Company Incorporation Romania: Cost, Timeline & Process — 2026 Guide
The total cost of incorporating a limited liability company in Romania in 2026 falls within the range of €640 to €1,560, depending on the scope of services engaged. Government fees represent a modest portion of this total — typically €40 to €60. The balance consists of professional fees charged by the law firm or incorporation agent handling the registration. The minimum share capital required by law is RON 500, approximately €100, which constitutes the company's own equity rather than a fee payable to any authority.
This guide provides a detailed breakdown of each cost component, sets out the incorporation process step by step, and offers a realistic assessment of the timeline involved. For a more comprehensive discussion of entity selection, tax structuring, and post-incorporation compliance, readers may refer to our complete incorporation guide for foreign founders.
Cost Breakdown
The costs of incorporating a Romanian SRL may usefully be divided into three categories: government fees, professional fees, and share capital.
Government fees are fixed and apply uniformly. The National Trade Register Office (Oficiul Național al Registrului Comerțului, or ONRC) charges a registration fee, fees for the issuance of certified copies and extracts, and a publication fee in the Official Gazette (Monitorul Oficial). These fees amount to approximately RON 200–300 in aggregate, equivalent to €40–€60, depending on the number of certified copies requested and whether expedited processing is elected. It is worth noting that, unlike jurisdictions such as Germany or Austria, the Articles of Association of a Romanian SRL do not require notarisation. There are accordingly no notary fees.
Professional fees vary according to the scope of the engagement. For the purposes of clarity, the market in 2026 may be described in three tiers.
A basic incorporation — comprising entity registration, ANAF fiscal enrolment, and digital delivery of the incorporation documents, with the client responsible for securing the registered office and opening the bank account — is typically charged in the range of €350–€500 by incorporation agents and €500–€800 by law firms. The differential reflects the nature of the service. An incorporation agent files the paperwork in the form required by the Trade Register. A law firm, in addition, advises on entity structuring, tax regime selection, the drafting of the Articles of Association, and the appropriate classification of economic activities under the CAEN Rev. 3 nomenclature — and assumes professional responsibility for the advice given.
An intermediate engagement — incorporating the company and providing a registered office address in Bucharest for a period of 12 months, including the lease agreement and landlord consent required by law — falls in the range of €700–€1,000.
A full-service engagement — covering incorporation, registered office, coordination of bank account opening (with remote KYC assistance and, where required, power of attorney for the client), and a period of ongoing legal advisory — is typically charged at €1,200–€1,500.
Share capital for an SRL is RON 500, approximately €100 at current exchange rates. This amount is not a cost in the ordinary sense. It is the company's own equity capital, deposited in its bank account and available for use in the company's business from the date of incorporation. Pursuant to Law No. 239/2025, where the company's annual net turnover subsequently exceeds RON 400,000 (approximately €80,000), the share capital must be increased to RON 5,000 by the end of the following financial year.
Monthly accounting, while not part of the incorporation cost, is a recurring obligation that commences immediately. For a micro-enterprise SRL with modest transaction volume, monthly bookkeeping fees are typically in the range of €80–€200, depending on whether the company is registered for VAT.
For context, the total cost of incorporating a limited liability company in Bulgaria is broadly comparable at €500–€800 for a basic setup, though the tax regime differs materially: Bulgaria levies a flat 10% tax on profit with no equivalent of Romania's micro-enterprise revenue-based regime. Estonia offers rapid digital incorporation, but the effective tax rate on distributed profits is 22% (calculated as 20/80 of the gross distribution), which produces a higher tax burden for founders who extract earnings from the company regularly. Romania's combination of low incorporation cost and the 1% micro-enterprise tax rate on revenue remains distinctive within the European Union.
