LLCs vs. ANPs - how to set it up and to choose?📑

What are LLCs and ANPs?

Both the limited liability company (”LLC”) and the authorized natural person (”ANP”) are legal forms through which an individual may carry out economic activities in Romania.

These forms differ in terms of legal status, organizational structure, liability regime, applicable tax treatment, and procedural requirements.

How are they established?

Both LLCs and ANPs are formed by registration with the Trade Register Office (Oficiul Registrului Comerțului) in the county where the registered/professional office will operate. The main steps are:

Name availability check and reservation

ANP: The business name must include the first and last name of the individual, with optional additional elements for differentiation.

LLC: Three name options must be proposed, from which one will be reserved. There is no requirement to use the personal name.
Establishing the registered/professional office

Both structures require proof of legal right to use the premises for the registered/professional office(e.g., lease or loan-for-use agreement).
Preparation and submission of documentation

ANP: The documentation is simplified, no articles of incorporation or share capital is required.

LLC: A more complex file is needed, including articles of incorporation (detailing shareholders, contributions, management, business activity), share capital deposit (minimum 1 RON), applicable administrative fees.
For both types, the complete file is submitted to the Trade Register Office, either physically or online.
Issuance of the registration certificate

After verification, the Trade Register issues the Certificate of Incorporation and the Unique Identification Code (CUI).

The entire registration process for both legal forms can be carried out online, through the official Trade Register portal, using a qualified electronic signature.

Legal liability

ANP: The individual is personally liable for the obligations incurred in the operation of the business, first with the assets allocated to the professional activity, and, if these are insufficient, with personal assets.

LLC: The shareholders benefit from limited liability and are not personally liable beyond the subscribed share capital.

Tax obligations

ANP: Uses single-entry bookkeeping (cash-based accounting). The individual is not required to hire an accountant but is fully responsible for correct tax record-keeping.

LLC: Must apply double-entry accounting, prepare annual financial statements and balance sheets, and, in practice, must retain a certified accountant.

⚖️ From a fiscal perspective, LLC offers greater flexibility and more favorable taxation for higher income levels, whereas the ANP is simpler to manage, but less efficient fiscally, particularly for larger-scale businesses.

Other key differences

Professional qualifications

ANP: Proof of relevant professional qualifications or experience (diplomas, certificates, or accredited courses) is mandatory.

LLC: No proof of qualifications is required.

Permitted activities and NACE Codes

ANP: May perform up to five types of activities (NACE codes), and proof of qualification is required for each.

LLC: May include an unlimited number of NACE codes and does not require proof of qualifications for each activity. This allows for greater flexibility in expanding business activities.

Company name

ANP: The name must include the full name of the individual, with optional elements added for distinction.

LLC: Up to three name options may be proposed (not required to include the founder’s name), and one will be reserved with the Trade Register.

Number of Employees

ANP: May hire up to three employees.

LLC: No legal restrictions on the number of employees.

Which one to choose in practice?

LLC is recommended for businesses with growth potential, higher commercial risk, partnership needs, multiple employees, or when strict separation of personal and business assets is required.

ANP is more suitable for small-scale, independent professional activities (freelancers, liberal professions, or low-risk service providers).

📌 Choosing the appropriate legal form depends on:

the nature and risk level of the business activity;
estimated income level;
business expansion plans;
the need to protect personal assets.

Our team of lawyers is at your disposal to assist you with the formation of an LLC or a ANP, as well as with any corporate amendments required during the operation of your business. We provide tailored legal advice and comprehensive support to help you avoid legal and fiscal risks in the long term.

We invite you to contact us for personalized legal advice, whether you are starting your business or considering a transition from one to another.