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For company registration in Romania the vehicle to look at first is the SRL, the societate cu răspundere limitată. It is the Romanian counterpart of an LLC or a private limited company: the associates are liable only up to their contribution, the company can have between one and fifty associates (Law 31/1990, article 12), and a single founder can own it alone. The old rule that one person could hold only one single-member SRL was repealed in 2020 (article 14). Associates and administrators may be of any nationality and live anywhere, because the Companies Law sets no residency condition for either.
The SA, the joint-stock company, is the other limited liability form. It needs at least two shareholders and a share capital of at least RON 90,000 (article 10), so it suits larger or regulated projects rather than a first company in the country.
| Point | SRL | SA |
|---|---|---|
| Owners | 1 to 50 associates, individuals or companies | At least 2 shareholders |
| Statutory minimum capital | RON 500 for a new company; RON 5,000 once prior-year turnover exceeds RON 400,000 | RON 90,000 |
| Paying in the capital | 30% within 3 months of registration and before trading, the balance of cash within 12 months | At least 30% at constitution, the balance of cash within 12 months |
| Form of the constitutive act | Private signature, unless real estate is contributed | Private signature, unless real estate is contributed or shares are offered to the public |
Many guides still say a Romanian SRL can be set up with one leu. That was true between 2020 and December 2025. Article VI of Law 239/2025, in force since 18 December 2025, replaced it: a newly formed SRL needs share capital of at least RON 500, and an SRL whose net turnover in its last annual accounts exceeded RON 400,000 needs at least RON 5,000. The higher figure must be reached by the end of the following financial year and does not fall back if turnover later drops.
The capital does not have to sit in a bank before you file. Article 9^1 of Law 31/1990 lets an SRL pay in 30% within three months of registration, and before it starts operating, with the rest of a cash contribution due within twelve months. Work or services can never count as capital (article 16), and a sole founder contributing assets in kind needs an expert valuation (article 13).
The trade register publishes a checklist for registering an SRL. The file is built around six items:
| Item | What the trade register asks for |
|---|---|
| Company name | A name availability check and reservation listing three names in order of preference; proof of the reservation goes into the file |
| Constitutive act | The act constitutiv in Romanian, signed by every associate under private signature; notarial form only if real estate is contributed |
| Registered office | Any document proving the right to use the space as sediu social, such as a lease or a title deed, in original or certified copy |
| People | Copies of the identity documents of founders and administrators, certified by the holder; for a corporate founder, its registration documents and a mandate for the person who signs |
| Declarations | The standard declaration that the company meets the operating conditions at its registered office, the beneficial owner declaration and, for a foreign founder with no Romanian tax registration, the fiscal record declaration |
| Tax registration | The fiscal registration annex to the application and, where applicable, the annex on foreign investment |
Some activities need an authorisation before the company can be registered; where a special law requires one, it goes into the same file. A person barred by a final court decision from acting as a founder, for offences such as corruption, tax evasion or money laundering, cannot sign the constitutive act (article 6).
The one working day runs only once a complete file is in, and a file missing a compulsory document is rejected rather than held open (Law 265/2022, article 77, as quoted by ONRC).
A foreign company can be the sole associate of a Romanian SRL; it files its registration documents and a mandate for the person signing on its behalf. Individuals and companies from abroad with no Romanian tax registration add a self-declaration that nothing about them belongs in the Romanian fiscal record. It can be signed privately, sent electronically with a qualified electronic signature and, if not in Romanian, accompanied by an authorised translation. For people already registered in Romania, the trade register office obtains the fiscal record from ANAF itself.
A Romanian SRL is a Romanian profit-tax payer by law (Fiscal Code, article 13), wherever its owners live. The place-of-effective-management rule in article 8^1 works the other way, bringing foreign companies run from Romania into Romanian tax.
| Obligation | Rule in force in 2026 |
|---|---|
| Payment account | Open a payment account in Romania, or at the State Treasury, within 60 working days of formation and keep one for as long as the company operates (Law 70/2015 as amended by Law 239/2025). Banks and payment institutions serving Romania may refuse only where opening the account would breach anti-money-laundering or sanctions rules |
| VAT registration | Compulsory once turnover passes RON 395,000 in a calendar year, at the latest on the day it does; optional below. Requested together with the trade register filing, it applies from the registration date (Fiscal Code, articles 310 and 316) |
| VAT rates | 21% standard, 11% reduced (article 291) |
| Cross-border services | A company below the threshold still needs a special VAT code under article 317 before buying services from an EU supplier under the reverse charge or selling business services into another member state |
| Annual accounts | Financial statements by 31 May of the following year; a company that has not operated since incorporation may file a declaration to that effect within 60 days of the year end |
Since January 2026 ANAF declares a company fiscally inactive if it has no payment account in Romania or files its annual statements more than five months late. An inactive company loses its VAT code and, unless reactivated within a year, is dissolved.
