Company Formation in Romania
If you are planning to set up a company in Romania, most people choose to incorporate a limited liability company (SRL). Any person, regardless of citizenship or residency, can be a shareholder in a Romanian company, and there is no restriction on the number of companies in which an individual or entity can be a sole shareholder.
The first step in the incorporation process is to apply to the Romanian Trade Registry for the reservation of the company’s name and logo. Once approved, the reservation is valid for 90 days. If registration is not completed within this time, a new application must be made. If the proposed name includes the word “Romania,” separate government approval is required.
Next, the Constitutive Act (Memorandum and Articles of Association) must be prepared and signed in both Romanian and English. It includes details such as shareholders, administrators, business activities (with CAEN codes), and share capital. If the capital includes in-kind contributions like real estate, the document must be signed before a notary and accompanied by a valuation report.
The application for company registration is then submitted to the Trade Registry, along with required documents such as the signed Constitutive Act, name reservation certificate, proof of headquarters (such as a lease or virtual office contract), and declarations from shareholders and administrators confirming compliance with Romanian law. Corporate shareholders must provide legalized and translated registration documents from their home country.
Once approved, the Trade Registry registers the company within three working days, and its incorporation is published in the Official Gazette. In case of rejection, an appeal can be filed within 15 days.
Every SRL must appoint at least one administrator, who may be Romanian or foreign. Administrators have defined powers and responsibilities, including preparing financial statements, managing bank accounts, representing the company, and ensuring legal compliance. Their authority can be limited by the shareholders through the Constitutive Act.
After incorporation, the company automatically receives a fiscal registration number (Fiscal Code) and may need to register for VAT depending on its turnover. Companies with annual turnover below €1,000,000 (or €500,000 after January 2023) pay a micro-company tax of 1%–3% if they have at least one employee. VAT registration becomes mandatory for companies exceeding €88,500 in turnover, though voluntary registration is possible.
Foreign shareholders and administrators must obtain a Tax Identification Number (NIF) in Romania, used for declaring taxes and for VAT registration purposes.
The statutory fees for incorporation include stamp taxes, translation and notarization fees, publication costs, and Trade Registry registration charges. On average, these costs amount to around €175.
A Romanian SRL must have at least one and no more than fifty shareholders. While having multiple shareholders is allowed, it is advisable that they maintain close relationships, as some decisions require unanimity, which can cause difficulties in case of disputes.
Finally, every company must appoint an accountant to handle filings with the Ministry of Finance and maintain proper accounting records. With all documents prepared and instructions given, forming an SRL in Romania is generally straightforward and can be completed within seven days.