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ShelfCompanies24 has been forming Romanian companies for international founders since 1995. Our Bucharest team handles every step of company formation in Romania on a single agreed service contract, from picking the right legal form through ONRC registration, ANAF tax registration, UBO filing and your first Romanian bank account. Most clients are trading inside 2 to 4 weeks, or in 3 to 7 working days if they choose a ready-made firmă prefabricată.
One agreed scope of work: the act constitutiv, the ONRC filing, the UBO register and a virtual sediu.
Company + sediu + banking + contabil autorizat under one roof.
Standard ONRC filing 3 to 5 working days. Romanian-speaking case manager.
eIDAS-qualified e-signature, Romanian consulate, or delegate to our Bucharest avocat via procură autentică.
We draft the act constitutiv, file ONRC, register CIF / TVA, file UBO at registrul beneficiarilor reali.
The SRL is the workhorse of Romanian commerce, covering more than 95% of new corporate registrations. Governed by Law No. 31/1990 (the Romanian Companies Act).
Required for listed entities, regulated sectors (banking, insurance), large capital projects.
| Form | Min. capital | Formation time | Best for |
|---|---|---|---|
| SRL | RON 1 (RON 200+ recommended) | 2 to 4 weeks | Default, SMEs, holdings |
| SA | RON 90,000 | 4 to 8 weeks | Listed groups, regulated |
| Sucursală | Parent-dependent | 4 to 6 weeks | Multinational presence |
| Firmă prefabricată | RON 200+ (paid) | 3 to 7 days | Need immediate trading |
Confirm legal form, asociați structure, business purpose with appropriate cod CAEN, sediu social location, banking preferences. We map CAEN codes to your intended activities.
The founding document is drafted by our Romanian avocat, bilingual Romanian-English. Provisions on share transfers, pre-emption, exit, deadlock.
Founders sign with notarised or avocat-certified signatures. Foreign founders can sign at any Romanian consulate, via eIDAS qualified electronic signature, or delegate to our Bucharest avocat via procură autentică.
Document evidencing the company’s registered office (lease, ownership, virtual office contract). The sediu must be in Romania; we provide first-year virtual sediu in Bucharest.
Although minimum is RON 1, our standard formations deposit RON 200 to 1,000+ for commercial credibility. Bank issues a chitanță capital social.
Files submitted electronically via portal.onrc.ro or in person at the regional ONRC office. ONRC issues:
Statutory processing time: 3 working days for electronic filings, often delivered in 1 to 2 days.
The CUI doubles as the tax identification number. Within 30 days of ONRC entry we file with ANAF for:
Beneficial owners filed in registrul beneficiarilor reali at ONRC within 15 days. Penalties up to RON 10,000.
Convert capital-social account to operating account. Romanian banks: BCR (Erste), BRD (Société Générale), Banca Transilvania, Raiffeisen Romania, ING Romania, CEC Bank, Alpha Bank, Garanti BBVA.
Nothing in the sequence above requires Romanian or EU residency. The asociați and the administrator can be of any nationality and live anywhere, and there is no local-partner rule, which is why foreign entities registering in Romania normally do so as a wholly owned SRL rather than a branch. Founders in the United States, the United Kingdom and Germany send apostilled passport copies and proof of address, have them sworn-translated in Bucharest, and sign either at a Romanian consulate, under an eIDAS qualified electronic signature, or through a procură autentică given to our avocat. The one point that needs real thought is tax residency, because Romania applies a place-of-effective-management test to decide where the company is taxed.
| Scenario | Typical duration |
|---|---|
| SRL via electronic ONRC filing | 2 to 3 weeks |
| SRL via paper filing | 3 to 5 weeks |
| SA (joint-stock) | 4 to 8 weeks |
| Sucursală of foreign company | 4 to 6 weeks |
| Firmă prefabricată, transfer rather than formation | 3 to 7 working days |
The Romanian micro company is not a separate legal form. It is an SRL that elects the microintreprindere tax regime, under which the company pays 1% of gross revenue instead of 16% of profit. From 1 January 2026 the ceiling is annual revenue of EUR 100,000, down from EUR 250,000, and the old 3% band has been abolished, so there is a single rate. Two conditions do the filtering: the SRL must keep at least one full-time employee on payroll, and it must not draw more than 20% of its revenue from consultancy. Because the tax is charged on revenue rather than profit, the regime suits businesses with real turnover and modest margins, and it stops suiting you once margins are high or the ceiling is passed, at which point the company moves to the standard 16%. We test the election against your forecast before we file it rather than after.
Romania keeps its beneficial-owner register, the registrul beneficiarilor reali, at the ONRC. Every natural person who ultimately owns or controls more than 25% of the shares, the voting rights or the profit entitlement of an SRL has to be named in it, and where no such person can be identified the senior managing official is filed instead. The declaration is due within 15 days of registration and again within 15 days of any change in ownership or control, and failure to file carries penalties of up to RON 10,000. The record covers the full identity, citizenship, residence and the nature of the control held, which is why the bank asks for the filing receipt when it opens the account. We make the initial filing alongside the ONRC application and keep it current for the first 12 months.
