Company Formation in Romania

Last updated: April 2026.

Romania taxes qualifying microenterprises at 1% of revenue and every other trading company at a 16% flat corporate income tax — no progressive brackets, no surtax. The dominant vehicle is the SRL (societate cu răspundere limitată), filed at the National Trade Register Office (ONRC), typically entered into the register within 3 to 5 working days of a complete submission. From 1 January 2026 the statutory minimum share capital for an SRL is RON 500 (roughly €100), up from the symbolic RON 1 that stood for decades, with a further step to RON 5,000 for any SRL whose net turnover exceeds RON 400,000. Romania is a full EU member state and has been in Schengen for air and sea travel since March 2024 and for land borders since January 2025. VAT stands at 21% standard following the 1 August 2025 rate hike, with the registration threshold raised to RON 395,000.

We form Romanian SRL and SA companies end to end: name reservation, articles of association, apostilled translations, capital account and ONRC filing, tax registration, beneficial-owner declaration, e-Factura enrolment, and a Bucharest or Cluj business bank account introduction. Fixed price, dedicated manager, all government and legal fees included in our packages.

Quick facts	Value
Corporate Income Tax (CIT) — standard	16% flat
Microenterprise regime	1% on revenue, turnover threshold €100,000 per year from 1 January 2026
Minimum tax on turnover (IMCA)	0.5% of turnover for 2026, scheduled to be repealed in 2027
Dividend tax (residents & non-residents)	16% from 1 January 2026 (up from 10%)
VAT (TVA)	21% standard / 11% reduced / 0% intra-EU
VAT registration threshold	RON 395,000 (~€80,000) per year; none for non-residents
Minimum share capital (SRL)	RON 500 (~€100); RON 5,000 if turnover exceeds RON 400,000
Minimum share capital (SA)	RON 90,000 (~€18,000), 30% paid at founding
Minimum directors / shareholders	1 administrator, 1 shareholder (can be the same person, can be foreign)
Residency requirement	None
Standard formation time	3 to 5 working days at ONRC, 1 to 2 weeks end to end
Government fees	Included in our packages
Language of filings	Romanian (Latin script)
Currency	Romanian leu (RON)

Why Form a Company in Romania

Romania is the second-largest CEE economy, the cheapest operational base in the EU after Bulgaria, and — for companies that qualify — home to Europe's most favourable headline corporate tax regime. Four reasons foreign founders pick it.

The 1% microenterprise tax. A Romanian SRL with annual revenue up to €100,000 pays corporate tax at 1% of turnover rather than 16% on profit, provided it meets the other eligibility criteria. Until 2026 the threshold was €250,000 and the list of excluded activities was long. From 1 January 2026 the activity-type restrictions were abolished: a company may elect the micro regime for any business, subject only to the revenue ceiling and the general conditions (employee count, ownership structure). Cross the €100,000 line and the company jumps to the 16% flat rate from that quarter onward.

EU access without eurozone paperwork. Romania is a full Single Market member, in Schengen since March 2024 for air travel and January 2025 for land borders. A Romanian SRL invoices freely across the EU under the reverse-charge mechanism, accesses the Parent-Subsidiary Directive for tax-free dividends from EU subsidiaries, and benefits from the Interest and Royalties Directive for 0% withholding between associated EU companies. The leu is outside the euro, which means FX management — but SEPA instant payments work end to end.

Low capital, remote incorporation. The SRL floor is RON 500 from 2026 — about €100. Compare that to Germany's €25,000 GmbH minimum or Austria's €35,000 AG. The entire process can be completed by power of attorney with no need to visit Romania. No residence permit, no Romanian visa, no physical presence requirement for shareholders or administrators.

A deep IT and BPO labour pool. Bucharest, Cluj, Timișoara, and Iași host the largest English-speaking software developer cluster in CEE after Poland, with engineering salaries 40–55% below Western European equivalents.

