Complete Guide to Company Registration in Romania

Introduction

As lawyers, we guarantee the accuracy of the information presented here, ensuring that details, figures, and tax amounts are consistently up-to-date. If you encounter different tax amounts or figures elsewhere, you can trust ours to be the most precise and up-to-date.

If you're considering forming a company here, you’re likely facing questions about legal formalities, required documentation and taxes. These challenges can feel daunting, especially when time and precision are critical.

This guide simplifies the entire process into clear, actionable steps. With our expertise in Romanian corporate law, you’ll have a reliable roadmap to save time, avoid mistakes, and set your business up for success. Let’s turn your vision into reality!

Contents

The structure of a Romanian company

To make an informed decision about opening a Romanian company, you must first decide on the type you want to form. For this, you need a brief understanding of the structure of a Romanian company.

The company consists of shareholders and directors.

Shareholders own the company but do not manage its operations.

Directors manage daily operations but do not own the company. They are the authorized signatories and represent the company to third parties and authorities.

A shareholder can also serve as a director.

Shareholders have the ultimate authority over the directors' activities.

In certain types of companies, internal auditors are also required, as explained below.

Shareholder liability

Shareholders' liability for company debts is either limited to their share of the capital or unlimited, depending on the company type, as detailed below.

This liability is towards the creditors of the company.

Director liability

Directors' liability is limited to cases of gross mismanagement. This limitation is unrelated to the company's capital share.

This liability is towards the company itself.

Shareholder operations

Shareholders participate only during the General Meeting of Shareholders (GMS) and not outside of it.

Director operations

Directors are not bound to operate within a specific framework, but in certain cases, such as with joint-stock companies, they may be required to work within a Board of Directors (BoD).

Shareholder ownership of the Romanian company

As mentioned earlier, shareholders are the owners of the company.

This ownership is reflected in the company's capital share.

For instance, if there are two shareholders, each holding half of the capital share, then each owns half of the company.

This capital share also determines the voting power of the shareholder at the General Meeting of Shareholders.

Step 1. Select the type of Romanian company

There are 5 types of Romanian companies:

  • General partnership (Romanian: SNC).

  • Simple limited partnership (Romanian: SCS).

  • Shares limited partnership (Romanian: SC).

  • Limited liability company (Romanian: SRL).

  • Joint-stock company (Romanian: SA).

Types of Romanian companies: Brief Comparison

The general partnership (SNC)

A general partnership (SNC) is usually formed among individuals with close ties, such as family members or coworkers.

Liability. The shareholders have unlimited liability towards the creditors of the company.

Capital share. The is no minimum capital share required.

Major disadvantage: The liability of the shareholders is unlimited.

The simple limited partnership (SCS)

Liability. There are two types of shareholders: limited and unlimited. The primary difference is liability: limited shareholders' liability is restricted to their capital share, whereas unlimited shareholders have unlimited liability.

Capital share. There is no minimum capital share required.

This type of company must have at least one unlimited and one limited shareholder.

The role of director is assumed by one or more unlimited shareholders.

Major disadvantage: Unlimited shareholders have unlimited liability.

The shares limited partnership (SC)

Liability. There are two types of shareholders: limited and unlimited. The primary difference is liability: limited shareholders' liability is restricted to their capital share, whereas unlimited shareholders have unlimited liability.

Capital share. The minimum capital share is approximately EUR 18,100.

The role of director is assumed by one or more unlimited shareholders.

Major disadvantage: Unlimited shareholders have unlimited liability.

The Limited Liability Company (SRL)

Liability: Shareholders' liability is limited to their capital share.

Capital Share: There is no minimum capital share required.

Number of Shareholders: It can have between 1 and 50 shareholders.

Restrictions: A shareholder cannot be the sole shareholder in more than one limited liability company.

A limited liability company cannot have another limited liability company as its sole shareholder.

Advantages: No minimum capital share is required.

The liability of shareholders is limited to their capital share.

The joint-stock company (SA)

Liability: Shareholders' liability is limited to their capital share.

Capital share: The minimum capital requirement is approximately EUR 18,100.