All figures in EUR. Government fees are fixed; professional fees reflect market range for reputable Romanian law firms.
| Cost Component | Amount (EUR) | Notes |
|---|---|---|
| ONRC registration & certified copies | €40 – €60 | Fixed government fee (RON 200–300) |
| Basic incorporation (law firm) | €500 – €800 | Registration + ANAF enrolment only |
| With registered office (12 months) | €900 – €1,000 | Adds Bucharest address, lease & landlord consent |
| Full-service package | €1,200 – €1,500 | Adds bank account opening & ongoing advisory |
| Minimum share capital (SRL) | ~€100 | RON 500 — company equity, not a fee |
| Notarised power of attorney + apostille | €50 – €150 | Non-resident shareholders only; varies by country |
| Monthly accounting (ongoing) | €80 – €200/mo | Depends on transaction volume & VAT status |
| Total — basic incorporation | ~€640 – €960 | Gov. fees + basic legal + capital |
| Total — full-service (operational company) | ~€1,340 – €1,660 | Gov. fees + full-service legal + capital |
No notary fees for SRL incorporation in Romania — the Articles of Association do not require notarisation. Share capital is deposited into the company's own bank account and is available for business use.
Timeline
The realistic timeline from engagement to a fully registered, tax-enrolled company is one to two weeks. Where bank account opening is included in the scope of the engagement, the total may extend to three to four weeks, as banking KYC procedures for non-resident shareholders require additional time. The individual phases are set out below.
Document preparation and company name reservation typically occupy the first three to five days. This period covers the initial assessment of the client's requirements, entity type and tax regime recommendations, the reservation of the company name with the Trade Register, and the drafting of the Articles of Association and all ancillary documents.
Trade Register processing takes three to five business days from the date the complete incorporation file is submitted to ONRC. The output is the Registration Certificate, which contains the company's unique identification code (CUI) and its trade register number (J-number). From the date of issuance of this certificate, the company exists as a legal person under Romanian law.
ANAF fiscal registration runs concurrently with the Trade Register filing. This step establishes the company's fiscal registration vector — specifically, whether it will be taxed under the micro-enterprise regime (1% on revenue) or the standard corporate income tax regime (16% on profit), and whether it is registered for value added tax.
Bank account opening, where applicable, is consistently the longest individual step. Romanian banks apply their own KYC and AML procedures, and the requirements for non-resident shareholders can be materially more extensive than for Romanian nationals. Certain banks offer remote account opening via power of attorney and video verification; others require a physical presence or a live video call with the beneficial owner. The statutory deadline is 60 business days from the date of incorporation, and it is advisable to commence this process immediately upon receipt of the Registration Certificate.
It should be noted that claims of "24-hour incorporation" or "same-day registration" encountered in the market typically refer only to the submission of documents, not to the completion of Trade Register processing — still less to the opening of a bank account.
The Incorporation Process
The process may be described in seven principal steps.
Entity recommendation, tax regime assessment, CAEN code selection. Fixed-fee engagement letter issued. You provide passport copies, business description, and preferred company name.
We check availability and reserve your company name with ONRC. Reservation is valid for three months. Two alternative names prepared as fallback.
Articles of Association drafted. Lease agreement and landlord consent arranged (if registered office is included). Specimen signatures, UBO declaration, and powers of attorney prepared. If you are abroad, notarisation and apostille run in parallel.
Complete incorporation file submitted to ONRC — Articles, capital proof, office lease, UBO declaration, all statutory forms. Processing begins immediately.
ONRC issues the Registration Certificate with CUI and J-number. Simultaneously, the company is enrolled with ANAF — micro-enterprise or standard CIT, VAT if applicable. Your company now exists as a legal entity.
The longest individual step. We coordinate with banking contacts, facilitate remote KYC, and arrange POA or video-call signing as required. Statutory deadline: 60 business days from registration. Fines for non-compliance: RON 3,000–10,000.
Registration Certificate, ANAF fiscal confirmation, CUI, trade register extract, bank account confirmation, CAEN Rev. 3 classification, and UBO declaration — all delivered digitally. Certified originals by courier on request.
Step 1 — Entity selection and tax regime. The SRL (societate cu răspundere limitată) is the appropriate vehicle for the substantial majority of foreign entrepreneurs establishing a business in Romania. The principal decision at this stage concerns the applicable tax regime: the micro-enterprise regime, which levies a flat 1% tax on gross revenue for qualifying companies with annual turnover below €100,000 and at least one full-time employee, or the standard corporate income tax regime at 16% on profit. For a comparative analysis, our Romania Tax Calculator allows users to model the effective tax burden under each regime. A broader discussion of all available entity types may be found in our guide on types of companies in Romania in 2026.
