Best Investment & Business Structuring Lawyers in Sibiu

1. About Investment & Business Structuring Law in Sibiu, Romania

Sibiu, a strategic economic hub in central Romania, hosts a mix of manufacturing, IT, logistics and tourism businesses. Investment and business structuring law here focuses on forming and reorganizing companies, protecting owners, and ensuring regulatory compliance across domestic and cross-border operations. Core frameworks include company formation, contract law, taxation, and regulatory permits handled by local authorities in Sibiu and national agencies.

The main legal instruments governing corporate structure in Romania are the Law on commercial companies, the Civil Code, and the Fiscal Code. Practical steps include choosing a corporate form (for example SRL or SA), drafting articles of association, depositing share capital, registering with the Trade Register in Sibiu, and obtaining tax identification and any necessary licenses. A local lawyer can tailor documents to your industry and the Sibiu regulatory environment.

For residents and investors in Sibiu, working with a qualified attorney helps align corporate structure with local requirements on governance, liability and fiscal planning. This reduces the risk of non-compliance and supports efficient cross-border investments or expansion into new sectors in the Sibiu region.

EU guidance notes ongoing efforts to streamline business formation procedures in member states, including Romania, to accelerate investment and job creation. Source: European Commission guidance on starting a business in Romania.

2. Why You May Need a Lawyer

In Sibiu, concrete scenarios commonly require specialized legal support in Investment & Business Structuring. Below are real-world examples that illustrate common needs beyond generic statements.

• Setting up a Romanian SRL to operate a manufacturing unit in Sibiu's industrial parks requires drafting Articles of Association, shareholding schedules, and formalities with the Trade Register to ensure compliance with local corporate governance norms.
• Acquiring a local SME in Sibiu for expansion necessitates thorough due diligence on liabilities, contracts with suppliers, and compliance with environmental and zoning rules in the Sibiu region.
• Creating a cross-border holding structure for a tech start-up with development teams in Sibiu and operations abroad requires careful transfer pricing planning and intercompany agreements to meet Romanian and EU requirements.
• Reorganizing an existing business from a SRL to a SA due to scale or capital markets access involves capital increases, shareholder resolutions, and regulatory filings in Sibiu and nationally.
• Negotiating joint ventures with a Sibiu-based supplier or distributor demands robust partnership agreements, non-disclosure terms, and governing law provisions tailored to Romanian and EU standards.
• Tax planning for a new Romanians-software services company in Sibiu includes choosing between micro-enterprise regimes and standard corporate taxation, with implications for payroll, VAT, and cross-border invoicing.

3. Local Laws Overview

• Law No. 31/1990 on Companies (Legea nr. 31/1990 privind societatile comerciale) - Governs formation, organization, and dissolution of commercial companies in Romania, including SRLs and SA types. This law is frequently amended to align with EU directives and evolving corporate governance standards, and it provides the framework for shareholder rights, directors, and corporate governance in Sibiu.
• Civil Code (Law No. 287/2009) - Sets out general contract law, obligations, property transfers, and liability. It affects how investment contracts, service agreements, and asset transfers are structured and enforced in Sibiu and across Romania, including penalties for breach and remedies for non-performance.
• Fiscal Code (Law No. 227/2015) - Regulates corporate income tax, value added tax, micro-enterprise taxation, and related fiscal obligations. It shapes how a Sibiu-based business plans its tax position, reporting timelines, and intercompany pricing for cross-border arrangements.

Recent guidance from EU resources emphasizes simplification of business registration and cross-border investment procedures, which influences how local structures in Sibiu are formed and maintained. For practical context, see the European Commission overview on starting a business in Romania.

European Commission guidance highlights improvements in business registration processes across member states, facilitating investments in Romania and Sibiu's regional economy. Source: European Commission - Starting a business in Romania.

4. Frequently Asked Questions

What is the minimum capital required for a Romanian SRL?

The minimum share capital for an SRL is 200 Romanian Leu, with capital contributed by the shareholders. Practical considerations include documenting capital contributions in the articles of association and registering them with the Trade Register.

