Guide for registering a branch in Romania by a foreign company

Last updated: 12 March 2025.

Introduction

Registering a branch in Romania represents an effective solution for foreign companies looking to expand their operations in the Romanian market without establishing a separate entity.

This guide provides an overview of the registration process, outlining the necessary steps, required documentation, and key legal aspects, helping you to understand the process and make it easier to complete.

If you would like to register a Romanian company instead, you can check out our guide here.

Contents

• The definition of a branch

• Main characteristics of a branch

• Registration of the branch with the Trade Registry

• Name of the branch

• Establishment of the registered office

• Scope of business activity

• Legal representatives

• Required documents

• Preparation of the file and submission to the Trade Registry

• Processing time and issuance of the incorporation documents

• Accounting and taxation

• VAT registration

• Frequently asked questions

  • Are there benefits for non-EU citizens appointed as legal representatives of a foreign company's branch in Romania?

  • If the parent company already has an EORI number, does the branch need to obtain another one?

  • What are the costs of registering a branch?

The definition of a branch

A branch operates as an extension of the parent company and is not a separate legal entity.

From a legal standpoint, a branch does not have legal personality and does not have assets under its own name, preventing it from holding rights and obligations in its own name.

Thus, any commitment undertaken through the branch's activity is, in fact, the responsibility of the parent company.

Main characteristics of a branch

• it requires registration with the Romanian Trade Registry, with the branch being organized and operating in accordance with Romanian laws;

• it does not have legal personality and operates on behalf of the parent company;

• it does not require share capital deposit;

• it carries out business activities but within the limits set by the parent company;

• it is subject to the profit tax system for activities carried out on the territory of Romania;

• all obligations assumed by the branch are guaranteed by the parent company;

• it is represented and managed by one or more legal representatives appointed by the parent company.

Registration of the branch with the Trade Registry

Name of the branch

Prior approval for a name reservation is not necessary.

The name of the branch will consist of (the name of the foreign company) + (the name of the locality where the foreign company’s registered office situated) + (the word “Sucursala”) + (the name of the locality where the branch will have its registered office).

For example, if the parent company is named Awesome Parent Company and is established in London, UK and the branch will be established in Bucharest, Romania, then the branch will be named: Awesome Parent Company London Sucursala București.

The Romanian word “Sucursala” means branch or subsidiary. Thus, the branch name can be translated as: Awesome Parent Company London Bucharest Branch.

We recommend using the official name with “Sucursala” in any official documents, such as contracts, invoices, terms and conditions, etc. While the English translated name can be used in marketing, e-mail signatures and so on.

Establishment of the registered office

The address of the registered office must be in Romania.

The right to use the address that will serve as registered office of the branch must be proven with legal documents, such as: sales agreement, lease / free-lease agreement, excerpt from the Romanian Land Register.

Scope of business activity

Being an extension of the parent company, the branch can only carry out activities of the parent company.

For example, if the parent company is conducting IT consulting services, the branch must follow the same line of business and comply with the specific regulations for that field.

The activities are classified under the NACE codes v2.1, which is a commercial activity classification at the EU level.

Legal representatives

The legal representative of a branch is a person designated by the parent company to act on its behalf and to represent it in relation to third parties.

A branch can have one or more legal representatives.

The designated individual(s) will sign an affidavit regarding the fulfilment of the legal conditions for holding this position.

Required documents

For the branch's registration process, the following documents pertaining to the parent company / future legal representative are necessary:

1. constitutive act and the statutes of the parent company, if they are contained in separate documents, together with all amendments to these documents, translated into Romanian language by a certified translator;

2. documents attesting the registered office of the parent company, its business activities and, at least annually, the subscribed share capital amount, unless this information is included in the aforementioned documents;

3. passport(s) or national ID card(s) of the individual(s) who will hold the position of legal representative(s);

4. registration certificate of the parent company or an equivalent document that attests the entity's existence, translated into Romanian language by a certified translator.

In addition to the documents mentioned at points 1-4, for the registration of a branch by non-EU company, the annual financial statements of this company are also required.

Such financial statements must be prepared, audited and published in accordance with the Romanian legislation or, if applicable, in accordance with the foreign law governing the parent company, provided that it complies with the accounting rules equivalent to those in force at the EU level.

Preparation of the file and submission to the Trade Registry

Upon the establishment of the main elements (name, registered office, business activity, legal representatives), the necessary documents will be drafted.

Once the documents are signed by the legal representative(s) of the branch, the file is prepared and submitted with the competent Trade Registry office.

The submission of the file can be done as follows:

1. physically, directly at the Trade Registry office;

2. online, either through the dedicated portal, or via e-mail.

If opting for online submission, it is important that all documents are scanned and digitally signed with a qualified electronic signature.

As lawyers, we hold such signatures and can facilitate this process for you.

Processing time and issuance of the incorporation documents

Upon submission, the file shall be registered and assigned to a registrar (the person designated to resolve the file) within the Trade Registry.

From the moment the file is registered, it takes approximately 5-10 business days for the submitted documents to be reviewed and a resolution to be rendered – either the file will be admitted or it will be postponed for further clarifications.

If the file is postponed and the objections raised by the registrar are not clarified subsequently, the file will be definitely rejected, and the submission process must be restarted.

In case of an admission resolution, the Trade Registry issues a series of documents signed by the authority with qualified electronic signature. Amongst these, the most important is the certificate of incorporation.

The certificate of incorporation serves as the branch’s identity document and it includes key information such as: name, registered office’s address, registration number in the Trade Registry, sole registration code etc.

Accounting and taxation

Following the branch’s registration, compliance with the Romanian tax legislation becomes mandatory.

To ensure compliance with the tax requirements in Romania, it is necessary to retain the accounting services of a Romanian chartered accountant.

Although we do not directly provide accounting services, we can facilitate the access to the chartered accountant we collaborate with.

Regarding the applicable taxation system, the branch is subject to profit taxation, which currently has a rate of 16%.

VAT registration

The same rules regarding VAT apply to branches as to companies.

A branch can apply for either an EU VAT code or a Local VAT code.

For more information, please consult our tax guide here.

Frequently asked questions

Are there benefits for non-EU citizens appointed as legal representatives of a foreign company’s branch in Romania?

Non-EU citizens appointed as legal representatives of a branch may apply for a long-stay visa for employment purposes, which is required for applying for the temporary residence card.

This will allow the legal representative to reside in Romania while managing the branch’s operations.

Only one legal representative is eligible to apply for the long-stay visa, regardless of the number of appointed legal representatives.

The following main conditions must be fulfilled:

1. At the time of applying for the visa, the foreigner must not be a shareholder / stakeholder / director within another Romanian company;

2. The branch must not have any other foreigner appointed as legal representative benefiting from a temporary residence card for employment purposes.

If the parent company already has an EORI number, does the branch need to obtain another one?

In case the parent company has already obtained the EORI number, the branch is not required to obtain a separate one and can operate legally using the EORI number assigned to the parent company.

What are the costs of registering a branch?

If you choose our services, as lawyers, we can represent you throughout the entire process.

Our fee ranges from EUR 2,000 to EUR 3,500 (VAT excluded).

The fee does not include the Trade Registry’s tax (EUR 50) and the cost for translating the parent company’s documents into Romanian language (which vary on a case-by-case basis).