Trade-offs to weigh. Filings go in Romanian. ANAF, the tax administration, is more aggressive than its Hungarian or Czech peers and has deep digital tooling. RO e-Factura extended to B2C from 1 January 2026 and now covers almost every domestic invoice. SAF-T (D406) applies to all CIT payers. The dividend withholding tax jumped from 10% to 16% on 1 January 2026. The VAT standard rate rose from 19% to 21% on 1 August 2025.

Company Types Available in Romania

Romanian commercial law — codified in Law No. 31/1990 (Legea societăților) — recognises five main company forms plus the foreign branch. For more than 95% of new foreign-controlled formations, the SRL is the right answer.

SRL (Societate cu răspundere limitată)

The Romanian equivalent of a private limited company. Liability capped at the share capital. From 1 January 2026 the statutory minimum is RON 500, in shares of at least RON 1 nominal value each. If net turnover exceeds RON 400,000, the SRL must raise capital to RON 5,000 by the end of the following financial year. One shareholder and one administrator are sufficient; both can be the same person, both can be non-residents, both can be foreign companies. The cap on shareholders is 50. Annual filings go to ONRC and ANAF. Audit is mandatory above statutory thresholds (net turnover above €8m, balance sheet above €4m, 50+ employees — two of three).

SA (Societate pe acțiuni)

The Romanian joint-stock company. Minimum capital RON 90,000 (~€18,000), of which 30% paid at founding. Minimum two shareholders. Governance one-tier (board) or two-tier (management plus supervisory board). Mandatory audit. Required for regulated activities — banking, insurance, payment institutions — and for any listing on the Bucharest Stock Exchange. An SRL can always be converted into an SA later.

SCA, SNC, SCS (partnership forms)

The limited partnership with shares (SCA, RON 90,000 minimum), the general partnership (SNC, no minimum, unlimited joint liability), and the simple limited partnership (SCS, no minimum). Niche vehicles — almost never used for new foreign-controlled structures.

Sucursală (Branch)

A foreign company's Romanian branch. Not a separate legal entity — the parent's balance sheet and liability extend to the branch. Taxed at 16% on Romanian-source income. Used when a foreign group needs Romanian presence without a subsidiary.

Form	Min capital	Liability	Tax	Common use
SRL	RON 500 (~€100)	Limited	16% CIT or 1% micro	Default — SMEs, foreign subs, IT companies
SA	RON 90,000 (~€18,000)	Limited	16% CIT	Regulated firms, larger unlisted, listed
SCA	RON 90,000	Mixed	16% CIT	Niche structures
SNC / SCS	None	Personal / mixed	16% CIT at partner level	Professional partnerships
Sucursală	n/a	Parent's	16% on RO-source income	Foreign group presence

If your timeline is tight and you need an existing entity rather than a fresh incorporation, our sister brand lists ready-made Romanian SRL companies — pre-registered, dormant, transferable in a few business days.

Step-by-Step Formation Process

A typical SRL formation follows these steps.

1. Name reservation and clearance. We confirm the proposed name is available at ONRC, contains the mandatory "SRL" suffix, and does not clash with protected terms (no unauthorised use of "Romania", "national", "bank", "insurance", or any regulated word). Name reservations are valid for three months from issue, during which the full incorporation dossier must be filed.

1. Articles of association drafted. We draft the actul constitutiv — the founding act setting out company name, registered seat, purpose, share capital, share allocation, administrator details, and governance rules. For an SRL, execution before a Romanian notary is not required unless immovable property is contributed as capital, but each administrator's specimen signature must be notarised — either in Romania or apostilled abroad.

1. KYC and shareholder documentation. Each shareholder, administrator, and ultimate beneficial owner provides a passport or EU national ID, proof of residential address dated within three months, and a tax identification number from the home country. Foreign corporate shareholders provide apostilled certificates of incorporation, extracts from the home commercial register dated within three months, and a UBO declaration. Foreign documents are translated into Romanian by a sworn translator on our certified network.