A Romanian micro company is not a separate legal form. It is an SRL that opts for the micro-enterprise tax in Title III of the Fiscal Code and pays 1% of its revenue instead of 16% profit tax (article 17). Since 1 January 2026 there is a single rate of 1%, and the revenue ceiling is the lei equivalent of EUR 100,000 a year, counted together with linked enterprises.
The conditions are tested on 31 December of the previous year: revenue within the ceiling, at least one employee, capital not held by the state, no dissolution under way, annual statements filed on time, and, for any associate holding more than 25%, a designation of this company as the only micro-enterprise that associate uses. The old limit on revenue from consultancy and management has been repealed. Banking, insurance, capital markets, gambling and oil and gas companies are excluded.
The employee test is met by one full-time labour contract, by part-time contracts adding up to one full-time post, or by an administration or mandate contract paid at least the national minimum gross wage; a sole associate may also be employed by their own SRL. A newly formed company can opt from its first year if it hires within 90 days of registration. If revenue passes EUR 100,000 during the year, profit tax applies from that quarter. Dividends distributed from 2026 are taxed at 16%, with an exemption for EU parent companies that have held at least 10% for an uninterrupted year.
Romania records ultimate beneficial owners in the registrul beneficiarilor reali, kept by the ONRC. A beneficial owner is any individual holding more than 25% of the shares or voting rights, or controlling the company by other means. The declaration is part of the registration file and is filed again within 15 days of any change in the owner’s identification data (Law 129/2019, article 56). There is no yearly declaration unless a shareholder is registered or tax-resident in a non-cooperative or high-risk jurisdiction; then it is due within 15 days of approving the annual accounts. Failing to file is fined, and if the declaration is still missing 30 days after the fine, the tribunal can dissolve the company at the ONRC’s request (article 57). Since May 2025 the register is no longer open to everyone: third parties must show a legitimate interest.
Because the registrar decides within a working day, buying an existing company rarely saves registry time in Romania. It makes sense when you need what a new SRL cannot have, such as an incorporation date some time in the past or an existing VAT registration, accepting that the bank and ANAF will look at the new owners. Our page on buying a shelf company in Romania sets out what a transfer involves, and the guide to off-the-shelf companies explains the concept across jurisdictions.
As a company formation agent in Romania we can form a new SRL or supply a ready-made one, draft the formation or transfer documents and prepare the ONRC filings, help prepare the bank application, and, where we have a working contact at a suitable bank, make an introduction, with the decision left to the bank alone. Our page on bank accounts for Romanian companies shows which banks onboard foreign owners online, and the Romania overview covers the country itself.
No. Since Law 239/2025 came into force on 18 December 2025, a newly formed SRL needs at least RON 500 of share capital. An SRL whose net turnover in its previous annual accounts exceeded RON 400,000 needs at least RON 5,000 and must reach it by the end of the following financial year. Only 30% of the capital has to be paid in within three months of registration.
The registrar has to decide within one working day of a complete application being entered, then publishes the decision in the electronic bulletin of the trade register. The application must be filed within 15 days of signing the constitutive act. What takes longer is the preparation: reserving the name, agreeing the act, gathering identity copies and translations and arranging qualified electronic signatures, all of which depends on the founders.
Yes. Neither associates nor administrators need Romanian residency or nationality. The application and documents can be filed electronically with qualified electronic signatures. A foreign founder with no Romanian tax registration adds a self-declaration for the fiscal record, translated by an authorised translator where needed. The bank account is a separate step, and online business banking in Romania is often reserved for residents.
No. Law 31/1990 gives an SRL no company secretary. It needs one or more administrators, who may be associates or outsiders and may live abroad, a registered office in Romania backed by a document proving the right to use it, and a register of associates kept by the administrators. Since 2026 the company must also keep a payment account in Romania or at the State Treasury.
Yes. The 1% micro-enterprise tax requires at least one employee: a full-time contract, part-time contracts adding up to one full-time post, or an administration or mandate contract paid at least the national minimum gross wage. A new SRL has 90 days from registration to hire. If the only employee leaves, the company has 30 days to hire a replacement before profit tax at 16% applies from the following quarter.
Each county has a trade register office attached to its tribunal, in Slatina as in Bucharest. The application belongs to the office for the county of the registered office, but article 85 of Law 265/2022 lets you lodge it at any office, and it can also be sent online through the ONRC portal with a qualified electronic signature.
Planning a Romanian SRL? Tell us the activity, who the associates are and where they live, and we will set out what the formation file needs. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.