Open a company in Romania as a foreigner: what actually differs
To open a company in Romania as a foreigner, you incorporate the same SRL a Romanian founder would, at the same Trade Register, with the same share capital and the same governance. Nationality and residence are not conditions for holding shares or for being a director. The general steps are described on the company formation page and apply here without change.
What differs is the file. Every document issued abroad has to arrive in a form a Romanian registrar can accept: apostilled or legalised, and translated by an authorised translator. And because founders rarely want to travel, the file is normally signed under a power of attorney drafted to cover exactly what the registry will be asked to do. Those two points are where non-resident incorporations are delayed, almost never the incorporation itself.
Who can be a shareholder and a director
| Founder | Identification documents | Usual additional requirement |
|---|---|---|
| EU individual | Passport or national identity card | Apostille where the issuing state requires it for the documents used |
| Non-EU individual | Passport | Apostille, or consular legalisation where the state is outside the Hague Convention |
| EU company | Registry extract and constitutive documents | Apostille and authorised translation; proof of who may sign for the company |
| Non-EU company | Equivalent registry documents | Legalisation and authorised translation; the signing power often needs separate evidence |
A single foreign shareholder may hold the whole capital. A foreign company may be the sole shareholder, subject to the general restrictions in the law on sole shareholding. Directors may be non-resident, and their powers — acting alone or jointly, with or without limits by amount — are written into the articles of association.
One point that comes up in almost every conversation and belongs in the file rather than in an assumption: being a director or a shareholder of a Romanian company does not by itself grant a right to live or work in Romania, and does not by itself make the person a Romanian tax resident. Immigration status and personal tax residence are separate questions with their own rules, and we treat them as such.
- 01NIFTax identificationThe Romanian tax identification number for the non-resident shareholder and director. No Romanian personal numeric code is needed.
- 02The power of attorneyNotarised at a notary or at a diplomatic mission and apostilled, so the file can be lodged without you coming to Romania.
- 03Translations and apostilleDocuments from your home state are apostilled or legalised, then translated into Romanian by a sworn translator.
- 04The registered officeThe Romanian address and the document proving the right to use it, registered with the tax office.
- 05ONRCFiling and registrationThe application goes in online, and from there come the registration certificate and the unique registration code.
- 06VAT and the bank accountVAT registration where the activity calls for it, and opening the bank account.
Steps 01 to 03 can run in parallel: the apostille and the translations have their own lead times, which depend on the issuing state, and the tax identification does not wait for them.
Apostille, legalisation and translation
The sequence matters, and getting it wrong costs a full cycle.
- Obtain the document in the issuing country: the passport copy in the required form, the company registry extract, the constitutive documents, the evidence of who may sign.
- Apostille or legalise it. Documents from states party to the 1961 Hague Convention carry an apostille issued by the designated authority of that state. Documents from other states go through consular legalisation. Some bilateral agreements on legal assistance remove the requirement altogether, so the country of issue decides the route.
- Translate into Romanian, by an authorised translator, with the translator’s signature notarised where required. The translation is made after the apostille, because the apostille is part of the document and must appear in the translated version.
- Check validity dates. Registry extracts are usually expected to be recent. A document obtained too early expires while the rest of the file is being assembled.
Where documents are issued in a language we work in, we review them before they are translated, which is normally the cheapest quality check in the whole process.
Where the shareholders come from: what changes by country
The right to own the company does not depend on citizenship. What changes from one state to another is the document required from a corporate shareholder and the formality that makes it valid in Romania.
| Home state | Document required from the company | Formality |
|---|---|---|
| Italy | Recent visura camerale | Apostille + sworn translation |
| Germany | Handelsregister extract | Apostille + sworn translation |
| France | Kbis extract | Apostille + sworn translation |
| United Kingdom | Certificate of Incorporation and the Companies House extract | Apostille + sworn translation |
| United States | Certificate of Good Standing from the Secretary of State | Apostille from the same Secretary of State, then translation |
| Israel | Companies registry extract | Apostille + sworn translation |
| United Arab Emirates | Trade licence or registry extract | Apostille or legalisation, following the procedure of the issuing state |
| Other states | The equivalent registration document | Apostille if the state is party to the Hague Convention; otherwise legalisation at the diplomatic mission |
Three things we settle before anyone orders anything:
Order matters. The translation comes after the apostille, not before. A translation ordered too early does not cover the apostille and has to be redone.
