Company formation in Romania is usually carried out as a limited liability company (SRL). Registration with the Trade Register can take three to five working days and does not require travel to Romania. The timetable that matters more is the bank account and capital step, the choice between the standard 16% corporate tax and the 1% micro-enterprise regime, the work permits for non-EU staff and the way the shareholders’ own country treats the company.
Company formation in Romania: which structure is right?
For most foreign investors, company formation in Romania starts with the usual choice of the SRL. Branches and representative offices are available as alternatives. The joint-stock company (SA) is generally reserved for listings, large share capital or regulated sectors. The tax and incentive points for each option should be checked before the structure is chosen.
Shareholders’ liability is limited to their contribution. One or more shareholders can form the company, and the shareholder can be a foreign individual or company.
- Registration in about three to five working days
- Administrator of any nationality
- Suitable for the 1% micro regime, if conditions are met
A branch carries out the parent’s commercial activity; a representative office only represents and promotes. As no separate legal entity is created, the parent’s obligations in its home country continue.
- Reporting obligations in Romania apply
- Scope of commercial activity is limited for a representative office
Suited to larger capital needs, share transfers on a market or regulated activities. Its share capital requirements apply in addition to the general company rules.
- Share capital rules apply separately
- Governance requirements are more detailed
How does company formation in Romania work, step by step?
- 1–2 daysName reservationIn company formation in Romania, the company name is reserved and the trade name, CAEN activity codes and registered office are fixed. Name rules apply, and the activity codes must match the planned business.
- 1–2 weeksDocumentsShareholder and administrator identification documents are prepared. Foreign documents are submitted with an apostille and an official Romanian translation.
- 3–5 daysTrade Register filingThe application is filed with the Trade Register. Registration takes about three to five working days and does not require travel to Romania.
- 1–3 weeksBank account and capitalThe bank account is opened and the capital is paid in. The bank account step is often the longest part of the process and should be planned early.
- Within the deadlinesTax registrationsTax registration, VAT registration where required and the micro-regime election, if chosen, are completed with the tax authority.
- Within 90 daysFirst employeeWhere staff are hired, the first employee should be engaged within a window of about 90 days after incorporation, and the employer obligations start from that date.
Is a local partner, a local manager or a nominee director required?
No Romanian partner, local manager or nominee director is required. The administrator can be of any nationality. A residence permit for a foreign administrator who moves to Romania needs a separate visa process and is not part of the company registration itself.
Capital, trade name and multiple activities
For company formation in Romania, the SRL has no statutory minimum share capital requirement at incorporation following Law 223/2020; the earlier RON 200 requirement was removed. The capital can be set by the shareholders and must match the company’s operating needs. Some further capital rules apply once the company’s net assets fall below the share capital level, and these should be monitored each year. The SA has its own share capital requirements.
The trade name must follow the naming rules and must not be the same as an existing registered company. The activities are registered as CAEN codes, and a company can carry out several activities. Each activity should be listed at incorporation, because later additions require a registry update.
What does company formation in Romania cost?
For company formation in Romania with a single-shareholder SRL, the first-year cost is indicatively EUR 3,000 to 6,000, excluding staff. The amount depends on the office arrangement, the accounting scope and the number of activities. Costs for staff, work permits and the home-country advice are additional.
| Item (first year) | Indicative amount |
|---|---|
| Single-shareholder SRL, excluding staff | EUR 3,000–6,000 |
| Staff, work permits and home-country advice | Additional, by scope |
Taxes, accounting and invoicing after incorporation
Corporate tax. The standard corporate income tax rate in company formation in Romania is 16%. The 1% micro-enterprise regime is available for companies within the revenue and activity limits set in the law, and the eligibility threshold stated in our draft is EUR 100,000 [D: to be confirmed against the 2026 text].
Dividends and withholding. Dividends paid to non-residents attract withholding tax, and the applicable treaty rate depends on the recipient’s residence and the conditions for the treaty.
VAT and invoicing. The standard VAT rate is 21% from 1 August 2025 [D: to be confirmed]. Electronic invoicing through the national e-Factura system is required for B2B transactions.
Accounting. Annual accounts are filed with the Trade Register and the tax authority within the deadlines set by the law. Monthly and quarterly tax returns depend on the regime chosen.
- Monthly: VAT return where registered, payroll contributions
- Quarterly: micro-regime or income tax returns, depending on the regime
- Annually: annual accounts and corporate tax return
- Continuously: e-Factura invoicing for B2B transactions
Work permits and employer obligations
Non-EU staff need a work permit and a visa route suited to their role. The process depends on the job, the qualification and the company’s registration, and it starts only after the employer is in place. Employer and employee social contributions apply to salaries, and a minimum wage applies to all employees. Basic employment rules, such as contracts, working hours and holiday entitlement, apply from the first day of employment.
Romanian rules describe how the company is taxed in Romania. The shareholders’ country decides how the company and the dividends are treated for them. Company formation in Romania should therefore be assessed together with the rules of the shareholders’ residence, including the place of effective management and treaty residence.
The home-country side: what decides the outcome
- Place of effective management. A company whose decisions are taken in another country may be treated as resident there. Board decisions and the actual location of the manager should be documented.
- Controlled foreign company rules. The shareholders’ country may tax the profits of a low-taxed Romanian company, depending on its ownership and income type.
- Transfer pricing. Intra-group charges such as management fees and royalties should be priced at arm’s length and documented.
- Branch or subsidiary. A branch and a subsidiary are taxed differently. The choice should be made with the home-country result in mind.
- Treaty residence. A residence certificate is needed to claim treaty rates on dividends, interest and royalties. The certificate should be requested in advance.
OzbekCPA advises investors and companies from around the world on company formation in Romania: structure and tax impact, apostille and translation of documents, intra-group agreements and the assessment of the structure in the investor’s own country. For an assessment based on your activity and shareholding, please contact us. Related articles: Effective Management and Control · Transfer Pricing.
Frequently asked questions
Do I need to travel to Romania to form an SRL?
No. Company formation in Romania can be completed without travel to Romania, once the documents are prepared and translated.
Can a foreign company be a shareholder of an SRL?
Yes. A foreign company can be a shareholder, and the documents required for it include its registration extract and an apostilled authorisation.
Do I need a local partner?
No. A Romanian partner is not required for the SRL. The administrator can be of any nationality.
Who qualifies for the 1% micro-enterprise regime?
Eligibility depends on the revenue and activity limits in the law, and on the company’s shareholding and employee structure. The conditions should be checked against the current text before the regime is elected.
Why does the bank account take time?
Banks review the source of funds, the beneficial owners and the business activity before opening an account. Documents that are prepared in advance shorten the process.
Is e-invoicing mandatory?
Yes, for B2B transactions in Romania, invoicing is carried out through the national e-Factura system.
How does OzbekCPA support company formation in Romania?
OzbekCPA works on structure and tax impact, apostille and translation of documents, intra-group agreements and the assessment of the structure in the investor’s own country. Accounting and returns after formation are coordinated with the team. We do not offer golden visa services.
