Romanian company, all the rules and regulations of the Romanian Law are in force, as well as the stipulations of tax income and excises related to the hiring (less the excise to the unemployment fund).

When a Romanian company is hiring foreigners from transnational companies which come to Romania on the basis of a long-term agreement (over one year), each foreigner should be granted a work permit by the local authorities. At this stage, though, is not mandatory to be hired by a company from that locality. This fact does not alter significantly the taxation obligations, but it might have an impact over the social security obligations. The foreign stuff of multinational companies that come to Romania for a short-term period of time (without being hired by a company from that locality) must obtain a residence permit (card) and, maybe, a multiple-entrance visa.

Top4.8.5. Excises

The employer as well as the employee should pay to the social security and health system.
The percenatges paid by the employer and the employee, respectively, are based on the gross salary and are as follows:

Employee's excises :

Employer's excises :

System of export and import licenses (SITE ANEIR)
Customs regulations;
Customs tarrif;
Prohibitions si restrictions.
Main authorized activities :

Production: The authorizations and licenses are compulsory only for certain production activities, such as manufacturing of phyto-sanitary products, food, phramceutical products, measurement instruments and apparatus. In compliance with the environment protection legislation, it is mandatory to obtain the environment agreement for the new or altered investments.
   
Trade:
(Government Ordinance) OG 99/2000
No license or authorization is required for the wholesale or retail activities, being excepted the trade of weapons, guns, ammunition, explosives, pharmaceutical products, precious metals and stones.
   
Buildings: The activities of execution, restauration and maintanance of buildings are subject to the approval or authorization of Ministry of Public Works and of Buildings State Inspection.
   
Transports : The road and water transport of persons and goods must be authorized prior to the inception of activity by the Ministry of Public woks,Transports and Housing.
   
IT : All basic and with added value telecommunication services regarding their engineering, installing, trade and maintenance are authorized by the National Agency for IT, specialized body of central administration, with juridical status under the Government.
   
Tourism : It is required the license issued by the Ministry of Tourism.
   
Taxation and taxes  
   
   

Site www.just.ro
Site
www.mfinante.ro
Site
www.pwcglobal.ro
Site
www.ro.kpmg.net

 

Top4.8.6. Taxes and taxations for the liaison - offices of foreign companies and foreign trade organizations

Liabilities of a foreign representative :

Taxes and taxations for the representatives :

The taxation percentage on the liaison - officesincomes is of 25%.

The taxation percentage is applied to the maximum between the income norm settled for the type of liaison - office and the income calculated on the first method.

The contribution to the social securities budget is paid in foreign currency by the hiring company and it is of 25% applyable to the gross foreign currency wages fund of the employees.

Unemployment support Fund excise: 5% of the gross wages fund.
Health social securities excise: 7% of the gross wages fund.
Excise to the Social solidarity special Fund for handicaped persons: 3% of the gross wages fund (if Romanians are hired).
Excise to the Special Fund for the support of State: 2% of the gross wages fund (if Romanians are hired).

Top4.9. Assisted zones (www.mdp.ro)

Definition :

a) they have productive mono-industrial infrastructures with more than 50% of the working population hired;
b) they are mining zones with over 25 % of discharged personnel by collective lay-out;
c) mass laying-out resulted of liquidation, restructures or privatization of some companies, which inficted over 25% of the employable inhabitants of that zone;
d) the unemployment rate exceeds with 30% the existing national average;
e) lonely zones without any communication means and with a weak infrastructure.

Top4.9.1. The list of assisted zones

In Tulcea county (South-East) - mining zone Altān Tepe (Stefan locality) is declared special zone by Government Decision HG 210/25.03.1999 between 01.04.1999-01.04.2009.

The interest fields for investments in this zone are as follows: agriculture and animal breeding, production, services, trade, environment preservation and protection.
Details regarding unfavoured zones on the site of the Ministry of Development and Forecasts.

a) Alba County b) Bacau County c) Bihor County d) Bistrita-Nasaud County
a.1. Mining zone Apuseni (Government Decision HG 813/1999)
a.2. Cugir zone (HG 1249/2000)
b.1. Mining zone Comanesti (HG 207/1999) c.1. Mining zone Stei-Nucet (HG 194/1999)
c.2. Mining zone Borod-Suncuius-Fobresti-Vadu Crisului (HG 195/1999)
c.3. Mining zone Popesti-Derna-Alesd (HG 196/1999)
d.1. Mining zone Rodna (HG 640/1999)
e) Caras-Severin County f) Covasna County g) Gorj County h) Harghita County
e.1. Mining zone Rusca Montana (HG 197/1999)
e.2. Mining zone Bocsa (HG 198/1999)
e.3. Mining zone Moldova Noua-Anina (HG 1999/1999)
f.1. Mining zone Baraolt (HG 209/1999) g.1. Mining zone Albeni (HG 191/1999)
g.2. Mining zone Schela (HG 192/1999)
g.3. Mining zone Motru-Rovinari (HG 193/1999)
h.1. Mining zone Balan (HG 993/1998)
i) Hunedoara County j) Maramures County k) Prahova County l) Salaj County
i.1. Mining zone Brad (HG 991/1998)
i.2. Mining zone Valea Jiului (HG 992/1998)
i.3. Hunedoara zone (HG 1078/2000)
j.1. Mining zone Baia Mare (HG 203/1999)
j.2. Mining zone Borsa-Viseu (HG 204/1999)
k.1. Mining zone Filipesti (HG 205/1999)
k.2. Mining zone Ceptura (HG 206/1999)
l.1. Mining zone Ip (HG 200/1999)
l.2. Mining zone Hida-Surduc-Jibou-Balan (HG 201/1999)
l.3. Mining zone Sarmasag-Chiejd-Bobota (HG 202/1999)
m) Suceava County n) Sibiu County o) Tulcea County p) Teleorman County
m.1. Mining zone Bucovina (HG 208/1999) n.1. Copsa Mica Zone (HG 1281/2000) o.1. Mining zone Altān-Tepe (HG 210/1999) p.1. Zimnicea Zone (HG 1280/2000)