The age of the document matters. Registry extracts have a practical shelf life; one issued months ago is usually refused.
The issuing state’s status is checked on the day. The list of Hague Convention states changes, and some pairs of states have bilateral treaties that simplify the formality. We check first, so you do not pay for a legalisation you did not need.
For individual shareholders the formality applies to the identity document or passport, where it is required at all. For those without a Romanian personal numeric code we obtain the tax identification number — step 01 in the flow above.
Power of attorney and remote incorporation
The company can be incorporated without the founder setting foot in Romania. The instrument that makes it work is a power of attorney, signed abroad in the required form — usually before a notary — apostilled or legalised, and translated.
Two things decide whether it works on the first attempt. The scope has to cover everything the representative will do: reserve the name, sign the articles of association, sign the declarations, deposit and represent before the Trade Register, receive documents, and handle any resolution requiring clarification. And the identification of the parties has to match the other documents in the file exactly — the same name form, the same document numbers, the same address.
We draft the text to be signed abroad, so that the notary in your country certifies a document that Romania will accept, rather than a general authority that has to be redone.
The registered office
A Romanian company must declare a registered office, supported by a document proving the right to use the space — an ownership title, a lease or a free-use agreement — with the owner’s consent where it is required. Official correspondence is served there, including from the tax authority.
For a founder with no premises in Romania, the office is provided under a contract for a defined term. Two rules follow from experience. Keep the renewal date visible: an office contract that lapses leaves the company without a valid seat and creates a problem with the registry and with ANAF simultaneously. And make sure the address is used consistently in every document of the file, including the translated ones — a discrepancy of one character between the office document and the articles of association is enough for a request for clarification.
The bank account
The share capital is deposited before registration and released once the company is registered, into an account with a bank of your choice. Opening that account falls within the same one to two weeks as the registration: we prepare the bank file in parallel with the ONRC file, not after it.
Bank onboarding has its own documentation, and it looks closely at non-resident structures: the identity of the beneficial owner, the source of funds, the nature of the business and its counterparties. Some banks complete it remotely; others require the director or the beneficial owner to be identified in person once. We choose the bank with you at the start and plan that appearance, where it is needed, as part of the timeline.
Tax registration and what starts immediately
Registration produces a company with obligations from day one.
The tax vector. What the company declares, and how often, follows from its registrations. VAT registration depends on the threshold rules and on the transactions actually carried out; it can also be requested. From the moment the company is VAT registered, the cycle described under tax compliance applies, including SAF-T and RO e-Factura.
Accounting from the first document. Romanian reporting is document-level, so the accounting starts with the first invoice, not with the first month-end.
The regime decision. The micro-enterprise regime taxes revenue at 1% from 2026 up to EUR 100,000 and requires at least one employee; corporate tax is 16% on profit. For a company with a foreign parent, the distribution side belongs in the same calculation, since dividends are taxed at 16% from 2026 and treaty or EU relief depends on documentation being in place before payment — the mechanics are on the withholding tax page.
A Romanian company, or only a VAT number?
Not every foreign business needs an entity here, and incorporating one that is not needed adds a full Romanian reporting file.
A foreign company that stores goods in a Romanian warehouse, sells locally from that stock, or moves goods through the country can generally register for Romanian VAT without incorporating. That route is described under VAT registration for non-residents, and the full obligation cycle in the guide on VAT in Romania for foreign companies.
A company that will employ people here, hold premises, sign local contracts in its own name or build a local presence usually wants an SRL. We work through the comparison on the facts before the file is opened, because switching afterwards means unwinding registrations rather than adjusting them.
What we do, and what goes wrong without it
We draft the power of attorney for signature abroad, list precisely which documents need an apostille and which need legalisation, arrange the authorised translations, prepare the articles of association around how the company will actually be run, register the file, and then set up the tax registrations and the accounting. The step-by-step version, with the documents in order, is in the guide on setting up an SRL as a non-resident.
The recurring failures are always the same four:
- Translation before apostille, so the translated document does not carry the certification and has to be redone.
- A power of attorney that is too narrow, missing one act the registry requires, and a second notarial appointment abroad to fix it.
- Name and address mismatches between the foreign documents and the Romanian file.
- The bank left until last, instead of preparing its file in parallel with the registration — which is how the account fits inside the same one to two weeks.