Advantages: Shareholders' liability is limited to their capital share.

Shareholders can freely transfer their shares to third parties.

Disadvantages: The minimum capital requirement is relatively high, at EUR 18,100.

It requires at least three internal auditors, one of whom must be a chartered accountant.

If there is more than one director, they must operate within a Board of Directors.

Limited liability company (SRL) vs joint-stock company (SA)

Both companies limit shareholders' liability to their capital share.

The limited liability company is much cheaper to establish and operate, as it requires no minimum capital share, can have a sole shareholder, and does not require internal auditors.

However, the shares of a joint-stock company are easier to transfer to third parties.

Types of Romanian companies: Statistics

The limited liability company is by far the most common type of Romanian company.

For instance, the Romanian Trade Registry (ONRC) released the number of Romanian companies established in November 2024, which are as follows:

  • 3 general partnerships.

  • 0 simple limited partnerships.

  • 1 shares limited partnership.

  • 8,836 limited liability companies.

  • 10 joint-stock companies.

The second most common type of Romanian company is the joint-stock company (SA), accounting for less than 1% of the total number of limited liability companies.

Other company types constitute less than 0.1% of the total number of limited liability companies.

Step 2. Choose the company name

After selecting the company type, the next step is to choose the company name.

The company name must be:

  • Unique compared to existing Romanian companies.

  • Distinctive (not too general).

  • Not too short.

For example, if there is an existing company named My Awesome Company SRL, you cannot use Another Awesome Company SRL, as these names are too similar.

We recommend using at least 2-3 words for the company name.

The company name must be reserved in advance, prior to company establishment.

There are two methods for reserving the company name:

  • Using the Trade Registry's online tool.

  • Submitting an application for human review at the Trade Registry.

The first option is instantaneous, speeding up company formation, but there is a significant risk that the judge at the Trade Registry may override the online tool and invalidate the reserved name, leading to rejection of the entire company formation process.

The judge's decision comes at the end of the process, complicating matters further.

If this occurs, you must start over with a new company name reservation.

The second option is slower, taking 1-2 days, but ensures that the judge will not override the reserved name at the end of the procedure.

With the second option, you can submit 1 to 3 alternative company names for the Trade Registry official to choose from.

If the official finds flaws in all alternatives, one will still be reserved, but this removes the guarantee when the judge decides on company formation, risking the entire procedure.

In such cases, we recommend reserving a different company name before proceeding with company registration.

We always choose the second option for our clients unless they advise us otherwise, ensuring they are informed about the associated risks beforehand.

Step 3. Choose the registered address

Your company's registered address must be in Romania.

You can select any address, provided you can prove your right to use that location, such as through a sale purchase agreement, lease agreement, or an extract from the Romanian land book.

There are specific restrictions if the registered address is in a residential building with multiple owners. In this case, you need the consent of all neighbors sharing a common wall with your unit, as well as the consent of the building's landlords' association.

A simpler, more cost-effective alternative to renting a physical registered address is to rent a virtual one from us as lawyers.

As lawyers, we are governed by special legislation that allows us to rent our premises as virtual registered addresses to clients for whom we form Romanian companies.

A virtual registered address serves as a postal address for the company, receiving communications from third parties or authorities. No company activities can occur at the virtual registered address.

Company activities can be conducted anywhere else outside of the virtual registered address, whether in Romania or abroad.

Step 4. Choose the company activity

You need to choose your company's activity.

Select one main activity and, optionally, one or more secondary activities.

The only practical difference between the main and secondary activities is that only the main activity will appear on the company's incorporation certificate.

Select activities from those classified at the EU level, specifically the NACE codes v2.1.

If you find it difficult to browse the NACE codes, let us know which activities you want for your company, and we will find them for you.

Step 5. Draft and sign the constitutive act

Your shareholders must sign the constitutive act.

The constitutive act outlines the company's activities, identifies the shareholders and directors, and details the relationships between them.

It is also known as the articles of association.

The constitutive act must include at least the mandatory clauses required by Romanian company law.

The language of the constitutive act must be Romanian; however, there are no restrictions on having it bilingual.

