Company formation in Romania

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Important: a non-resident's right to own the company does not automatically grant a right to live, work or manage it from that country. Immigration, work permits, substance, effective management and tax residence are assessed separately.

• —Digital services, consulting and software with an EU/customer rationale.
• —Trade, distribution and local operations with a Romanian office and accounting support.
• —Subsidiaries and joint ventures suited to an SRL or a more complex SA structure.

• —Societate cu răspundere limitată (SRL), a private limited company; newly formed SRLs have minimum share capital of RON 500.
• —Societate pe acțiuni (SA), a joint-stock company with enhanced capital/governance requirements.
• —Societate în nume colectiv (SNC), a general partnership.
• —Societate în comandită simplă (SCS) and societate în comandită pe acțiuni (SCA), limited-partnership variants.
• —Branch and cooperative forms for suitable operating/member models.

• —A Romanian registered office with evidenced right of use and stated CAEN activities.
• —SRL founders/administrators may be non-residents; there is no general local-director condition.
• —Since 18 December 2025 a new SRL requires RON 500 capital; a subsequent RON 5,000 minimum-capital rule applies where net turnover exceeds RON 400,000.
• —ONRC online filing requires a qualified e-signature; otherwise documents are filed by an authorised lawyer/representative or through another permitted channel.
• —Foreign documents are provided with certified Romanian translation and apostille/legalisation where applicable.

• —A passport or other acceptable ID for every founder, director, signatory and ultimate beneficial owner (UBO).
• —Current proof of residential address and tax residence for every person subject to verification.
• —A transparent ownership chart through to natural persons; a corporate participant also provides an extract, constitutional documents, good standing and an investment resolution.
• —A description of the activity, markets, counterparties, expected turnover, source of funds and source of wealth, supported by evidence.
• —Articles of association, name reservation, registered-office evidence, CAEN activities, administrators and share allocation.
• —Capital evidence/declaration, administrator-eligibility statements and the beneficial-owner declaration.
• —Qualified-signature credentials or an authentic/certified POA for the lawyer/representative.

1. 01Review SRL/SA/branch, CAEN activities, office, administrators, capital and the tax/licence profile.
2. 02Reserve the name and prepare articles, office, UBO, capital and the foreign-document pack.
3. 03Execute by QES or through an authorised representative and file the application with ONRC/MyPortal.
4. 04After registration, set up tax/VAT, accounting, UBO updates and separate bank/EMI onboarding.

• —A Romanian company is subject to corporate income tax or an eligible microenterprise regime only where current statutory conditions are met.
• —VAT, payroll/social contributions, dividend withholding and other local taxes depend on activity, staff and distributions.
• —Foreign management, related-party transactions and cross-border services require PE/transfer-pricing/treaty analysis.

General overview, not personal tax or legal advice. Rules are rechecked before filing.

• —ONRC filing and the share-capital step are not bank pre-approval; the operating account undergoes separate AML/KYB.
• —For a foreign UBO, Romanian/EU nexus, contracts, turnover, source of funds and administrator control are disclosed.

• —Annual financial statements are filed through the prescribed Romanian-authority channel.
• —Corporate/micro tax, VAT/payroll returns and ongoing accounting records.
• —ONRC/UBO updates following changes to the office, administrators, shareholders, capital or control.

• —The former RON 1 description no longer reflects the current formation rule; the threshold is rechecked on the filing date.
• —Microenterprise tax must not be promised without reviewing ownership, employees, revenue/activity and other current conditions.
• —Incorporation does not disapply UBO disclosure, AML/KYC or sanctions screening by the registrar, notary, provider, tax authority or financial institution.
• —The place of incorporation does not automatically determine tax residence: effective management, permanent establishment, CFC rules and the owners' personal residence require separate analysis.
• —Registration does not grant a licence, residence or work rights and does not guarantee a bank or EMI account.

• —Coordination of the ONRC/QES or lawyer route, Romanian office, translations, capital, UBO and accountant hand-off.
• —Comparison of entity forms, ownership structure, governance, tax links and substance requirements before filing.
• —Coordination of the address, notary, lawyer or authorised representative, translations, apostille and the corporate pack.
• —Preparation of a verifiable KYB data room and responses to legitimate compliance requests without promising a bypass, approval or timing.
• —Accountant hand-off and creation of an accounts, tax, VAT, payroll, UBO, licence and registry compliance calendar.

The exact Basic scope and all exclusions are listed in the pricing section above. Non-standard structures and external costs are agreed before payment.

Requirements checked on August 9, 2026. Before filing, we recheck rules, forms, fees and restrictions with the registration authority.