Step 2 — Company name reservation. The proposed company name is submitted to the Trade Register for verification against existing registered entities. Where the name is available, the Trade Register issues a reservation certificate valid for a period of three months, during which the remaining incorporation steps must be completed. It is advisable to prepare two or three alternative names in the event the first choice is unavailable.
Step 3 — Registered office. Romanian law requires every company to maintain a registered office (sediu social) in Romania. This may take the form of a leased office, a co-working space, or a professional virtual office address, provided the company holds a valid lease agreement and the landlord's written consent (acordul proprietarului) for the company to use the premises as its registered office. Where the client does not have access to a suitable address, the firm can arrange a registered office in Bucharest as part of the incorporation engagement.
Step 4 — Preparation of constitutional documents. The principal document is the Articles of Association (Act Constitutiv), which sets out the share capital, the identity and respective contributions of each shareholder, shareholder rights and obligations, the management structure, rules on profit distribution, and the company's declared economic activities expressed as CAEN Rev. 3 codes. Since 1 January 2026, all new incorporations are required to use the CAEN Rev. 3 classification system. Companies incorporated before that date must reclassify by 25 September 2026. Additional documents include specimen signature declarations for directors, the beneficial ownership declaration (UBO declaration).
Step 5 — Filing with the Trade Register. The complete incorporation file is submitted to the Trade Register. The file comprises the Articles of Association, proof of the registered office, the UBO declaration, specimen signatures, and the prescribed ONRC application forms. Processing time is three to five business days. The Registration Certificate, containing the company's CUI and J-number, is issued upon completion.
Step 6 — Tax registration with ANAF. Concurrent with the Trade Register filing, the company is enrolled with the National Agency for Fiscal Administration (Agenția Națională de Administrare Fiscală, or ANAF). This step determines the company's fiscal classification and reporting obligations. Errors at this stage — for example, the inadvertent registration of a qualifying micro-enterprise under the standard corporate income tax regime — can result in material and unnecessary tax liability, and are not always straightforward to correct retrospectively.
Step 7 — Bank account opening. From 2026, newly incorporated companies are required by law to open a Romanian bank account within 60 business days of registration. Non-compliance exposes the company to fines of RON 3,000–10,000 and to fiscal inactivity status, which prevents it from issuing invoices or conducting any commercial activity until the situation is regularised. It is advisable to initiate the bank account process on the day the Registration Certificate is received.
Documents Required
For a standard SRL with foreign individual shareholders, the documentation required is as follows: a valid passport or national identity card for each shareholder and director; the lease agreement and landlord consent evidencing the registered office; the Articles of Association, prepared in Romanian; specimen signature declarations for each director; a declaration on honour (declarație pe propria răspundere) from each shareholder and director confirming compliance with the applicable legal conditions; the UBO declaration and the prescribed ONRC application forms.
Where a shareholder is a legal entity — for example, a UK holding company incorporating a Romanian subsidiary — additional documentation is required, including a certificate of incorporation or equivalent, a certificate of good standing from the relevant registry, a board resolution authorising the incorporation of the Romanian entity, and apostilled copies of these documents accompanied by certified Romanian translations.