Therefore, we always draft the constitutive act in both Romanian and English, enabling our clients to understand what they are signing.

Step 6. Draft and sign the affidavits

Every shareholder and director must sign an affidavit declaring, under their own liability, that they meet the legal requirements to be a shareholder or director.

Each director must sign an affidavit that includes their signature specimen.

Any shareholder or director not fiscally registered in Romania (lacking a Romanian personal tax number, such as CNP or NIF) must sign an affidavit regarding their tax record, under their own liability.

One of the directors must sign an affidavit identifying the ultimate beneficial owners (UBOs) of the company, who are also referred to as real beneficiaries, typically the shareholders.

The language of the affidavits must be Romanian; however, there are no restrictions on having them bilingual.

Therefore, we always draft the affidavits in both Romanian and English, enabling our clients to understand what they are signing.

Step 7. Other required documents

Each shareholder and director must provide a high-quality, colored, scanned copy of their passport or national ID card.

If they do not have a passport and their country of citizenship does not issue ID cards, a driver's license may also be acceptable.

You must pay the Trade Registry company formation tax and submit the corresponding payment proof.

If you hire lawyers, they will pay the Trade Registry tax on your behalf, so there is no further action needed on your behalf.

Step 8. File the documents with the Trade Registry

Once you have all the above documents drafted, signed and prepared, you can file them with the Romanian Trade Registry.

There are three options to file the documents, either in person by going to the competent Trade Registry office, for example the Bucharest Trade Registry Office, via their official online portal or via e-mail.

In case of filing via the official online portal or e-mail, the documents have to scanned and digitally signed with a qualified electronic signature via a physical token issued by an government authorized company.

A much more simpler, faster and cheaper alternative is empowering a lawyer such as us, that already have a qualified electronic signature issued by an authorized company.

Step 9. Wait for the Trade Registry decision

After submitting the necessary documents, you must wait for the Trade Registry judge to review them and issue a decision.

Upon review, the judge can either approve the company formation or postpone it, requesting additional clarifications and/or documents if needed.

If postponed and further clarifications or documents are insufficient, the judge will reject the company formation.

In the event of rejection, you must restart the process for Romanian company formation.

If approved, the Trade Registry judge will issue the incorporation certificate and the Trade Registry decision approving the Romanian company incorporation.

The incorporation certificate is crucial as it functions like a national ID card for companies.

This certificate provides the company's tax ID number and Trade Registry number.

It also includes the company name, its registered address and its main registered activity.

Step 10. Get the services of an accountant

After incorporating the company, you must hire an accountant to handle monthly bookkeeping and file both monthly and yearly tax statements with the Romanian tax authority.

Even if your company is inactive, tax statements must still be filed monthly.

If you are interested, we can offer the services of our accountant.

Optional step 11. Obtain the VAT number

There are two types of VAT numbers: the local VAT number and the EU VAT number.

Both are obtained from the Romanian tax authority after company formation.

EU VAT number

With an EU VAT number, your company does not become a VAT payer.

Its primary purpose is to facilitate business with other EU companies, excluding Romanian ones.

The disadvantage is that your company cannot reclaim the VAT paid since it does not become a VAT payer.

Local VAT number

The advantage is that your company becomes a VAT payer and can reclaim the VAT paid.

Once your company becomes a VAT payer, it must add VAT to the invoiced amounts against natural persons and Romanian companies.

The only exception is when invoicing non-Romanian companies; in this case, even though your company is a VAT payer, the VAT rate is 0%.

The local VAT number also serves as the EU VAT number.

You cannot have both EU VAT numbers active; if you obtain the EU VAT number and then the local VAT number, the former must be canceled.

Optional step 12. Obtain the EORI number

If your company engages in the import and export of physical goods, you must obtain an EORI number for your Romanian business.

This can be done by submitting an application to the relevant territorial tax authority, either in person or through their online portal.

Optional step 13. Obtain the NIF numbers for the shareholders and directors of your company

NIF numbers are Romanian personal tax ID numbers issued to individuals who do not reside in Romania.