1. Registered office secured. Every Romanian company must register a seat (sediu social) at a Romanian address with a written owner's consent. We provide a registered office in Bucharest as part of standard packages, with the landlord consent issued in the company's name. From 2026, ANAF also requires that the company maintain a Romanian payment account; failure triggers fiscal inactivation.

1. Capital account and share-capital deposit. A Romanian capital account is opened at one of the commercial banks and the share capital is paid in. The bank certificate confirming the deposit is a mandatory annex to the ONRC application. For a standard SRL the deposit is RON 500; for an SA it is 30% of RON 90,000 — that is RON 27,000.

1. ONRC filing. The incorporation dossier is submitted electronically to ONRC. Standard processing clears in 3 to 5 working days of a complete submission. Upon approval we receive the certificate of registration (certificat de înregistrare), the fiscal code (cod unic de înregistrare — CUI), and the registration resolution (încheierea).

1. Post-incorporation registrations. Within statutory deadlines we file the UBO declaration, enrol the company in RO e-Factura (mandatory B2B since July 2024, extended B2C from 1 January 2026), register for SAF-T (D406) reporting, apply for a VAT number if applicable (optional below RON 395,000 for residents, mandatory from the first taxable supply for non-residents), and register with the National House of Public Pensions for payroll if the company hires.

End-to-end from KYC clearance to an operating company is typically 1 to 2 weeks. The ONRC entry usually lands on day 4 or 5.

Required Documents

For each shareholder, administrator, and beneficial owner:

• Passport or EU national ID (notarised copy for non-residents signing remotely)
• Proof of residential address dated within the last three months (utility bill or bank statement)
• Tax identification number from the home country
• Notarised specimen signature of each administrator (specimen de semnătură) — executed before a Romanian notary or apostilled abroad
• UBO declaration for natural persons holding 25%+ or otherwise controlling the company
• Signed administrator consent (declarație de acceptare a mandatului de administrator) and a declaration that the person is not disqualified under Romanian law

For corporate shareholders:

• Apostilled certificate of incorporation
• Apostilled extract from the home commercial register dated within three months
• Apostilled register of directors or certificate of incumbency
• Apostilled UBO register identifying all beneficial owners
• Board resolution authorising the investment

For the company itself:

• Draft actul constitutiv — we prepare
• Registered office lease or owner's consent (contract de comodat)
• Bank certificate confirming share capital deposit
• Proof of name availability

Costs and Timeline

Our Romanian SRL formation is fixed-price and covers name reservation, the actul constitutiv, certified Romanian translations, notary specimen signatures, registered office for the first 12 months, capital account opening, ONRC filing, fiscal registration, UBO declaration, RO e-Factura enrolment, SAF-T activation, and a bank introduction at Banca Transilvania, BCR, or BRD. All government and legal fees are included in our packages.

Same-week filing is available for an additional government premium that we include in expedited packages. A complete dossier filed Monday morning is typically approved by Friday.

Stage	Typical duration
KYC review and document drafting	1 to 3 business days
Apostille and sworn translation of foreign documents	3 to 7 business days (depends on country)
Notary signatures	Same day (in-person) or by power of attorney
Capital account deposit	1 to 2 business days
ONRC processing	3 to 5 working days from filing
Post-registration: UBO, e-Factura, SAF-T, VAT if applicable	2 to 5 business days
Total end to end	1 to 2 weeks typical

Contact us for a fixed-price quote tailored to your structure — SRL or SA, single shareholder or multiple, micro-regime eligible or standard 16% CIT.

Tax Overview for Romanian Companies

Romania runs a 16% flat corporate income tax with a parallel micro-regime for small companies. The regime is stable but churned on the margins every year — 2026 brings material changes to dividend tax, the micro threshold, and e-invoicing scope.