| Document | Individual Shareholder | Corporate Shareholder | Notes |
|---|---|---|---|
| Core Incorporation Documents | |||
| Passport / National ID | ✓ Required | — | Colour scan, valid for 6+ months |
| Certificate of Incorporation (parent) | — | ✓ Required | Apostilled + certified Romanian translation |
| Certificate of Good Standing (parent) | — | ✓ Required | Issued within 30 days; apostilled |
| Board resolution authorising incorporation | — | ✓ Required | Signed by authorised directors of parent entity |
| Articles of Association (Romanian SRL) | ✓ Required | ✓ Required | Drafted in Romanian; we prepare this |
| Specimen signature declarations | ✓ Required | ✓ Required | For each director / administrator |
| Declaration on honour | ✓ Required | ✓ Required | No criminal record, eligible for position |
| Beneficial ownership (UBO) declaration | ✓ Required | ✓ Required | Filed with Trade Register |
| Office & Capital | |||
| Lease agreement (registered office) | ✓ Required | ✓ Required | Virtual office qualifies; landlord consent needed |
| Landlord consent (acord proprietar) | ✓ Required | ✓ Required | Written consent for company registration at address |
| Proof of share capital deposit | Optional | Optional | No longer mandatory at filing for SRLs; declaration suffices |
| Remote Incorporation (Non-Resident) | |||
| Notarised power of attorney | ✓ Required | ✓ Required | Apostille required if non-EU |
| ONRC application forms | ✓ Required | ✓ Required | We prepare and file all forms |
Documents from outside Romania must be apostilled under the Hague Convention. Non-EU documents require certified translation into Romanian. We coordinate the entire document chain — preparation, notarisation guidance, and filing.
Tax Framework
The tax parameters applicable to newly incorporated companies in Romania are summarised below:
It is worth noting that the micro-enterprise regime requires at least one full-time employee. The shareholder-director qualifies for this purpose, provided they hold a formal employment contract at the minimum gross salary. Without such a contract, the company does not meet the conditions for the 1% regime and defaults to the 16% corporate income tax rate — a distinction that, in our experience, accounts for one of the most common and costly errors made by foreign founders.
For a detailed comparison of the tax burden under the SRL micro-enterprise regime, the SRL standard profit regime, and the PFA structure, our Romania Tax Calculator 2026 may be of assistance.
Figures effective 1 January 2026. Use our tax calculator to model the exact impact on your business.
| Tax | Rate | Base | Conditions & Notes |
|---|---|---|---|
| Corporate Taxation | |||
| Micro-enterprise income tax | 1% | Gross revenue | Turnover ≤ €100K; ≥ 1 full-time employee; not in excluded sectors |
| Corporate income tax (CIT) | 16% | Taxable profit | Above micro threshold, opt-out, or ineligible sectors |
| Dividend withholding tax | 16% | Gross dividend | Up from 10%. EU Parent-Subsidiary Directive exemption may apply |
| Value Added Tax (TVA) | |||
| Standard VAT | 21% | Taxable supply | Up from 19%. Mandatory registration above RON 395,000 (≈ €80K) |
| Reduced VAT | 11% | Taxable supply | Food, non-alcoholic beverages, accommodation, cultural events |
| Employment Costs (Minimum Salary) | |||
| Minimum gross salary | RON 4,050 | Monthly | Jan–Jun 2026. Increases to RON 4,325 from Jul 2026 |
| Employer contribution (CAM) | 2.25% | Gross salary | Labour insurance contribution |
| Employee pension (CAS) | 25% | Gross salary | Deducted from employee's gross; employer withholds |
| Employee health (CASS) | 10% | Gross salary | Deducted from employee's gross; employer withholds |
| Personal income tax | 10% | Net taxable income | Withheld by employer |
| Total employer cost (min. salary) | ~RON 4,140 | Monthly | Gross salary + 2.25% CAM. Net take-home: ~RON 2,430 |
Post-Incorporation Compliance
The incorporation of a company is the commencement, not the conclusion, of its legal obligations. Romanian law imposes a series of ongoing compliance requirements, non-observance of which can result in fines, tax penalties, and, in persistent cases, dissolution proceedings initiated by the authorities.
Annual financial statements must be filed with the Ministry of Finance within 150 days of the financial year-end. The UBO declaration must be updated within 15 days of any change in ownership structure. The reclassification of CAEN codes to Rev. 3 must be completed by 25 September 2026 for all companies incorporated before 2026. All B2B invoices must be transmitted through the RO e-Factura system within five working days of issuance. And from 2026, transfers of controlling stakes require prior ANAF notification and the issuance of a tax clearance certificate before the Trade Register will accept the filing.
We provide dedicated corporate secretarial services to manage these recurring obligations on behalf of foreign-owned companies.
Common Errors
Based on our experience advising foreign entrepreneurs, the errors that produce the most significant consequences tend to fall into a limited number of categories.