Romanian residents and citizens already have a similar ID number called CNP.

You will need to obtain NIF numbers in the following situations:

  • For directors employed within your company.

  • For shareholders if they intend to receive dividends from the company.

Optional step 14. Opening a bank account

To pay the taxes and deposit the capital share, having a bank account is necessary.

You can open a bank account at Romanian banks or banks outside Romania.

Additionally, accounts can be opened at online banks such as Wise, Revolut Business, or Paysera.

If you choose to open a local bank account at a Romanian bank, your presence will be required.

Banks carry a KYC process before on-boarding a client. In the KYC process, banks often ask for your passport/ID card, tax ID number, proof of residence (some require official documents evidencing the address), among other information. They also expect answers to various sets of questions regarding the company`s business.

We can assist you with Romanian banks to streamline the process, as we have strong connections with several local banks familiar with our services.

We don`t guarantee the success of the bank account opening, as each bank has the right to refuse a client after the KYC process is done.

Our services

The major advantage is that you don’t need to memorize any details about forming a Romanian company, as we can handle the entire process with minimal effort required from you.

Frequently asked questions

How much does it cost to open a Romanian company?

The Trade Registry fee for forming a Romanian company is about EUR 30.

If you hire the services of lawyers to perform everything on your behalf, the costs can range between EUR 1000 and EUR 3000. This is an one time fee.

For accounting services, those range from EUR 30 to EUR 150, on average, per month.

How long does it take to form a Romanian company?

Drafting and signing the necessary documentation takes approximately 1-2 days.

Reserving the company name takes around 1-2 days.

The main procedure at the Trade Registry takes about 3 days. However, in recent months, technical difficulties at the Trade Registry have extended some company formation procedures to 2 weeks.

Obtaining the EU VAT number takes about 10 days.

Obtaining the local VAT number, along with the required NIF numbers, takes about 30 days.

Getting the EORI number takes around 1-2 days.

In case of opening the bank account, the meeting at the bank takes 1-2 days. The bank's KYC process can take between 1 week and more than 2 weeks, until the bank approves the bank account opening. Your presence in Romania is not required during the last part.

All the above steps are sequential, except for obtaining the EU VAT, local VAT, and EORI numbers, and opening the bank account, which can be done in parallel after company formation.

What taxes are associated with a Romanian company?

Romanian companies can choose between two tax regimes:

  • A 1% or 3% turnover tax, applicable if the company's annual turnover is below certain thresholds.

  • A 16% profit tax in all other cases.

A company subject to the turnover tax is known as a micro-company or micro-enterprise.

Generally, a company is a profit tax payer unless it opts for the turnover tax, at which point it becomes a micro-company. This option can only be exercised when the company is being formed.

If a micro-company exceeds the yearly turnover thresholds or fails to meet other requirements, it will become a profit tax payer, a change that cannot be reversed.

Additionally, there is a 10% dividend tax if shareholders wish to withdraw profits from the company.

There is also a health insurance tax, applicable only to shareholders who are Romanian residents.

For detailed information and a complete list of Romanian company taxes and their rates, please consult our guide here.

Is it possible for foreigners to establish companies in Romania?

Yes, there are no restrictions on company formation in Romania.

Foreigners are allowed to establish Romanian companies.

However, individuals from certain nationalities might face difficulties when opening a bank account at a Romanian bank.

These nationalities are from countries under banking sanctions, such as Iran, Syria, and Pakistan.

What are the benefits of opening a company in Romania?

Low taxes

Forming a Romanian company is great because the taxes are among the lowest in the European Union.

Also, the cost of living is cheaper than in most EU countries.

Access to the EU single market

It is well-known that EU member states trade freely with each other, without customs duties or border checks.

Since Romania is part of the EU, forming a Romanian company allows you to benefit from access to the EU single market.

Many of our non-EU clients require an EU company to expand their businesses into the EU single market, and they often choose Romania for establishing such a company, because of its low tax rates.

Is my presence in Romania required?

Your presence is not required during company formation.

However, if you plan to open a bank account at a Romanian bank, you will need to be present at the bank.

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