SRL via electronic ONRC filing: 2 to 3 weeks total. ONRC’s statutory decision time is 3 working days, but pre-filing document preparation, sediu lease and post-registration tax setup add 1 to 2 weeks. A firmă prefabricată transfer completes in 3 to 7 working days.
RON 1 (one Romanian leu), symbolic minimum since 2020. In practice we recommend RON 200 to 1,000 of paid-in capital social for commercial credibility.
The microîntreprindere regime taxes SRLs with annual revenue ≤ €100,000 at 1% of gross revenue instead of 16% CIT. Eligibility requires at least one full-time employee on payroll and that the SRL not derive more than 20% of revenue from consultancy services. The regime is highly attractive for SMEs with low to moderate margins; switch to standard 16% CIT once you exceed the threshold or want to draw heavy management compensation.
No residency or nationality requirement applies to either the associates or the administrators of a Romanian SRL. Law 31/1990 draws no distinction between Romanian and foreign nationals, and a company can be founded and managed entirely from abroad. Non-resident associates and administrators do need a Romanian tax identification number, and must supply the specimen signature and clean criminal record declarations that the trade register asks of everyone.
CAEN (Clasificarea Activităților din Economia Națională) codes are Romania’s NACE-aligned activity classification. Every SRL must declare a primary CAEN and may declare multiple secondary codes. Wrong CAEN can trigger sectoral licensing requirements (banking, insurance, healthcare, alcohol). We map the correct CAEN codes during onboarding.
Microîntreprindere: 1% on gross revenue (with employee). Standard: 16% on profit. VAT 19% standard. Dividend withholding 10% domestic, 0% to EU corporate parents.
Yes. Romanian tax law follows the place-of-effective-management test, so substance considerations matter. Most foreign clients run their SRL with a Bucharest virtual sediu and occasional administrator visits.
ANAF tax registration (CIF/TVA), microîntreprindere election if eligible, UBO filing, bank-account activation, contabil autorizat engagement. Most clients are fully operational within 3 weeks of ONRC entry.
You choose the form and the CAEN activity codes, we draft the act constitutiv, you sign it with notarised or avocat-certified signatures, we evidence a sediu social, deposit the capital social and file the package electronically at portal.onrc.ro. The ONRC decides within a statutory 3 working days and issues the CUI, the certificat de înregistrare and the certificat constatator. ANAF registration and the UBO filing follow, and the bank account is activated last.
The same way a Romanian would, without moving. Neither the asociați nor the administrator needs Romanian or EU residency and no local partner is required. You send certified and apostilled passport copies and proof of address, we sworn-translate them in Bucharest, and you sign at a Romanian consulate, under an eIDAS qualified signature, or by procură autentică to our avocat. Romanian banks apply fuller due diligence to a non-EU beneficial owner, which is bank policy rather than company law.
Yes. The microîntreprindere regime requires at least one full-time employee on payroll, alongside annual revenue no higher than EUR 100,000 from 2026 and no more than 20% of revenue from consultancy. An SRL that loses its only employee falls out of the regime and is taxed at the standard 16% on profit. The administrator can hold that employment contract, which is how most small owner-managed SRLs meet the test.
An SRL can carry on any lawful activity, so the question is really where Romania gives you an operating advantage. The deep ecosystems are IT and software around Bucharest and Cluj, business process and shared service centres, agriculture and food processing, and automotive supply, all of which come with a trained labour pool, banks that understand the sector and suppliers already in place. Tell your consultant the activity and we map it to CAEN codes before the file goes in.
Ready to register your Romanian company? Contact our Romanian desk for a service covering act constitutiv, ONRC, ANAF and banking.
Romania is one of several jurisdictions where ShelfCompanies24 maintains pre-formed entities and active formation services. Why pick Romania for your SRL specifically? Micro-company 1% on revenue up to €100k is the headline reason, but it pays to understand the trade-offs against the alternatives. Below are concrete differentiators that matter when you are weighing a structure decision against the actual operating profile of your business.
Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:
For Romania specifically: 16% standard; the microenterprise regime is a single 1% rate on revenue up to €100,000 from 1 January 2026, down from a €250,000 ceiling, and the 3% band was abolished. EU member, no Eurozone.
Issues we routinely see when prospects come to us after attempting the process directly with local providers in Romania:
Yes. A name change is filed with the ONRC via a directors’ resolution and a routine filing, typically clears in 48 hours. We include up to one name change as standard for both shelf-company purchase and new formation. Further changes are handled as a separate instruction.
Yes. A Romania tax resident SRL benefits from the EU Parent-Subsidiary Directive and the Interest and Royalties Directive, and from Romania’s bilateral network of about ninety comprehensive double taxation conventions, unusually wide across central Asia, the Middle East and Africa. As ever, the rate depends on the counterparty country, on beneficial ownership of the income and on the principal purpose test that the Multilateral Instrument wrote into most of these treaties.
