Ready-made shelf companies in Romania

Ready-Made Shelf Companies in Romania (Firmă Prefabricată)

When you need a Romanian company that can sign a contract this week, a ready-made shelf company — a “firmă prefabricată” or pre-registered societate cu răspundere limitată (SRL) — is the fastest legal route into the EU’s seventh-largest country by population. ShelfCompanies24 maintains a live inventory of clean, never-traded Romanian SRL entities registered with the Oficiul Național al Registrului Comerțului (ONRC), with paid-up capital social, active CUI (tax registration code) and a clean ANAF (tax authority) record. Most transfers complete in 3–7 working days.

Romania combines a 16% headline CIT with the highly attractive microîntreprindere (micro-enterprise) regime: just 1% revenue tax for SRLs with annual revenue up to €100,000 (threshold reduced from €250,000 effective 1 January 2026). For SME shelf-company buyers planning small to mid-scale operations, this is one of the most competitive tax positions in the EU.

What is a Romanian Ready-Made Company?

A Romanian shelf companyfirmă prefabricată or SRL gata făcută — is a pre-registered, never-traded SRL formed by a professional service provider purely for transfer. From incorporation to sale, the company has:

• never invoiced or generated factură fiscală;
• never employed staff or registered with ANAF for payroll;
• never opened an operational bank account beyond the capital social deposit;
• filed only nil declarations at ANAF;
• no tax losses, no VAT refund claims, no entries in adverse credit registries (CIP, BIRO);
• active CUI (Cod Unic de Înregistrare), CIF (VAT number where issued) and ONRC entry.

Romanian SRL vs. SA — Which to Buy

Feature	SRL (societate cu răspundere limitată)	SA (societate pe acțiuni)
Minimum capital social	RON 1 (since 2020 — symbolic)	RON 90,000
Members (asociați / acționari)	1 – 50	2+ acționari
Governance	Administrator + adunarea generală	Consiliu de administrație + consiliu de supraveghere
Best fit	~98% of shelf-company buyers — SMEs, holdings, trade	Listed groups, regulated finance

Key Benefits of Buying a Romanian Shelf Company

1. Microîntreprindere regime — 1% revenue tax

SRLs with annual revenue up to €100,000 (threshold from 2026) and at least one full-time employee can opt into the micro-enterprise regime: 1% tax on gross revenue instead of standard 16% CIT. For a typical small-business shelf-company buyer this is one of the lowest effective tax rates in the EU.

2. Start trading in days, not weeks

A new Romanian SRL takes 2–4 weeks for full ONRC registration; a firmă prefabricată is already on the register and can invoice the day the share-transfer is filed.

3. EU member-state credibility

Romania has been an EU member since 2007. Your SRL has full single-market access, EU VAT-EU registration through VIES, and recognition by EU institutions. Romania expects to join the Eurozone within the next decade.

4. Established ONRC footprint

Counter-parties run register checks at onrc.ro. An SRL with a Registrul Comerțului entry dated months in the past reads as more substantial than a fresh formation.

5. Active CUI, CIF and bank account

Every Romanian ready-made SRL carries an active CUI (the company tax code), often a CIF (VAT number) and the original capital-social account ready to convert to operations.

6. Romanian banking advantage

BCR (Erste), BRD (SocGen), Banca Transilvania, Raiffeisen Romania, ING Romania and CEC Bank all apply faster KYC to SRLs with established ONRC history than to brand-new formations.

The Transfer Process — Step by Step

1. Select your shelf company

We send our live inventory: SRL entities of various ages registered in Bucharest (most), Cluj-Napoca, Timișoara, Iași or other regional cities.

2. KYC + AML check

Apostilled passport copies, proof of address, business-purpose note. Romanian AML rules under Legea nr. 129/2019.

3. Share-transfer agreement (contract de cesiune părți sociale)

Romanian law requires that the cesiune părți sociale agreement be drafted in writing with notarised or attorney-certified signatures. We draft the bilingual Romanian-English deed. Foreign buyers can sign at any Romanian consulate, via eIDAS qualified electronic signature, or delegate to our Bucharest avocat via procură autentică.

