Company Formation in Romania (SRL)

Company formation in Romania almost always means one thing: setting up an SRL — societate cu răspundere limitată, a Romanian limited liability company, similar to an LLC, Ltd or GmbH. It can be owned entirely by non-residents, whether individuals or foreign companies, and it limits each shareholder’s liability to their contribution.

We coordinate the registration file at the Trade Register (ONRC) and tell you up front which decisions are worth thinking through before filing — because changing them afterwards means another filing and another wait. The legal documents are drafted by the collaborating law office. Below is what a foreign founder needs to know to register a company in Romania in 2026.

Key figures for 2026

Decisions to take before filing

Registering a company in Romania as a non-resident: documents

Documents issued abroad must be accepted by a Romanian authority, which in practice means two formalities. First, an apostille if the issuing country is party to the 1961 Hague Apostille Convention, or consular legalisation if it is not. Second, a certified translation into Romanian by an authorised translator, with the translator’s signature certified by a notary.

• Individual shareholders and directors: a copy of the passport (EU citizens may use a national identity card) and the statements by which each confirms that they meet the legal conditions to hold the position
• Tax record: where the Trade Register cannot check a founder’s Romanian tax record, a statement on their own responsibility is usually accepted instead
• Corporate shareholders: a recent certificate or extract from the home company register, the articles of association and the board resolution approving the Romanian SRL, appointing its director and authorising the signatory — apostilled and translated
• Beneficial owner details: identification data and the way control is exercised, for every natural person behind the structure
• Registered office: the contract or title proving the company’s right to use the address
• Business details: three preferred company names, in order, and a description of the intended activity — we translate it into CAEN codes

How you sign without travelling

Under Law 265/2022 on the Trade Register, the file can be submitted online and the articles of association signed with a qualified electronic signature. A qualified signature issued in any EU member state has the same legal effect as a handwritten one, so founders who have one do not need to come to Romania at all.

Without a qualified signature, the usual route is a power of attorney signed before a notary in your country and apostilled, which allows a representative to sign and file on your behalf. A Romanian consulate can also certify signatures. Since November 2022, the representatives of an SRL no longer have to file a specimen signature with the Trade Register.

A realistic timeline

1. 1Structure and document list — 1–2 working daysOnce you tell us the activity and who the shareholders are, we confirm the structure, the documents and the cost.
2. 2Documents from abroad — usually 1–3 weeksApostille and certified translation. For most foreign founders this is the longest step, and it depends on your country, not on us.
3. 3Drafting and filing — 1–2 working daysThe collaborating law office drafts the articles of association; the file goes to ONRC once everything is signed.
4. 4Trade Register decision — 1 working day (statutory term)The registration certificate also carries the company’s tax identification code (CUI).
5. 5Bank account and tax set-up — days to several weeksDepends mainly on the bank’s checks on non-resident owners; VAT registration, if needed, follows.

In practice, expect two to four weeks from the first conversation to a registered company when documents come from abroad, and less when the founders sign electronically. These figures are indicative: the final timing belongs to the authorities and the bank.

Bank account and share capital

Proof that the share capital has been paid is no longer required when an SRL is registered (a change introduced by Law 223/2020), so you do not need a Romanian bank account before registration. You will need one soon afterwards: since 1 January 2026, a new company must open a payment account in Romania — or at the State Treasury — within 60 working days of incorporation. A company without one can be fined and declared fiscally inactive, and an account held abroad does not count.

Banks run their own know-your-customer checks on non-resident owners and directors, and some ask the director to attend in person or to complete video identification. Requirements differ from bank to bank, and the process can take longer than the registration itself, so start early.

Subsidiary or branch?

A foreign company can operate in Romania through an SRL — a subsidiary with its own legal personality and limited liability — or through a branch (sucursală), which is registered with the Trade Register but remains part of the parent company. Most foreign groups choose the SRL, because the parent’s liability is limited to its contribution.

Other legal forms

The SRL is not the only option, and occasionally it is not the right one. We also register:

• PFA / II / ÎF — sole trader and family enterprise forms, for individuals working on their own account
• SRL-D — the start-up (debutant) variant, with specific conditions and benefits for first-time founders
• SA — joint-stock company, for larger structures or where shares must be freely transferable
• SNC / SCS / SCA — partnership forms, used in specific situations
• NGO — associations and foundations, registered through a different procedure

After registration: obligations from day one

A newly registered Romanian company has obligations from day one, even with no activity. Make sure you have an accountant lined up before you start trading — the deadlines do not wait for the company to become active.

• SPV — access to the tax authority’s online portal, through which ANAF communicates with companies
• e-Factura — invoices to businesses and, since 2025, to consumers are reported through the national RO e-Factura system within 5 working days of issue
• Tax regime — the microenterprise regime (1% of revenue) if the company meets the conditions, including at least one employee (a new company has 90 days from registration to hire one), otherwise 16% corporate income tax
• VAT — mandatory once turnover exceeds 395,000 lei; it can be requested earlier, for example for intra-EU trade, and ANAF may check the application before granting a VAT code
• Dividends — 16% withholding tax in 2026; non-resident shareholders may reduce it under a double tax treaty, with a certificate of tax residence, or under the EU Parent-Subsidiary rules where the conditions are met
• Reporting — monthly or quarterly returns and annual financial statements, prepared by your accountant

Frequently asked questions