Corporate income tax — headline 16%. Applied to worldwide profits of Romanian tax residents. No progressive bands, no regional surcharge. Quarterly advance payments with annual reconciliation. Loss carry-forward for seven years.

Microenterprise regime — 1%. An SRL with annual revenue up to €100,000 (threshold cut from €250,000 on 1 January 2026) and at least one employee may elect the 1% micro-tax on revenue instead of 16% CIT on profit. From 1 January 2026 the activity-type restrictions were abolished — any business activity can qualify, subject only to the revenue cap and general conditions. Cross the €100,000 ceiling and the company reverts to 16% CIT from that quarter onward.

Minimum tax on turnover — 0.5% for 2026. Large taxpayers (IMCA and ICAS regimes) pay a minimum tax calculated on adjusted turnover, set at 0.5% for 2026 — down from 1% in 2025 — and scheduled for repeal from 2027.

VAT — 21% standard. Raised from 19% to 21% on 1 August 2025. A single reduced rate of 11% (merging the prior 5% and 9% tranches) applies to specific goods and services — basic foods, books, medicines, hotel accommodation, cultural events. Registration threshold RON 395,000 per year for residents, none for non-residents. Intra-EU supplies attract 0% VAT under the reverse-charge mechanism.

Withholding tax. From 1 January 2026, dividends, interest, and royalties paid to non-residents are taxed at 16% at source, subject to reduction under Romania's double-tax treaties or exemption under the EU Parent-Subsidiary and Interest-Royalties Directives. The EU Parent-Subsidiary exemption applies to dividends paid to EU or Swiss parents holding at least 10% of the shares for an uninterrupted year. The EU Interest-Royalties exemption applies to associated companies with at least 25% direct ownership. The dividend rate doubled from 8% in 2024 to 10% in 2025 and to 16% in 2026 — confirm treaty relief before distribution.

Capital gains. Taxed at 16% at corporate level. Non-resident sellers of shares in Romanian companies are subject to 16% on the gain, reduced under most DTTs.

e-Factura and SAF-T. Mandatory electronic invoicing (RO e-Factura) covers all B2B invoices and, from 1 January 2026, B2C invoices issued to VAT-registered customers without a fixed establishment in Romania. Transmission must occur within 5 working days of issuance. SAF-T (D406) reporting applies to all CIT payers. RO e-Transport covers road movements of monitored goods.

Tax incentives. A full CIT exemption applies to reinvested profits in new technological equipment. The historical personal income tax exemption for IT employees on programming income was scaled back in 2025, with a reduced benefit remaining. A state-aid scheme for large-scale investments above €50m is administered under the framework law updated in April 2026.

Banking for Romanian Companies

Romania has one of the deepest banking markets in CEE. Five institutions cover almost every foreign-founder case.

Banca Transilvania (BT) — the largest bank in Romania by retail assets and the default choice for SMEs. SME-focused product stack, strong online platform, and a dedicated international-customer onboarding pathway. Non-residents can complete KYC via video call with one follow-up visit. Multilingual support.

BCR (Banca Comercială Română) — Erste Group subsidiary, second by assets, with the largest branch network nationwide. Strong corporate and mid-market banking. Transparent tariff structure. Non-resident onboarding generally requires one in-person branch visit by the administrator.

BRD — Groupe Société Générale — fourth by assets. Multilingual mobile banking. Good for companies with French-speaking principals or a group relationship with SG.

UniCredit Bank Romania — moved into the top three in 2026 after absorbing Alpha Bank Romania. Strong corporate and trade-finance offering, useful for groups with UniCredit exposure elsewhere.

Raiffeisen Bank Romania — Austrian group with English-speaking support and a strong SME focus.

Non-resident banking: no Romanian bank opens a corporate account for a non-resident-managed SRL purely by email. Every bank requires at least one video KYC call, and in most cases one in-person branch visit by the administrator. Turnaround after the visit is 2 to 5 business days.