4. New administrator appointment

The outgoing administrator is dismissed and your new administrator appointed by member resolution (hotărâre adunare generală).

5. Articles amendment (act constitutiv)

Name (denumire), registered office (sediu social), business purpose (obiect de activitate with CAEN codes — Romania’s NACE classification) are amended in the same act.

6. ONRC update

The avocat or our authorised representative files the amendment package electronically with the ONRC via the portal.onrc.ro. Processing time: typically 3–5 working days.

7. UBO register filing (registrul beneficiarilor reali)

Beneficial owners holding > 25% must be filed in the central UBO register at ONRC within 15 days of registration. Penalties up to RON 10,000.

8. ANAF notification

The ANAF is notified of the change of asociat and administrator; existing CUI remains valid.

What is Included with Every Romanian Ready-Made Company

• Complete corporate documentationact constitutiv, fresh ONRC extract (certificat constatator), register of asociați
• Paid-in capital social (typically RON 200–1,000)
• Active CUI, CIF where pre-registered for VAT
• Notarised contract de cesiune părți sociale (Romanian + English)
• Amended articles reflecting your chosen denumire, sediu, obiect de activitate
• ONRC filing (court fees included)
• First-year sediu social in Bucharest
• UBO register filing
• Romanian banking partner introduction
• 12 months of advisory support from our Romanian desk

Romanian Corporate Tax — What Your Ready-Made SRL Will Pay in 2026

Tax	Rate	Notes
Standard CIT	16%	Default rate for Romanian SRL and SA
Microîntreprindere — micro-tax	1% on gross revenue	Available to SRLs with revenue ≤ €100,000 (from 2026) AND ≥ 1 full-time employee. The 3% micro-tax bracket was abolished from 2026.
VAT (TVA)	19% standard, 9% / 5% reduced	Mandatory above RON 300,000; voluntary below
Withholding tax on dividends	10% (residents); 5% / 8% under most treaties	0% under EU Parent-Subsidiary Directive

Frequently Asked Questions about Romanian Shelf Companies

What is the Romanian term for a shelf company?

Firmă prefabricată (“prefabricated company”) or SRL gata făcută. Both refer to a pre-registered, never-traded SRL held in reserve.

How fast can I buy a Romanian SRL?

3–7 working days from KYC to complete ONRC amendment.

What is the minimum capital social for a Romanian SRL?

RON 1 (one Romanian leu) since 2020 — symbolic. Banks and counter-parties expect higher in practice; our standard ready-made SRL comes with RON 200–1,000 of paid-in capital social.

Do I qualify for the microîntreprindere 1% regime?

Eligibility from 1 January 2026: annual gross revenue up to €100,000 (down from €250,000), at least one full-time employee on payroll, and the SRL must not derive more than 20% of revenue from consultancy services. The micro-tax is 1% of gross revenue (the 3% bracket has been abolished). Switching back to standard 16% CIT is permitted at year-end.

Do I need to travel to Romania to buy a shelf company?

No. Sign at any Romanian consulate, via eIDAS qualified electronic signature, or delegate to our Bucharest avocat via procură autentică.

Will my Romanian shelf company come with a bank account?

Yes — every SRL has its original capital-social account with the bank that received the deposit (BCR, BRD, Banca Transilvania or similar). We then introduce additional banking partners based on your sector.

What taxes will my Romanian SRL pay in 2026?

If qualifying for microîntreprindere: 1% revenue tax (with employee). Otherwise: 16% CIT. VAT 19% standard. Dividend withholding 10% domestic, 0% to EU corporate parents.

Related Services in Romania

• Romania overview — economy, company types, tax
• Forming a new Romanian SRL or SA
• Romanian corporate bank accounts
• Alternative: Bulgarian ready-made OOD

Why Choose Romania Over Comparable Jurisdictions

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.

• 2026 corporate tax rate: 16% / 1% micro (≤€100k).
• Formation timeline: 5 days for new incorporation, 48 hours for shelf-SRL transfer.
• Capital efficiency: ShelfCompanies24 starting fees (formation) and (shelf) — well-priced against the equivalent service from Romanian accountants and lawyers approached directly, who typically operate hourly billing without servicescoping.
• Banking access: our consultants pre-position your SRL with banks that accept the structure for your operating profile, rather than letting your application sit cold in an onboarding queue for 8-16 weeks.
• EU passport: goods and services trade VAT-free across all 27 EU member states once SRL is registered for EU VAT.

