Company formation in Romania: what the file has to contain
Company formation in Romania runs through the Trade Register (ONRC), and for most businesses it produces an SRL — the Romanian limited liability company. Liability is limited to the contribution, a single shareholder is enough, and the governance requirements are modest. Unless there is a specific reason to use another form, the SRL is the answer.
Setting up the company typically takes one to two weeks once the documents are ready, bank account included. The work is in the file, and four elements in it decide how the company operates afterwards: the share capital, the registered office, the activity codes, and the powers of the director. Each of them is cheap to get right at the start and expensive to change later, because changing any of them means another registration.
Share capital, shareholders and directors
The minimum share capital for an SRL is RON 500, divided into shares of equal nominal value and deposited in a bank account before registration. It is released to the company once the registration is complete. Treat the minimum as a legal floor rather than a plan: a company that will hold stock, pay suppliers before it collects, or fund a first project needs capital or shareholder financing sized to that, and a company financed only by shareholder loans has an interest deductibility and transfer pricing question waiting for it.
Shareholders may be individuals or companies, Romanian or foreign, and a single-shareholder SRL is permitted subject to the restrictions in the law on sole shareholding. Directors may be resident or non-resident, and their powers — jointly, severally, with or without limits by amount — are written into the articles of association. That clause is worth reading before it is signed, because a bank will apply it literally.
The registered office
Every Romanian company declares a registered office, supported by a document proving the right to use the space: an ownership title, a lease, or a free-use agreement. This is where official correspondence is served, which is why it cannot be treated as a formality.
It is also the single most common reason a registration is delayed. The document is missing, it has expired, the owner’s consent is not in the required form, or the address in the office document does not match the address written elsewhere in the file. Where the office is provided by a service provider, the contract has to run for a defined term and be renewed on time — a company whose registered office lapses has a problem with the registry and with the tax authority at the same time.
The ONRC file, in order
- Name reservation at the Trade Register, checked against the existing register.
- Articles of association, setting out shareholders, capital, directors and their powers, activity codes and the office.
- The registered office document, with the owner’s consent where it is required.
- Declarations by shareholders and directors, in the forms the registry requires, together with identity documents.
- Proof of the share capital deposit.
- Submission and resolution. The registrar’s resolution produces the registration certificate and the company’s unique registration code.
Activity codes deserve one deliberate decision rather than a copied list. The main code determines how the company is classified, some activities are subject to authorisation, and a few are excluded from the micro-enterprise regime. Declaring codes the company will not use has a cost; discovering a missing one during a tender has a larger one.
- 01Name and registered officeThe name reservation and the document proving the right to use the registered office.
- 02The articles of associationShareholders, contributions, shares, management, business object, decision rules.
- 03Capital and declarationsShare capital paid in before registration, shareholder declarations and the beneficial owner details.
- 04ONRCFiling and registrationThe application is filed online. The registration certificate and the first tax formalities follow.
Share capital is RON 500, or RON 5,000 where turnover exceeds RON 400,000 (art. VI of Law no. 239/2025). With the documents ready, one to two weeks pass between filing and an operating company — bank account included.
After registration
The bank account. Opening it is part of the one to two weeks, not a step after them: we prepare the bank file in parallel with the ONRC file, and the capital account becomes the operating account once registration is complete. The bank has its own onboarding documentation, and some banks require the director to be identified in person; for foreign shareholders and directors we plan that from the start, so it fits inside the same timeline.
Tax registrations. The company’s tax vector — what it declares and how often — is set at registration and updated as the business changes. VAT registration follows the rules on the threshold and on the transactions carried out; a company can also register on request or become registrable through a specific operation. From that point the reporting cycle described under tax compliance starts running, including SAF-T and RO e-Factura.
Accounting from the first document. Romanian reporting is document-level. Starting the accounting at the first invoice rather than at the first month-end is not tidiness; it is what makes the first filings possible without reconstruction.
The first employee. If the company intends to use the micro-enterprise regime, the employment relationship has to exist and be registered properly, which brings payroll obligations with it from the first month — the detail is on the payroll and HR page.
Choosing the tax regime
Two regimes are available to a new Romanian company, and the choice is arithmetic rather than preference.
Company tax calculatorPut in the expected revenue and costs and see what the company pays under each regime, down to net in hand.CompareThe micro-enterprise regime taxes revenue at 1% from 2026, up to a ceiling of EUR 100,000, and requires the company to have at least one employee. Certain activities are excluded and shareholding conditions apply. Corporate income tax is 16% on the taxable profit.
A high-margin service business usually pays less on turnover. A business with thin margins, significant costs or an investment phase usually pays less on profit. The comparison also has to look one year ahead, because crossing the ceiling, losing the employee or restructuring the shareholding moves the company out of the regime — sometimes within the year. The full comparison, with the arithmetic, is in the guide on the micro-enterprise regime versus corporate tax.
The distribution side belongs in the same conversation: dividends are taxed at 16% from 2026, withheld when they are paid, and only distributable profit determined under the Romanian accounting rules can be paid out. Salary, director’s remuneration and dividends produce different totals, and the comparison is part of what we model before the first year closes.
Foreign shareholders and directors
Where the shareholder or the director is not Romanian, nothing in the structure changes but the documentation does: corporate documents apostilled and translated, identity documents in the required form, and a power of attorney if the founder does not want to travel. The company can be incorporated remotely. That route is described in detail on the page about opening a company in Romania as a foreigner, and step by step in the guide on setting up an SRL as a non-resident.
What we do
We prepare the file, reserve the name, draft the articles of association around how the company will actually be run, register it, and then set up what comes after: the tax registrations, the accounting from day one, and the regime decision modelled on your own figures rather than on a rule of thumb. Everything runs online, and communication is in English, Italian or Romanian, with a partner-led team of accountants and tax consultants rather than a form-filling service.
