How to set up a company in Romania: the SRL, step by step for non-residents

How to set up a company in Romania: what you are actually deciding

How to set up a company in Romania is, in practice, four decisions and one file. The decisions are whether you need a Romanian entity at all, what capital and shareholding it has, where its registered office sits, and which tax regime it starts in. The file is the one submitted to the Trade Register (ONRC), and once the registrar issues the resolution, the company exists with obligations attached.

The form used by the overwhelming majority of businesses is the SRL, the Romanian limited liability company. Liability is limited to the contribution, one shareholder is enough, foreign shareholders and foreign directors are permitted without restriction on nationality, and the governance requirements are light. A joint-stock company (SA) exists for cases that need it — a larger capital base, transferable shares, a board structure — and those cases are rare at start-up.

This guide is written for a founder who is not resident in Romania: an individual abroad, or a foreign company opening a Romanian subsidiary. Everything below applies to a Romanian founder as well; what the non-resident adds is a documentation layer. The company law framework is published on the official legislation portal, legislatie.just.ro, the Fiscal Code by ANAF, and the registry procedures on onrc.ro.

First: do you need a Romanian entity?

This is the question worth answering before any document is ordered, because an unnecessary entity brings a permanent Romanian reporting file with it.

A foreign company that only holds stock in a Romanian warehouse, sells locally from that stock, transfers its own goods into Romania or moves goods through the country can usually deal with Romania through a VAT registration alone. It files Romanian VAT returns and the reports that go with them, and it keeps its accounting at home. The route is described under VAT registration for non-residents and the full cycle in the guide on VAT in Romania for foreign companies.

A business that will employ people in Romania, hold premises, sign local contracts in its own name, tender locally or build a local brand generally wants an SRL. So does a founder who wants a separate liability perimeter or a vehicle that can be sold.

The two answers are not interchangeable, and the cost difference is not the incorporation fee. It is that an SRL carries Romanian accounting, corporate tax, payroll if it employs, annual financial statements and the full compliance calendar, while a VAT registration carries the VAT block only.

The four decisions that go into the file

Share capital. Article VI of Law 239/2025, in force from 18 December 2025, sets the minimum for a newly registered SRL at RON 500, in shares of equal nominal value, and at RON 5,000 for a company whose annual financial statements for the previous year show net turnover above RON 400,000. Deposit it before registration; it is released once the company is registered.

Companies registered before that date have two years to raise their capital and amend their constitutive act, with a reduction of the Official Gazette publication fee where the change is made by 31 December 2026 and concerns only the capital increase. Failure to comply can be met with a dissolution request.

The minimum is a floor, not a plan — a company that buys stock or waits ninety days to be paid needs to be funded for that, and a company financed only by shareholder loans acquires an interest deductibility and transfer pricing question along with the cash.

A worked example

A Romanian SRL incorporated in 2019 with the old minimum capital of RON 200 reports net turnover of RON 620,000 for 2025. Because that is above RON 400,000, its legal minimum is now RON 5,000, so it has to contribute a further RON 4,800 and amend the constitutive act within the two-year window, taking the reduced publication fee if it does so during 2026. A sister company with net turnover of RON 310,000 in the same group only has to reach RON 500, a further RON 300. Same shareholder, same two-year deadline, two different amounts — which is why the test is run per company, off the filed accounts, rather than across the group.

Shareholders. Individuals or companies, any nationality, and a single shareholder is permitted subject to the restrictions in the law on sole shareholding. Where the shareholder is a foreign company, the file has to show who is entitled to sign on its behalf.

Directors. Resident or non-resident. What matters more than nationality is the powers clause in the articles of association: whether directors act alone or jointly, and whether there are limits by amount or by type of act. Banks apply that clause literally, so a clause drafted for elegance rather than for operations creates friction every time a payment is signed.

Activity codes. One main code and as many secondary codes as the business needs. The main code classifies the company; some activities require authorisation; a few are excluded from the micro-enterprise regime. Copying a long list from another company has a cost, and discovering a missing code during a tender has a larger one.

The fifth element, which is not a decision but a document, is the registered office.

The registered office

Every Romanian company declares a registered office and supports it with 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 — including from the tax authority — is served there.

For a founder with no premises here, the office is provided under a contract for a defined term. Three practical rules:

• Track the renewal date. A lapsed office contract leaves the company without a valid seat and creates a registry problem and a tax problem at the same time.
• Use one address form everywhere. The office document, the articles of association and the translations must agree character for character; a discrepancy produces a request for clarification and a lost cycle.
• Make sure correspondence is actually read. An address where nobody opens the post is worse than useless, because terms start running from communication.

The documents a non-resident founder has to produce

This is the part that differs from a domestic incorporation, and the order of operations matters.

1. Obtain the document in the issuing country — passport in the required form for an individual; registry extract, constitutive documents and evidence of signing power for a company.
2. Apostille or legalise. Documents from states party to the 1961 Hague Convention carry an apostille from that state’s designated authority. Documents from other states go through consular legalisation. Certain bilateral agreements on legal assistance remove the requirement altogether, so the country of issue determines the route.
3. Translate into Romanian through an authorised translator, with the signature notarised where required — after the apostille, never before, because the apostille is part of the document and has to appear in the translation.
4. Watch validity. Registry extracts are expected to be recent. A document obtained too early can expire while the rest of the file is assembled.

Two clarifications that come up in nearly every file. Being a director or shareholder of a Romanian company does not create a right to live or work in Romania — immigration status is a separate matter with its own rules. And it does not by itself make the person a Romanian tax resident. We state both as facts and do not build anything on them.

Signing from abroad: the power of attorney

The company can be incorporated without the founder travelling. The instrument is a power of attorney, signed abroad — usually before a notary — then apostilled or legalised and translated.