EMI alternatives. Romania is inside SEPA, so Wise Business, Revolut Business, and Payoneer open accounts online in under a week. These are fine for FX and operating use but do not satisfy the 2026 requirement to maintain a Romanian payment account to avoid fiscal inactivation. Most clients run both: a Romanian bank account for compliance and a Wise or Revolut account for international flows.

Frequently Asked Questions

How long does it take to form a company in Romania?

A Romanian SRL is typically operational in 1 to 2 weeks. ONRC processes a complete filing in 3 to 5 working days. The bulk of the remaining time is apostille and sworn translation of foreign corporate documents. Once the certificate of registration issues, UBO, e-Factura, and bank-account setup add 2 to 5 business days. No physical visit to Romania is required.

What is the minimum share capital for a Romanian SRL?

From 1 January 2026 the statutory minimum is RON 500 — approximately €100. Before that date the minimum was a symbolic RON 1. An additional step applies: any SRL whose net turnover exceeds RON 400,000 must raise its share capital to RON 5,000 by the end of the following financial year. An SA requires RON 90,000, of which 30% must be paid in at founding.

Can a non-resident form a company in Romania?

Yes. A non-resident can be the sole shareholder and sole administrator of a Romanian SRL from day one. There is no residency requirement, no Romanian visa requirement, and no need to obtain a residence permit. The entire formation can be completed remotely through a power of attorney. The company must maintain a Romanian registered office and — from 2026 — a Romanian payment account.

What is the corporate tax rate in Romania for 2026?

The standard corporate income tax rate is 16% flat on profit. Qualifying microenterprises — SRLs with annual revenue up to €100,000 and at least one employee — may elect the 1% microenterprise tax on revenue instead. From 1 January 2026 the micro regime's activity-type restrictions were abolished. A separate 0.5% minimum tax on turnover applies to large taxpayers for 2026 and is scheduled for repeal in 2027.

How does the Romanian microenterprise tax regime work?

Eligible SRLs pay 1% of gross revenue rather than 16% of profit. Conditions: annual revenue up to €100,000 (from 2026), at least one employee, and meeting the general criteria in the Fiscal Code. From 2026 the list of excluded activities was removed — consulting, IT services, and other previously restricted sectors now qualify. Cross the €100,000 ceiling during the year and the company reverts to 16% CIT from that quarter.

Is e-Factura mandatory for my Romanian company?

Yes. RO e-Factura has been mandatory for all domestic B2B invoices since July 2024 and was extended to B2C from 1 January 2026. Every Romanian company must register on the ANAF e-Factura platform. The transmission deadline is 5 working days from invoice issuance. Non-compliance triggers ANAF penalties. We handle enrolment as part of our formation package.

Do I need a Romanian bank account for my SRL?

Yes. From 2026 ANAF requires every Romanian company to maintain a Romanian payment account; failure triggers fiscal inactivation, which blocks VAT recovery and deductions. Banca Transilvania, BCR, BRD, UniCredit, and Raiffeisen all open business accounts for foreign-owned SRLs, usually after one branch visit by the administrator. EMI accounts at Wise or Revolut are useful but do not satisfy the 2026 requirement on their own.

Get Started — Form Your Romanian Company

Fixed price. Dedicated manager. All government and legal fees included. Most SRL formations complete end to end in 1 to 2 weeks from KYC clearance. Same-week filing is available for expedited packages. Apostille, sworn Romanian translation, notary specimen signatures, ONRC filing, fiscal registration, UBO declaration, RO e-Factura enrolment, SAF-T activation, and a Banca Transilvania, BCR, or BRD introduction are all in scope.

• Phone: +48 2222 5 2222
• Email: [email protected]
• Contact form: /contact/

Tell us your activity, expected turnover, and share-capital structure. We come back within one business day with a fixed-price quote and a project plan.

Content prepared by Aleksandra Kowalska, Corporate Client Service. Approved by Tomasz Bielski, Managing Director.