How do I start a company in Sibiu, step by step?

Prepare articles of association, choose a company form, secure a local fiscal ID, and deposit the share capital. Then file the registration documents with the Sibiu Trade Register office and obtain a tax identification number. Plan for notarization and translation requirements when needed.

Do I need a local attorney to register a business in Sibiu?

While not strictly mandatory, a local attorney helps navigate Sibiu-specific filings, prepare documents in Romanian, and address regulatory requirements efficiently. An attorney can also manage due diligence for acquisitions or restructurings in Sibiu.

What is the difference between SRL and SA in Romania?

An SRL is a limit-ed liability company with simpler governance and lower capital needs, while an SA is designed for larger capital and public trading contexts, with stricter governance and disclosure obligations. The choice depends on scale, ownership structure, and plans for capital markets.

How long does it take to register a company in Sibiu?

Typically 7 to 15 business days if all documents are complete and compliant. Delays may occur if translations, notarizations, or due diligence reveal issues with ownership or compliance.

What are the typical costs to set up a company in Sibiu?

Costs include notary and translation fees, registration fees with the Trade Register, and potential legal fees. A typical initial setup can range from a few hundred to a few thousand euros depending on complexity and services used.

Can a foreign investor own 100 percent of a Romanian company?

Yes, foreign investors can own 100 percent of Romanian companies in most sectors. Some regulated activities may have sector-specific requirements or licensing prerequisites that need local approval.

Do I need Romanian language translations for documents?

Yes, official documents typically require Romanian translations and, in many cases, legalization or Apostille authentication for cross-border matters. A certified translator will usually handle this requirement.

What taxes must a new Romanian company anticipate?

Expect corporate income tax, VAT if applicable, and payroll taxes for employees. Micro-enterprise regimes may apply for small businesses with specific turnover thresholds, affecting rates and reporting.

How is a cross-border deal structured in Sibiu?

Cross-border deals require careful drafting of intercompany agreements, transfer pricing considerations, and compliance with both Romanian and EU law. A local attorney helps align contract terms with Sibiu and national regulations.

Do I need trade permits or licenses for operating in Sibiu?

Yes, many sectors require sector-specific permits or licenses (for example construction, manufacturing, or environmental compliance). A lawyer can identify which approvals apply and guide the licensing process.

What is the typical timeline for obtaining permits in Sibiu?

Permit timelines vary by sector and complexity but commonly range from 2 to 6 months for straightforward projects. Larger or environmentally sensitive projects may take longer due to public consultations and impact assessments.

5. Additional Resources

• European Commission - Starting a business in Romania - Provides guidance on registration, corporate forms, and cross-border considerations within the European Union. Link
• World Bank - Doing Business in Romania - Offers data and insights on business formation, registration timelines, and regulatory environment. Link
• OECD - Romania Investment Policy - Provides international perspective on investment framework, governance, and market access in Romania. Link

6. Next Steps

1. Define your investment goals and choose the appropriate corporate structure for Sibiu (SRL, SA, or holding arrangement) based on capital, ownership, and governance needs. Set a realistic timeline for formation and registration.
2. Gather essential documents in advance, including identity documents, proof of address, proof of capital, and any sector-specific licenses or permits you anticipate needing in Sibiu.
3. Engage a Sibiu-based lawyer who specializes in Investment & Business Structuring to tailor documents to Romanian law and local regulatory requirements. Obtain a proposal with scope, fees and milestones.
4. Perform due diligence on any existing assets, contracts, or counterparties involved in the plan, such as suppliers, customers, and potential joint-venture partners in Sibiu.
5. Draft and finalize Articles of Association, shareholder agreements, and any intercompany arrangements. Ensure compliance with the Law No. 31/1990 and the Civil Code requirements for governance and liability.
6. Submit registration documents to the Sibiu Trade Register Office and obtain the tax identification number. Plan for translations, notarizations, and potential due diligence findings.
7. Review tax planning and regulatory compliance with your attorney, including VAT registration, micro-enterprise status if applicable, and ongoing reporting obligations for your Sibiu operations.