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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 fixed-price 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 2–4 weeks, or in 3–7 working days if they choose a ready-made firmă prefabricată.
Single payment covers act constitutiv, ONRC filing, UBO register, virtual sediu and our service fee.
Company + sediu + banking + contabil autorizat under one roof.
Standard ONRC filing 3–5 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) | 2–4 weeks | Default — SMEs, holdings |
| SA | RON 90,000 | 4–8 weeks | Listed groups, regulated |
| Sucursală | Parent-dependent | 4–6 weeks | Multinational presence |
| Firmă prefabricată | RON 200+ (paid) | 3–7 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 200–1,000+ 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 1–2 days. Court fees: RON 130–200.
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.
| Scenario | Typical duration |
|---|---|
| SRL via electronic ONRC filing | 2–3 weeks |
| SRL via paper filing | 3–5 weeks |
| SA (joint-stock) | 4–8 weeks |
| Sucursală of foreign company | 4–6 weeks |
| Firmă prefabricată — transfer rather than formation | 3–7 working days |
SRL via electronic ONRC filing: 2–3 weeks total. ONRC’s statutory decision time is 3 working days, but pre-filing document preparation, sediu lease and post-registration tax setup add 1–2 weeks. A firmă prefabricată transfer completes in 3–7 working days.
RON 1 (one Romanian leu) — symbolic minimum since 2020. In practice we recommend RON 200–1,000 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. Neither asociați nor administrator need Romanian or EU residency. Romanian banks may apply enhanced KYC to non-EU UBOs but this is bank policy, not legal requirement.
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.
Ready to register your Romanian company? Contact our Romanian desk for a fixed-price proposal 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’re pricing 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; microenterprise regime cut to 1% only on revenue under EUR 100k from 2026 (down from EUR 250k threshold + 1-3% bands). 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 in the standard fee for both shelf-company purchase and new formation. Subsequent changes are billed at cost.
Yes. As a Romania-tax-resident SRL, your company has automatic access to the EU Parent-Subsidiary Directive, the EU Interest and Royalties Directive, and the network of Romania’s bilateral double-tax treaties (typically 70-90 partner countries). Treaty access is conditional on meeting the principal-purpose test (PPT) under the Multilateral Instrument and the relevant treaty’s anti-abuse provisions.
Client information is held under contractual non-disclosure plus the professional-secrecy obligations applicable to corporate-service providers in our home jurisdiction. We do not share client identity or transaction details with third parties beyond what is statutorily required (KYC reporting, beneficial-owner-register filings, AML/CTF reporting where triggered). Our internal access to client files is logged and access-restricted by need-to-know.
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 offer a pricing-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 fixed-fee proposal:
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 fixed-fee model globally for Romanian corporate setup. Optional add-ons (virtual office, accounting retainer, payroll, sector licences, transfer-pricing documentation) are quoted line-item separately so there is no scope creep on the headline incorporation or transfer fee.
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; microenterprise regime cut to 1% only on revenue under EUR 100k from 2026 (down from EUR 250k threshold + 1-3% bands). 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 EUR 750M 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.