Incorrect tax regime classification at inception is more common than it should be. A company that qualifies for the micro-enterprise regime but is inadvertently registered under the standard corporate income tax regime will pay tax at 16% on profit rather than 1% on revenue. Correction mid-year is possible but involves additional filings and, in most cases, a period of overpayment.
Failure to establish an employment relationship is a related error. The micro-enterprise regime is conditional on the company having at least one full-time employee. Where the shareholder-director does not hold a formal employment contract at the minimum gross salary, the condition is not met, and the company is excluded from the 1% regime.
Delayed bank account opening carries increasingly serious consequences under the 2026 rules. The 60-business-day statutory deadline is enforced. Fines commence at RON 3,000, and fiscal inactivity — which renders the company unable to issue invoices — may follow.
Incorrect or insufficient CAEN codes may restrict the activities the company is legally authorised to carry out, affect eligibility for certain tax regimes or procurement contracts, and necessitate a subsequent amendment to the Articles of Association at additional cost.
Neglect of ongoing compliance obligations — annual financial statements, UBO declaration updates, CAEN reclassification, e-Factura transmission — each carries a hard deadline and a real consequence for non-observance. In extreme cases, persistent non-filing may lead to dissolution of the company by court order.
Inadvertently registering for standard 16% CIT instead of the 1% micro-enterprise regime — or vice versa. The correction process is not straightforward and may trigger back-taxes.
Impact: 15× higher tax liability in first yearThe 1% micro-enterprise regime requires at least one full-time employee. Without a formal employment contract, the company defaults to 16% CIT automatically.
Impact: automatic reclassification to 16% CITSince 2026, failure to open a bank account within 60 business days triggers fines and potential fiscal inactivity — preventing the company from issuing invoices or conducting business.
Impact: fines RON 3,000–10,000 + fiscal inactivityUsing wrong CAEN Rev. 3 codes limits what the company can legally do and may affect eligibility for tax regimes, licences, and public procurement contracts. Requires an amendment filing.
Impact: additional Trade Register filing + €200–€400 costFailing to file annual financial statements, update the UBO declaration, or reclassify CAEN codes by the September 2026 deadline results in fines, fiscal audits, and potential dissolution.
Impact: fines + fiscal audit risk + dissolution proceedingsAll B2B invoices must be transmitted through RO e-Factura within 5 working days. Invoices not reported are treated as non-existent — no VAT deduction, no expense deduction.
Impact: invoices void for tax purposesEngagement Structures
We offer three fixed-fee packages for the incorporation of a Romanian SRL. Government fees are invoiced at cost, without markup. Each package is handled in its entirety by a licensed Romanian attorney.
The Essentials engagement, at €500, covers the complete SRL registration: name reservation, preparation of the Articles of Association, filing with the Trade Register, ANAF fiscal registration, and digital delivery of the full incorporation file. The client arranges the registered office and bank account independently.
The Business engagement, at €900, includes everything in the Essentials package together with a registered office address in Bucharest for a period of 12 months, including the lease agreement, landlord consent, and a mail notification service.
The Complete engagement, at €1,400, includes everything in the Business package together with full coordination of bank account opening (remote KYC assistance, preparation of powers of attorney, and in-person signing assistance where required), as well as a legal advisory retainer of two hours per month for 12 months, covering corporate governance, employment law, contracts, and data protection matters.
Full details and a comparative table of all three packages are available on our Company Incorporation Romania service page.
Frequently Asked Questions
How much does it cost to register a company in Romania in 2026? The total cost ranges from approximately €640 for a basic incorporation (comprising government fees, law firm fees, and share capital) to approximately €1,560 for a full-service engagement that includes a registered office, bank account coordination, and ongoing legal advisory. Government fees alone account for €40–€60. The minimum share capital of approximately €100 is the company's own equity, not a fee.
How long does the process take? One to two weeks for entity registration and tax enrolment. Bank account opening adds a further one to three weeks, depending on the bank and the nationality of the beneficial owners. The Trade Register itself processes filings within three to five business days.
