Local and foreign investors who want to open a foundation in Romania must observe the legislation on non-profit organizations (NGOs) applicable in this country. NGOs can be incorporated under 2 main structures, as follows:
- associations;
- foundations.
Although both structures are set up for non-commercial purposes, there are certain differences between them, in relation to their purposes and activities, the management structure and many others. As such, you can find out more information about the differences from our team of Romanian lawyers, who can also provide legal representation to those who want to set up a foundation in Romania.
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How to open a foundation in Romania
In order to open a foundation in Romania, only 1 founder is necessary. The founder can be either of the following:
- Romanian natural person (or resident);
- legal entity incorporated in Romania;
- foreign individual;
- foreign company.
As a part of the process of company formation in Romania, investors who will open a foundation must prepare the adequate minimum share capital (known as patrimony). In the list below, you can find out some of the basic requirements imposed for the registration of this structure:
- the initial patrimony required to set up a foundation in Romania must be 10 times the minimum gross salary established at a national level;
- starting with 1 January 2025, the minimum gross salary is of RON 4,050;
- as such, the minimum patrimony of a foundation established here should be RON 40,500;
- please mind that there is an exemption from this rule, in the sense that a foundation can be set up with a minimum patrimony with a value of at least 2 minimum gross salaries, as long as the foundation develops fundraising activities for other foundations/associations;
- although the foundation is not set up directly for commercial purposes, it needs to register for taxation and this must be achieved in maximum 30 days since the incorporation is finalized.
The time frame for opening a legal entity in Romania is a few days, such as in many other countries, even those in Asia, such as China, where you can open a company in up to 8 days.
What are the main incorporation steps to set up a foundation in Romania?
Our Romanian lawyers can help foreign investors throughout all the incorporation steps necessary for the registration of a foundation. The steps for company formation in Romania start by reserving a trading name, just as in the case of commercial companies.
The approval for the name will be granted by the Romanian Ministry of Justice. However, if the company name will include specific words, such as Romanian/national or other similar words, an approval from the General Secretary of the Romanian Government will also be required.
The next step for company formation in Romania is to draw and sign the statute of the foundation, through which the entity gains legal personality and recognition. This document will contain information on the purpose of the foundation and many other identification details.
Our law firm in Romania can present the compulsory elements that must be included in the statute of the foundation (such as its headquarters, obligations and rights of the members, patrimony, etc.).
Once this document is signed, the rest of the paperwork must be prepared and the file will be submitted to the court where the foundation is incorporated. If the foundation is registered in Bucharest, then the registration file must be reviewed by the Bucharest Court.
Provided that the court will issue a positive answer on the registration of the foundation, then the next step is to publish the recognition of the foundation in the Official Gazette of Romania and in a national newspaper. The entity will gain legal recognition after its registration in the Registry of Associations and Foundations. You can find out more about this procedure from our lawyers in Romania.
Obtaining sponsorship for your Romanian foundation
Any party that wants to open a foundation in Romania has the right to obtain sponsorship from other entities, provided that this formality is done in accordance with the stipulations of the law. Sponsorship in Romania falls under the rules of the Law no. 32/1994, which requires the sponsor and the foundation to enter this partnership through a written agreement.
Please know that a sponsor can be any of the following:
- natural person in Romania;
- legal entity operating in Romania (Romanian company or foreign company operating in Romania);
- foreign natural person living abroad;
- overseas legal entities.
A foundation can benefit from sponsorship contracts provided that it develops activities such as:
- cultural;
- religious;
- humanitarian/advocacy for human rights;
- scientific research;
- social services;
- environmental activities;
- medical services, etc.
The activities mentioned above represent just a part of the overall list of operations a foundation can carry out and for which sponsorships are allowed. For a full list, our team of Romanian lawyers remains at your service.
Submitting income tax reports
All NGOs are legally required to submit income tax returns, even those that are exempt from paying certain income taxes. The obligation is maintained for a foundation as well, which has to submit income tax files to the National Agency for Fiscal Administration (ANAF).
According to ANAF, such entities must complete Form 101 (Declaration on Income Tax). The document is submitted on an annual basis and there are 2 different deadlines to complete the report, depending on the nature of the entity.
Thus, a foundation can submit this document no later than 25th of February of the next year following the end of the financial year, in the case in which foundation obtained only tax-exempt income, as per the rules of the Fiscal Code, Article 41. Foundations that obtained taxable income during the financial year must submit their tax reports by 25th of June of the next year.
The form can be submitted online and signed only by accredited parties (our attorneys in Romania can assist in the completion of this formality). Similar tax obligations are imposed to those who want to open a company in Romania, but they need to abide by other tax schedules, depending on the size and type of business they carry out here.
We also invite you to contact our Romanian law firm for legal advice and assistance on the registration of a foundation and any other type of NGO. You can also address us if you want to buy a property in Romania that will be used as a place of business for your foundation (our Romanian lawyers offer full legal assistance on any real estate procedure – sale, purchase, rental, etc.).