The ONRC register is public. You search it by denumire or by CUI, and the certificat constatator that the register issues sets out the sediu social, the administrator, the asociați, the capital social, the CAEN codes and the filing history. Banks and counterparties order that extract routinely, and so should you before you sign anything with a Romanian entity. We include a fresh certificat constatator in every handover pack.
Material tax changes (rate moves, new minimum-tax regimes, treaty amendments) get communicated to active clients with our analysis of impact. Where the change is structural, for example the OECD Pillar Two implementation in Romania or a domestic tax-base reform, we proactively flag clients whose structures may need restructuring and set out a defined remedial path. The client is not left to discover material regulatory change from their accountant or from media reports.
A SRL is a separate legal entity Romanian-tax-resident with its own corporate tax filings and beneficial-owner record. A branch is an extension of a foreign parent, the foreign parent is the legal entity, the Romania branch books local-source income but the parent’s overall tax liability cascades. Most foreign owners pick a SRL for liability ring-fencing and clean tax accounting; branches are sometimes preferred where the parent has specific group-relief or treaty considerations that depend on common legal personality.
Engaging us for your Romanian new SRL formation covers the following deliverables under one service:
The deliverable scope is identical regardless of whether you are based in the EU, the US, the UK, the Middle East, or APAC, we operate the same service globally for Romanian corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are quoted line-item separately so the agreed scope of work does not drift.
Different jurisdictions are stronger for different commercial activities. Romania consistently performs well for international operators in:
None of these are exclusive, a Romanian SRL can engage in any lawful commercial activity, but choosing a jurisdiction where the activity has a deep operating ecosystem (talent pool, regulatory familiarity, banking and supplier networks) materially shortens the time from incorporation to first revenue. Tell us your activity profile and we will confirm whether Romania is the right fit before we begin.
A Romanian SRL sits within the EU treaty framework, automatic access to the EU Parent-Subsidiary Directive (zero withholding on intra-EU dividends meeting the holding test), the Interest and Royalties Directive, and Romania’s bilateral double-tax treaties with non-EU partners. The treaty network is shaped by the OECD Multilateral Instrument since 2017, which embedded a Principal Purpose Test (PPT) into existing treaties to deny benefits where a structure was set up primarily for tax advantage rather than genuine commercial purpose.
Common Romanian SRL patterns we see: EU-wide trading hub with VAT one-stop-shop, IP holding with treaty-protected royalty flows, regional headquarters serving CEE/Western EU subsidiaries, and licensing-and-distribution structures using EU passport rights. Each pattern has its own substance and transfer-pricing implications which your consultant will map before structuring.
The 2026 corporate-law and tax landscape in Romania: 16% / 1% micro (≤€100k) headline corporate tax. 16% standard; the microenterprise regime is a single 1% rate on revenue up to €100,000 from 1 January 2026, down from a €250,000 ceiling, and the 3% band was abolished. EU member, no Eurozone.
Beyond the headline number, three regulatory currents shape every Romanian structuring decision in 2026: OECD Pillar Two and the local Qualified Domestic Minimum Top-up Tax (QDMTT) for groups above €750 million consolidated revenue; the EU’s progressive AML/CTF tightening (AMLD6 and AMLR transitioning into the Anti-Money-Laundering Authority’s direct supervision); and the ONRC’s ongoing migration toward digital-only filing and real-time beneficial-owner reconciliation. Smaller entities below the Pillar Two threshold continue under the regular Romanian tax regime, but reporting obligations to the ONRC apply to every entity regardless of size.
We track these regulatory currents continuously and flag anything material to active clients within working days of the change being announced. You do not need to monitor Romania regulatory news yourself, that is part of what we provide for the annual retainer.
Three deadline buckets: ONRC confirmation/return (typically annual, on the company’s accounting reference date), corporate tax return (filed via the Romania tax authority following the financial year-end, usually 6-12 months after period close), and VAT/sales-tax returns (monthly or quarterly cadence depending on turnover, where applicable). Beneficial-owner-register updates are event-triggered (filing required when ownership changes) rather than calendar-based.
Penalty consequences vary by jurisdiction but typically follow a pattern: small late-filing fee for short delays, larger automatic penalty for sustained non-filing, and ultimately strike-off from the ONRC for prolonged non-compliance. Strike-off voids the company and may require court application to restore. Our retainer service handles the full filing calendar so this never happens to a client on our books.
Three layers determine the after-tax dividend: Romania corporate tax already paid at the SRL level on profits (16% / 1% micro (≤€100k)); Romania withholding tax on outbound dividends, which is the variable that depends on where the recipient sits, zero under the EU Parent-Subsidiary Directive for qualifying EU/EEA corporate holders meeting the minimum holding test, reduced rates under bilateral treaties for non-EU recipients, default Romanian statutory rate where no treaty applies; and recipient-country tax on the dividend in the parent’s hands (often subject to participation exemption at the recipient level). Your consultant maps this end-to-end in the initial scoping so the after-tax economics are clear before incorporation.