Understanding the commercial laws of the jurisdiction in which your business operates is curcial. But for entrepreneurs who are just about to start a business, the choice of where they base their company requires thorough consideration of the legal, tax and cost implications associated with starting and running a business in a specific country.

Romania, with its strategic location and growing economy, presents an attractive case for foreign investors. The capital injection can be made in Romania’s national currency or in freely convertible currency, reflecting the flexible investment environment.

As of 2023, Netherlands, Germany, and Austria are some of the leading investors in Romania in terms of equity inflow, [1] complemented by a noticeable uptick in interest from entities in France, the UK, and the USA. A significant part of this capital has been allocated towards transport and storage industry in Romania. This section includes activities related to the provision of scheduled and non-scheduled passenger and freight transport by rail, pipeline, road, water or air, as well as ancillary activities such as cargo handling, storage, etc., and those provided by terminals and parking facilities. It also includes the hire of transport equipment with driver or operator and postal and courier activities.

However, it’s important for investors to understand that the right to conduct road transportation of goods and/or passengers hinges on more than just forming a company. The type of activities undertaken and the business’ focus require companies to obtain a range of licenses and authorizations. The key requirements essential in the transport and storage industry in Romania and necessary for managing transportation operations along with the eligibility criteria for obtaining a licence, as regulated by Government Ordinance No. 27/2011 on road transport and the Methodological Rules adopted therewith are outlined below.

Real and permanent headquarters in Romania

In order to comply with the requirement to have a real and permanent establishment on the territory of Romania, the company must meet the following conditions:

• To have an establishment in the territory of Romania where it keeps the originals of its main working documents, whether in electronic or any other format, in particular its transport contracts, documents relating to the vehicles at the disposal of the undertaking, accounting documents, personnel management documents, employment contracts, social security documents, documents containing data relating to transport operations assigned to drivers and their secondments, documents containing data relating to cabotage, driving time and rest periods, and any other document to which the inspectors of the State Inspectorate for Road Traffic ( I.S.C.T.R.) must have access.
• To organise the activity of its fleet in such a way that the vehicles at the disposal of the company and used in international transport are returned to one of the operational centres in Romania within eight weeks of their departure;
• to be registered at the National Trade Register Office;
• to have one or more vehicles registered or put into circulation and authorised for use in Romania, regardless of whether all the vehicles in question are owned by it or are held under a hire purchase, hire or leasing contract;
• to carry out effectively and continuously its administrative and commercial activities using the appropriate equipment and facilities at its premises situated in Romania, as referred to in point (a), and to carry out effectively and continuously its transport operations using the vehicles with the appropriate technical equipment situated in Romania;
• to have permanently and regularly at its disposal a number of vehicles and drivers whose normal place of business is at an operational centre in Romania; in both cases, this number shall be proportional to the volume of transport operations carried out by the undertaking.

Good reputation

In order to comply with the good reputation requirement, the company and its transport manager should meet the following conditions:

• there are no serious grounds for doubting the good reputation of the transport manager or of the transport undertaking, such as convictions or penalties for serious infringements of national rules in force in the following areas: commercial law; insolvency law; pay and conditions of employment; road transport; professional liability; trafficking in human beings or drugs; tax law; and
• the undertaking and/or the transport manager have lost their good repute as a result of serious infringements, having been declared unfit and having undergone rehabilitation.

Financial capacity

In order to comply with the financial standing requirement, the company must meet the following conditions:

• demonstrate, on the basis of annual accounts certified by an independent auditor/financial expert, that it has at its disposal each year capital and reserves amounting to at least
  EUR 9,000 for the first motor vehicle used, EUR 5,000 for each additional motor vehicle or combination of vehicles with a maximum authorised mass exceeding 3,5 tonnes used and EUR 900 for each additional motor vehicle or combination of vehicles with a maximum authorised mass exceeding 2.5 tonnes but not exceeding 3.5 tonnes used;
• prove, on the basis of annual accounts certified by an independent auditor/financial expert, that it has at its disposal each year capital and reserves amounting to at least EUR 1,800 for the first vehicle used and EUR 900 for each additional vehicle used, in the case of undertakings engaged in the occupation of road haulage operator solely by means of motor vehicles or combinations of vehicles the maximum authorised mass of which exceeds 2.5 tonnes but does not exceed 3.5 tonnes;
• the undertaking and/or its transport manager are not bankrupt, insolvent without an approved plan, in a state of winding-up or in liquidation.

If the company does not prove that it has capital and financial reserves in accordance with the above conditions, it may prove its financial standing by means of a certificate such as a bank guarantee or insurance, including professional indemnity insurance, issued by one or more banks or other financial institutions, including insurance companies.

Professional competence within the transport and storage industry in Romania

In order to comply with the professional competence requirement, the company must meet the following conditions:

• appoint a natural person as transport manager
• the transport manager holds a certificate of professional competence

It is important to note that a transport manager, a natural person, may manage the transport activities of up to four different undertakings.

Any change in the designated transport manager which may affect compliance with the professional competence requirement shall be notified by the haulier to the competent authority within 15 days from the date of the change.

Summarizing the key aspects related to the licensing and authorization for transport enterprises, we highlight the following critical points encountered during their acquisition:

• The registered office must be valid for at least one year from the application date, and the license application must include proof of ownership or the right to use these premises.
• The primary operation of the company must fall within the transportation sector.
• In cases where the organizational structure is chosen to be a branch, the legal requirements are unclear, and a separate transport license may not be necessary. Instead, activities can proceed under the parent company’s license.

The details above are only parts of a company incorporation process. Our team of highly experienced professionals is ready to help you to find the best choices for your company or entity, based on your needs, and take your business to the next level.

[1] Foreign equity investment is calculated as the amount of foreign capital subscribed at registration, plus subscriptions through foreign capital increase, plus/minus share capital transferred by / to resident associates/shareholders, minus share capital subscribed to companies struck off the Commercial Register.

Silviu Constantin

Senior Associate Lawyer | Accace Romania

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+40 314 050 440

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