Is it possible to incorporate without being present in Romania? Yes. The entire process may be conducted remotely through a power of attorney. Neither a Romanian visa nor a residence permit is required to be a shareholder or director of an SRL.
What is the minimum share capital? RON 500, approximately €100, from 1 January 2026. Where annual net turnover subsequently exceeds RON 400,000, the share capital must be increased to RON 5,000 by the end of the following financial year.
What tax regime applies to newly incorporated companies? Companies meeting the micro-enterprise conditions — annual turnover not exceeding €100,000, at least one full-time employee — are taxed at 1% on gross revenue. Companies exceeding the threshold, or that voluntarily elect out of the regime, are taxed at 16% on profit. Dividend distributions are subject to a 16% withholding tax from 1 January 2026. VAT registration becomes mandatory when annual turnover exceeds RON 395,000, approximately €80,000.
Is an employee required for the 1% tax regime? Yes. At least one full-time employee on an indefinite or fixed-term contract of at least 12 months, at a minimum gross salary of RON 4,050 per month from January 2026 (increasing to RON 4,325 from July 2026). The shareholder-director qualifies, provided a formal employment contract is in place.
What is CAEN Rev. 3? Romania's current classification of economic activities, aligned with the EU's NACE Rev. 3 framework. All companies incorporated from 1 January 2026 are required to declare activities under this classification. Companies incorporated before that date must reclassify by 25 September 2026.
What happens if the bank account is not opened within 60 days? The company is exposed to fines of RON 3,000–10,000 and to the risk of being declared fiscally inactive by ANAF, which prevents it from issuing invoices, collecting payments, or conducting any commercial activity until the situation is resolved.
How does Romania compare to Bulgaria and Estonia for incorporation? Each jurisdiction has distinct characteristics. Romania offers the lowest effective tax rate for small companies, at 1% on revenue, provided the micro-enterprise conditions are met. Bulgaria levies a flat 10% tax on profit, which may produce a lower effective rate for companies with significant deductible expenditure. Estonia imposes no tax on retained profits but taxes distributions at an effective rate of approximately 22%, making it more suitable for companies that reinvest the majority of their earnings. Romania's micro-enterprise regime is generally the most advantageous for founders who intend to extract cash regularly from a company with annual turnover below €100,000.
Side-by-side comparison of the three most popular low-tax EU jurisdictions for foreign founders.
| Criterion | Romania | Bulgaria | Estonia |
|---|---|---|---|
| Incorporation cost | €640 – €960 | €500 – €800 | €400 – €700 |
| Revenue / income tax | 1% on revenue | 10% on profit | 0% retained / 22% distributed |
| Dividend withholding | 16% | 5% | Included in 22% CIT |
| VAT (standard) | 21% | 20% | 22% |
| Minimum share capital | ~€100 | BGN 2 ≈ €1 | €2,500 |
| Incorporation timeline | 1–2 weeks | 1–2 weeks | 1–3 days (digital) |
| Fully remote incorporation | Yes (via POA) | Yes (via POA) | Yes (e-Residency) |
| Employee requirement (low tax) | ≥ 1 full-time | None | None |
| EU single market access | ✓ | ✓ | ✓ |
| Best suited for | Service businesses, consultancies, tech startups with revenue < €100K | Cost-sensitive operations, outsourcing, back-office | Digital nomads, SaaS, retained-profit models |
Key takeaway: Romania's 1% revenue tax produces the lowest effective tax burden for service companies and consultancies earning under €100,000. Bulgaria offers the lowest dividend tax (5%) and no employee requirement. Estonia is optimal for companies that reinvest profits and distribute rarely. The right choice depends on your business model, distribution frequency, and operational needs.
Rates as of April 2026. This comparison is for general orientation only and does not constitute tax advice. Consult a qualified adviser before making jurisdictional decisions.
Next step. To discuss your specific requirements or to commence the incorporation process, please contact us. We respond to all enquiries within 12 hours. Our free Romania business tools — including company verification, AI-powered partner screening, court records search, and a tax calculator — are available without registration.
Entity selection, Trade Register filing, ANAF registration, registered office, and bank account opening — remotely, in English, at a transparent fixed fee.
