Complete Guide to Company Formation in Romania: Requirements, Costs, and Timeline

Introduction

Romania has emerged as an attractive destination for international investors and entrepreneurs seeking company formation in the European Union. Competitive tax rates, a skilled workforce, EU market access, and relatively low operating costs make Romania a favorable jurisdiction for setting up a business. This guide explains the practical steps for company formation in Romania, explains the most common corporate structures, lists required documents, outlines typical costs, and provides an expected timeline (typically 4–6 weeks) so you can plan your Romanian business registration effectively.

Why choose Romania for company formation

• EU membership and access to the single market.
• Competitive corporate tax regime: the standard corporate income tax rate is 16%. Small companies can also benefit from the micro-enterprise tax regime under specific conditions (see Taxes section).
• Low minimum share capital for the most common form (SRL).
• A growing technology and services workforce, with strong IT and manufacturing clusters.
• Lower operational costs (office rent, wages) compared with Western Europe.

These advantages make Romania particularly attractive for service companies, IT firms, manufacturing exporters, and holding/regional hub structures.

Common corporate structures (corporate structure overview)

Choosing the right corporate structure affects liability, compliance, taxes, and funding options. The most common options:

SRL (Societate cu Răspundere Limitată) — Limited Liability Company

• Most popular for SMEs and foreign investors.
• Minimum share capital: RON 200 (nominal; very low barrier to entry).
• Limited liability for shareholders up to the subscribed capital.
• Flexible management — one or more administrators.

SA (Societate pe Acțiuni) — Joint-Stock Company

• Suitable for larger businesses and companies planning public offers.
• Higher regulatory and reporting requirements.
• Minimum share capital higher than SRL (historically substantial).

Branch and Representative Office

• Branch: extension of a foreign company that can carry out commercial activities and is taxed in Romania.
• Representative office: only for non-commercial / liaison activities; cannot generate local revenue.

Sole trader / PFA / II

• PFA (authorized individual), II (individual enterprise) or IF (family business) for sole proprietors or professionals.
• Less formal corporate structure, but personal liability applies.

For most foreign startups or SMEs, SRL is the default choice due to its low capital requirement and straightforward governance.

Step-by-step company formation process (business registration)

1. Choose a company name and check availability

   • Reserve the name via the National Trade Register Office (Oficiul Național al Registrului Comerțului - ONRC).

2. Decide the corporate form and prepare the constitutive documents

   • Articles of Association (for SRL), shareholders’ resolution, decisions appointing administrators.
   • Documents must be in Romanian; foreign-language documents must be translated and legalized/apostilled as required.

3. Provide a registered office

   • Lease agreement, property deed, or serviced office documentation is required as proof of a registered address.

4. Deposit the minimum share capital (for SRL)

   • Open a Romanian bank account in the company’s name or deposit the capital via a founders’ temporary account and obtain proof of deposit.

5. Notarize and sign founding documents

   • Founders’ signatures are usually notarized. Non-resident founders normally use notarized and apostilled powers of attorney if not present in Romania.

6. Submit documents to the Trade Register (ONRC)

   • The ONRC reviews and issues the registration certificate and assigns a unique registration code (CUI).

7. Register for tax and social obligations

   • The company is registered with the fiscal authorities (ANAF), receives the tax identification number (CUI) and, if required, VAT registration is performed.

8. Obtain other licenses/permits (if applicable)

   • Depending on activities (financial services, food, pharmaceuticals, transportation), apply for sector-specific authorizations.

Documents required

• Articles of Association (or memorandum and articles for SA).
• Application for registration with the Trade Register (completed forms).
• Proof of company name reservation.
• Proof of registered office (lease, ownership deed or notarized consent).
• Proof of deposited share capital (bank statement/letter).
• Identification documents for shareholders and administrators (passport/ID).
• Specimen signatures for administrators (notarized).
• Power of attorney and notarized translations for non-resident founders (if applicable).
• Evidence of payment of registration and state fees.
• Additional sectoral licenses if business activity requires them.