 

Top4.9.2. Interest fields for investments in assisted zones

Top4.10. Conditions required for the set-up and fuctioning of industrial parks ( www.mdp.ro)

This kind of title is granted to any joint stock company with headquarters in Romania and its sole activity object is the administration of industrial parks, company which fulfills the following minimal conditions:

  1. to be the owner or to lease, for at least 25 years, the sites of the industrial park;
  2. to submit a feasibility study and a business plan for, at least, the next 3 years, regarding the exploitation of the industrial park;
  3. according to the formal deeds, the number of juridical persons which follows to operate in the industrial park should be at least 5, and, after the development of the related activites, within maximum 3 years, to be created at least 300 working places;
  4. to forward an average balance comprising the tasks which must be fulfilled in order to operate in the industrial park, in full compliance with the legal requirements in force regarding the environment's protection;
  5. to submit the agreement of the local and county council, of the Bucharest General Council, depending on situation, agreement valid for the industrial park's entire duration, as well as the principle agreement of the Council for the region development regarding the economic-social development program proposed for being granted the title of industrial park, for operating and developing the related activities, for implementing the region objectives respectively.

Incentives granted to companies working in the industrial park:

  1. import customs tax and VAT exempted for the machines, tools, outfits, transport means, agricultural tools and outfits and other repayable goods required by investments;
  2. customs tax and VAT exempted at the import of raw materials, spare parts and components used at the erection, reparing and maintenance of the park's faclities;
  3. exempted from taxation on the profit re-invested in the up-grading of techonologies, development of industrial infrastructure, supporting of investment objects of the park, for a period of 5 years since it's set-up;
  4. co-financing, with or without redemption, from funds of industrial park's development, up to max. 25% out of the value of investment necessary to finish the infrastructure and to secure the needs of the industrial park, excepting the abroad funds, situation when the abroad financer settles the limit of co-financing;
  5. payment in installments of the local taxations and taxes, according to the decisions of the local and county councils to which territory and administrative jurisdiction the park belong, for 5 years at the most;
  6. The chambers of commerce and industry in cooperation with the entitled public institutions shall secure the issue of notices, authorizations and licenses of functioning required by the activities of industrial parks.

Top4.11. Incentives for free zones

Top4.12. Incentives granted to private entrepreneurs for the set-up and development of SMEs

Link www.immc.ro

a) The small and medium sized enterprises which are dealing with goods production and services are defined as follows, considering the annual written average number of employees:

Achieves an annual turnover equivalent to 8 mill. Euro.

b) Incentives are not granted to banking companies, insurance and re-insurance companies, companies of managing the investment funds, stock exchanges and companaies of foreign trade exclusively.
c) The enterprises with stock holder or share holder being another company and which are fulfilling the folllowing 2 conditions altogether are not the beneficiaries of this law:
b) have over 250 employees;
c) own over 25% of the equity.
d) The enterpises prove that they are small or medium-sized ones by:

e) For the SMEs set-up this year it will be considered the period of time between the set-up date and the date of issue of related evidence, based on the own liability statement of the legal representative of those.
f) For the evidence of turnover it is used the exchange rate of Euro on 31st of December of the previous year, rate established by the Romanian National Bank (RNB).

Top4.12.1. Incentives granted to SMEs :

The list of customs tax exempted products is annually approved by decision of Government.

Top4.13. Privatization

The legal body for privatization and managing of the state participations has privatized 7,165 state companies representing a capital of over 30.000 bn ROL and 1.5 mill. employees.

The most important sectors which have been privatized: metallurgy, refineries, building materials, constructions, textiles, food industry, packaging, plastics industry..

Top4.14. Taxes and taxations for companies

Direct taxations: a) taxation on profit
b) taxation on dividends
c) taxation on wages and contributions to the state securities budget
d) local taxes and taxations

Taxation on agricultural income
Taxation on buildings
Taxation on site
Taxes for the transport means

Taxes for using the state's land for other purposes than agriculture and forestry

Indirect taxations : e) - VAT
f) - excises
g) - customs taxes
h) - local taxations and taxes (taxation on shows, stamp extrajudicial taxes)

 

Top4.15. Taxes and taxations for natural people:

Indirect taxations : - taxation on wages
- taxation on total income
- taxation on dividends

Direct taxations : (authorization taxes and tarrifs, customs taxes charged at border, consular taxes etc.)

Taxation on the incomes obtained in Romania by non-resident persons and companies:
Taxation on the incomes of foreign companies in Romania:

A. Taxation on profit

The taxable profit is calculated as difference between the taxable incomes (resulted from the delivery of personal goods, rendered services, finished works, from the sale of personal goods, rendered services, finished works, form the sale of real estates, as well as any other gain) and non-taxable expenses (made in order to achieve the above mentioned incomes) in a fiscal year, out of which are deducted the non-taxable incomes and are added the taxable expenses. From this calculated taxable profits reduced the possible tax loss of the previous years and the final result would be the taxable profit of current financial year.

The accounting evidence is kept in full compliance with the Accounting Law 82/1991 and its provisions.

Tax alleviations - in force since 1.01.2000