Substance, Pillar Two, and 2026 Regulatory Realities

Cross-border corporate structuring in 2026 is governed by a tighter web of rules than in any previous decade. Three forces shape every decision:

• OECD Pillar Two — global minimum effective tax rate of 15% on multinational groups with consolidated revenues above million. Where applicable, Romania (like every modern jurisdiction) operates a Qualified Domestic Minimum Top-up Tax (QDMTT) so any top-up tax accrues locally rather than to a foreign parent jurisdiction. Smaller groups and standalone companies are out of scope of Pillar Two and continue under the regular Romania tax regime.
• Beneficial-owner transparency — the Oficiul Național al Registrului Comerțului (ONRC) and Romania’s beneficial-owner register cooperate to maintain a current record of every natural person controlling more than 25% of shares, voting rights, or profit distribution rights of any Romanian corporate entity. We file the initial registration alongside incorporation and maintain it as part of the ongoing service.
• Substance expectations — passive holding companies face a reduced substance test; active income-generating activities face the full test (adequate staff, premises, and management presence in Romania commensurate with the activity carried on). Your consultant maps your activity profile to the substance level needed before incorporation.

For Romania specifically: 16% standard; microenterprise regime cut to 1% only on revenue under k from 2026 (down k threshold + 1-3% bands). EU member, no Eurozone.

Common Pitfalls When Buying a Romanian Company

Issues we routinely see when prospects come to us after attempting the process directly with local providers in Romania:

• Buying an unverified shelf entity — entities purchased through informal channels often have undisclosed director changes, dormant tax filings missed, or beneficial-owner-history gaps. We document complete dormancy on every entity we transfer.
• Paying for a name change after the fact — bundled into our service, but charged separately by many Romanian providers. Verify it’s included before committing.
• Banking refusal on transferred entities — happens when the share-transfer paper trail is sloppy. We notarise and file with the ONRC on the same day so the audit trail is clean.
• Tax-residency mismatch — buying a Romanian entity does not automatically make it Romania-tax-resident if the management-and-control test fails. We brief on this before purchase, not after.

Additional Questions about Romania Shelf Companies

Can I change the registered name of a Romanian SRL after acquisition or formation?

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.

Will my Romanian SRL have access to EU/EEA double-tax treaties?

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.

How does ShelfCompanies24 protect client confidentiality?

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.

What happens if Romania changes its corporate-tax regime materially?

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.

Can a shelf SRL be backdated to look older than it actually is?

No — and you should not engage anyone who claims otherwise. The Oficiul Național al Registrului Comerțului (ONRC) records the actual incorporation date, which is publicly searchable and immutable. The shelf SRLs we offer have honest incorporation dates ranging from a few months to several years old; for buyers who want a longer corporate trading history, we recommend purchase rather than fabrication, since fabricated history would expose you to fraud, tax-evasion, and money-laundering charges in any reputable jurisdiction.

Service Scope — What ShelfCompanies24 Delivers

Engaging us for your Romanian shelf SRL purchase covers the following deliverables under one service:

• Pre-screened SRL stock — clean entities with documented dormancy, transferable in 48 hours from KYC sign-off.
• Share-purchase agreement — drafted, executed, notarised where local statute requires.
• ONRC updates — director and beneficial-owner filings made the same day as the share transfer.
• Optional name and registered-office change — included in service, no extra cost.
• Tax-registration confirmation — verification that the existing tax ID transfers cleanly under your ownership; new VAT registration arranged if your activity profile requires it.
• Bank account introduction — same banking-partner network as for new formation.
• Beneficial-owner register update — your ownership recorded with effective date.
• 12 months of registered-office service — included from the transfer date.
• Digital handover pack — full corporate kit plus a documented dormancy declaration covering the period the entity was held in our stock.

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 there is no scope creep on the headline incorporation or transfer fee.