Whether it works on the first attempt depends on two things. The scope must cover every act the representative will perform: reserving the name, signing the articles of association and the declarations, depositing the file, representing the company before the Trade Register, receiving documents, and responding to a resolution asking for clarification. And the identification of the parties must match the rest of the file exactly — same name form, same document numbers, same address.

The economical approach is to have the Romanian text drafted first and signed abroad, rather than signing a general authority at home and discovering that the registry wants a specific one.

Step by step at the Trade Register

1. Name reservation. Checked against the existing register; similar names are refused.
2. Articles of association. Shareholders, capital and its division, directors and their powers, activity codes, registered office, duration.
3. Registered office document, with the consent required for the space.
4. Declarations by shareholders and directors in the forms the registry requires, plus identity documents.
5. Proof of the share capital deposit.
6. Beneficial owner information, in the form the law requires at incorporation.
7. Submission and resolution. The resolution produces the registration certificate and the company’s unique registration code, and the company is published as the law provides.

Once the documents are ready, setting up the company typically takes one to two weeks, bank account included. Where the registrar asks for clarification, the file is completed within the term set. That is routine, not a rejection — but each round costs days, which is why the documentation order above is worth following.

The numbers that matter

Deadlines that fall on a non-working day and the exact term for the annual statements should be checked against the ANAF calendar for the year concerned. The full map is in the Romanian tax calendar.

After registration: the first four weeks

The bank account. The bank file is prepared in parallel with the ONRC file, so the account is opened within the same one to two weeks, and the capital account becomes the operating account once the company is registered. Bank onboarding has its own documentation, and for non-resident structures it looks closely at the beneficial owner, the source of funds and the nature of the business. Some banks complete it remotely; others require the director to be identified in person once — something we plan from the start rather than discover at the end.

Tax registrations. The company’s tax vector — what it declares and how often — follows from its registrations. VAT registration depends on the threshold rules and on the transactions actually carried out, and can also be requested. From the moment the company is VAT registered, the cycle under tax compliance runs, including SAF-T and RO e-Factura.

Accounting from the first document. Romanian reporting is document-level, and the filings are built from documents rather than from a summary. Starting the accounting at the first invoice is what makes the first period reportable without reconstruction.

Employment, if the regime requires it. The micro-enterprise regime requires at least one employee. Under article 48 paragraph (3) of the Fiscal Code, as amended by GEO 8/2026, a newly registered company that opts for the regime from its first fiscal year has 90 days from registration to meet the employee condition in article 47 paragraph (1) letter g) — which removes a trap that used to catch founders still waiting on a bank account. The employment relationship has to exist and be registered properly, and it brings the payroll cycle with it from that point — see payroll and HR.

Choosing the tax regime, and taking money out

The micro-enterprise regime taxes revenue at 1% from 2026, up to EUR 100,000, with at least one employee, excluded activities and shareholding conditions. Corporate income tax is 16% on taxable profit.

The comparison is arithmetic. A high-margin service business usually pays less on turnover; a business with thin margins, heavy costs or an investment phase usually pays less on profit. The comparison should also look a 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 model is in the guide on the micro-enterprise regime versus corporate tax.

Getting money out belongs in the same calculation. Dividends are taxed at 16% from 2026, withheld at payment, and only distributable profit determined under the Romanian accounting rules can be paid. For a foreign shareholder, a treaty may reduce the rate and the EU parent-subsidiary regime may exempt the distribution — both only where the documentation, starting with a valid tax residency certificate, exists before the payment. The detail is in the guide to dividend tax in Romania and, for the withholding mechanics, on the withholding tax page.

Salary and director’s remuneration are the alternatives, each with a different combination of income tax, contributions and deductibility. They are modelled together rather than separately, because the best answer usually mixes them.

Specific situations

A subsidiary of a foreign group. The Romanian entity will keep statutory accounts under Romanian regulations and report into the group under another framework. Set up the bridge between the two at the start, and document the intra-group flows — management fees, recharges, loans — before they begin, since these are the first items an inspection looks at.

A single founder living abroad, running the company remotely. Entirely possible. Two things need a plan rather than improvisation: who signs at the bank in practice, and who receives and reads correspondence at the registered office.

E-commerce and marketplace sellers. The entity decision and the VAT decision separate here. Stock in a Romanian fulfilment centre creates a Romanian VAT obligation whether or not an SRL exists, so establish the VAT position first and then decide about the entity.

A company that will not trade immediately. A dormant Romanian company is not a dormant file. Filings continue, including nil returns where the obligation exists, and the annual financial statements are still due.

The mistakes that delay a Romanian incorporation

• Translating before apostilling, so the certification is missing from the translated document and the work is repeated.
• A power of attorney that is too narrow — one missing act, one more notarial appointment abroad.
• Name or address mismatches between the foreign documents and the Romanian file.
• A registered office contract with a short term that nobody tracks.
• Leaving the bank until last instead of preparing its file in parallel with the registration, then waiting on onboarding while the company is already registered and running deadlines.
• Choosing the tax regime by default rather than by calculation, and discovering at the first year end that the other one was materially cheaper.
• Starting the accounting late, then paying twice: once to reconstruct the period, once for the corrections that follow.

How we help

We prepare the whole file: the power of attorney drafted for signature abroad, the list of what must be apostilled and what legalised, the authorised translations, the articles of association written around how the company will actually operate, the registry submission, and then the tax registrations and the accounting from day one. The service page is opening a company in Romania as a foreigner; the general route is on company formation. Everything runs online, in English, Italian or Romanian, with a partner-led team of accountants and tax consultants rather than a form-filling service.