All documents submitted to ONRC must be in Romanian. Foreign documents normally require translation and an apostille or legalization depending on the country of origin.

Costs of company formation (approximate)

Costs can vary depending on whether you use professional incorporation services, need translations, or have complex requirements. Typical cost items include:

• Minimum share capital (SRL): RON 200 (paid into company account).
• Trade Register fees: modest state fees (typically a few hundred RON depending on services and speed).
• Notary fees: depend on number and type of documents; budget a few hundred RON/EUR.
• Apostille/legalization and translation: variable — expect a few dozen to a few hundred euros depending on volume and languages.
• Professional fees (lawyer/consultant/accountant for formation): commonly €300–€1,200 depending on service level and complexity.
• Registered office service (if using a virtual office): monthly fees vary widely (from approx. €10–€100+).
• Ongoing administration and accounting: monthly accounting services typically range from €50 to €300+ depending on transaction volume and payroll needs.

These figures are indicative. Always obtain written quotes from Romanian advisors or incorporation agents for an accurate cost estimate.

Taxes and compliance

• Corporate income tax: standard rate is 16%.
• Micro-enterprise tax: companies with turnover below the statutory threshold and meeting conditions may qualify for micro tax, commonly taxed at 1% (if company has employees) or 3% (if no salary payments), subject to the latest rules and thresholds.
• VAT standard rate: 19%; reduced rates (9%, 5%) apply to certain goods and services.
• Personal income tax: flat 10% on most employment income.
• Local taxes and other indirect taxes may apply depending on activities and municipalities.
• Dividends: generally subject to withholding tax at 8% (verify current rules).

Tax regimes and thresholds change periodically. Engage a local tax advisor to confirm current rates and the available incentives (e.g., regional or industry-specific incentives).

Timeline for company formation

Typical setup time: 4–6 weeks (this is a realistic planning window for many cases). The key timing factors:

• Simple cases (resident founders, all documents in Romanian, no special licenses): registration with ONRC can be completed in a few business days to 2 weeks.
• Foreign founders requiring apostilles, translations, or powers of attorney: additional time (2–4 weeks) for document legalization.
• Opening a corporate bank account and depositing share capital: can add days to weeks, depending on the bank’s KYC process.
• Obtaining sectoral licenses or VAT registration when simultaneous activities commence may extend the timeline.

Plan for 4–6 weeks when you require full setup (company registration, bank account, tax registration, and initial compliance).

Practical considerations for foreign investors

• Language: official procedures and documentation are in Romanian. Use vetted translators and local counsel to avoid delays.
• Representation: non-resident founders usually appoint a local agent or provide a notarized power of attorney for incorporation formalities.
• Bank account and KYC: Romanian banks require detailed documentation for non-resident beneficial owners; banks may request economic substance evidence and background information.
• Substance and physical presence: maintaining a local registered office and proper bookkeeping is essential to meet tax and legal requirements.
• Employment and payroll: if hiring, register employees with social security and health institutions and ensure compliance with Romanian labor law.
• Incentives: check available investment incentives or EU-funded programs for regional development which may apply to your project.

Post-incorporation obligations

• Maintain accounting records in accordance with Romanian GAAP or IFRS where applicable; file annual financial statements and tax returns.
• Keep corporate registers, minutes, and shareholder records up to date.
• Timely VAT and payroll tax returns if registered for these regimes.
• Renew any sector-specific authorizations and comply with labor, health, safety, and environmental regulations.

Conclusion

Company formation in Romania is relatively straightforward, particularly for an SRL, and can be completed within a practical 4–6 week timeframe when planned correctly. Romania’s 16% standard corporate tax rate, low minimum share capital, EU membership, and competitive operating costs make it an attractive option for SMEs, service exporters and regional hubs. To minimize delays, prepare translated and apostilled documents in advance, choose the appropriate corporate structure, secure a registered office, and engage a local accountant or legal advisor for registration, tax planning, and ongoing compliance. Proper planning will ensure a smooth business registration and a reliable foundation for operating in Romania.