Company Incorporation Guide

Romania company registration for an SRL

Applicable country/region: RO - Romania

Published: September 19, 2026Updated: September 30, 2026

Written by our advisory team
Romania rules and requirements
Checked against official sources

Guide overview

What a founder decides, from legal form to bank account

Romania company registration is the step in which the National Trade Register Office (ONRC) enters a limited liability company (societate cu răspundere limitată, SRL) in the Trade Register. From that date, the SRL is a legal entity. Its registration certificate carries the unique registration code (CUI), which the National Agency for Fiscal Administration (ANAF) uses as the company's tax number. Company formation in Romania raises several decisions around that entry. The first is the legal form. Next come signing and filing, possibly from abroad, and what the registered office and extra shareholders change. Last come the tax regime and the steps that turn a registered company into a working one.

COMPANY TYPES

SRL, SA or partnership: picking the legal form

For a small business or founder abroad setting up a company in Romania, the SRL offers limited liability and a simple business structure with no board. The joint stock company (societate pe acțiuni, SA) suits ventures that may raise public capital, and it needs censors or an audit. Partnerships (SNC, SCS) are companies in their own right, yet some partners answer for the debts without limit. One catch: the SRL's minimum share capital is not fixed for life. Under Law 239/2025, an SRL with net turnover above RON 400,000 in its previous financial year must raise its capital to at least RON 5,000 by the end of the following financial year.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Romania SRL Basic Information

Ownership:

Private Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Romania SRL Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

Minimum one shareholder

Requirements For Directors:

Minimum one director

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Romania SRL Registered Capital Requirement

Minimum Registered Capital Requirement:

RON 500

Capital Injection Not Required:

Negative

Capital Injection Requirement:

At least RON 500 must be paid up

REQUIRED DOCUMENTS

Signing the Romania company registration file from abroad

Every founder, or an agent, signs the articles of association by hand or with a qualified electronic signature (QES). The file also identifies each natural person who founds or runs the SRL. A founder abroad can handle the registration in Romania without a trip, through a representative under an authentic power of attorney or with a QES from a provider on the EU trusted lists. A foreign official document usually needs an apostille from its issuing state's authority and a legalised Romanian translation. The issuing authority keeps its own timetable, so both belong at the start of the registration process: the name reservation lasts one month, and the application is due within 15 days of signing the articles.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:

Full scan copy of the passport of the company director and UBO.

Process: ApostilleFormat: Physical Copy

Proof of Address:

Scan copy of the legal representative and UBO's bank statement or utility bill within the last three months as proof of address.

Process: Not ApplicableFormat: Scan Copy

Power of Attorney:

Power of Attorney (document provided by our company); Romanian translation + Romanian notarization + Apostille is required; or the shareholder/legal representative can personally go to Romania for certification.

Process: ApostilleFormat: Physical Copy

REQUIREMENTS AND ESTIMATED COST

Why the registered office and shareholders matter after filing

The registered office matters long after filing. Its address goes on every invoice with the name and CUI, and its county sets the competent trade register office. Under ONRC's rules for registering an SRL, any document granting a right to use the premises will do, including a registered-address arrangement that does. If that document expires or the right of use changes hands, the registrar can find grounds to dissolve the company, so its term matters. With several shareholders, the articles should settle voting, profit shares and transfers before filing. Unless they say otherwise, a transfer to an outsider needs approval from a qualified majority of the capital. The cost shifts with who provides the address and how many shareholders join.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

EUR 1,000

Government Fee:

EUR 30

Requirements

Registered Address: Company registered address is required

It is required to have a company registered address in Romania

Included: No · Solution availableEstimated Cost: EUR 375

Company Incorporation: Additional shareholders require an additional fee

This product includes one shareholder, there will be an additional fee incurred if there is more than one shareholder.

Included: Yes ×1.00Additional Cost: EUR 125

Estimated Cost

Estimated Cost:

EUR 1,030 – 1,530

Check Eligibility And Calculate Price

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TAX

Revenue or profit: choosing how a new SRL is taxed

Micro-enterprise taxation is optional; registration alone never triggers it. It applies its tax rate to revenue, so it bites even on thin margins. The regime needs at least one employee and revenue under a ceiling, with linked enterprises counted. A new SRL can opt in from its first fiscal year if it hires that employee within 90 days of registration. Otherwise it pays corporate income tax on profit. VAT registration under the Fiscal Code follows turnover above the threshold or a choice to opt in. Even below the threshold, a business in Romania needs it before reverse-charged services with EU businesses. A shareholder abroad gets a treaty rate on dividends only after handing the company a tax residence certificate.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

CIT Return Due Date:

If the accounting year is equal to the calendar year, the annual CIT declaration form should be due by June 25 of the following year; for cases where the accounting year is different from the calendar year, the annual CIT declaration form should be due on the 25th day of the sixth month after the end of the company's accounting year. Quarterly CIT declaration forms should be submitted by the 25th day of the next month for the first, second, and third quarters.

CIT Payment Due Date:

The final payment of CIT is usually due on the 25th of the sixth month after the end of the company's fiscal year.

CIT Estimated Payment Due Date:

Quarterly installments should be paid by the 25th of the first month after the first, second, and third quarters.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

16/NA/NA

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

16/16/16

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Capital gains are constrained by the normal corporate income tax rate.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

14.41%

Composite Effective Marginal Tax Rate:

6.41%

Conclusion

What a new SRL still needs after the certificate

Before trading in its own name, the SRL pays in 30% of its subscribed capital within three months of registration. Opening a corporate bank account is its own task. Each local bank reviews the company, its beneficial owners and its business activities on its own terms, so allow working days. VAT registration joins the list where the business model needs it. Then the recurring duties begin: the company keeps its own accounts and files annual financial statements with the Ministry of Finance, and a late filing can make it fiscally inactive. By default, the first financial year ends with the calendar year, so a useful step right after company incorporation is to note both that date and the capital deadline.

Romania

Jurisdiction Overview

About Romania

Romania offers one of Europe’s lowest corporate tax rates at 16%, a large skilled workforce especially in IT, competitive operating costs, and EU single market access from a strategic Black Sea location.

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