A foreign national may hold the entire share capital of a Romanian company. The position is the same for nationals of member states of the European Union and the European Economic Area and for nationals of third countries. There is no requirement for a Romanian shareholder, no minimum local participation, and no residence permit is required in order to hold shares. The same person may, in addition, be appointed sole director.
The question is put to us with sufficient frequency by founders established outside Romania to warrant an unqualified answer at the outset. Such qualifications as exist are concerned with investment screening in a limited range of sectors, with the disclosure of beneficial ownership, and with the documents required of a foreign company acquiring shares in a Romanian subsidiary. None of them operates as a restriction upon ownership.
The position under Romanian company law
Law no. 31/1990 on companies, which governs the formation and operation of Romanian companies, imposes no condition of nationality upon shareholders. A limited liability company, the societate cu răspundere limitată or SRL, may be held by one or more shareholders, whether natural or legal persons, and the statute is silent as to their residence or nationality. The registrar's examination of a file presented by a founder resident abroad is in all respects the examination applied to a file presented by a Romanian founder.
The position is no different in respect of management. A foreign national not resident in Romania may be appointed sole director. Neither the appointment of a resident director nor the presence of a Romanian national within the management of the company is required. The practical consequences of a non-resident directorship are not to be understated, since certain dealings with banks and with the tax authority proceed more readily where a director is present in the country, but they are matters of convenience and not of eligibility.
The choice of vehicle is a distinct question, considered in Types of Companies in Romania in 2026: SRL, SA, PFA, Branch. For the greater part of foreign founders the SRL is the appropriate vehicle, and what follows is directed to it.
The restriction that no longer applies
Article 14 of Law no. 31/1990 formerly provided that a person might be the sole shareholder of one limited liability company only, and that a limited liability company having a single shareholder might not itself be the sole shareholder of another. That provision was repealed with effect from 5 July 2020.
The repeal is of some consequence and remains imperfectly understood, not least in material still in circulation online. An individual may now hold the whole of the share capital in any number of Romanian companies. A Romanian company held by a single shareholder may now hold the whole of the share capital of a further Romanian company. Holding structures formerly obstructed by the provision, and which founders were obliged to distort by the introduction of a second shareholder holding a nominal interest, may now be established directly.
Material asserting the contrary is, almost invariably, reproducing the original text of the statute rather than the text in force. Where a founder has been advised that a second shareholder is to be introduced for this reason alone, the advice does not reflect the present law.
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Foreign investment screening
Romania operates a mechanism for the screening of foreign direct investment, in common with other member states and in accordance with the European framework. The mechanism is not a restriction upon ownership. It provides for a review in advance of certain transactions, and it is directed to the investment rather than to the nationality of the investor.
It is engaged by reference to the value of the investment and to the sector in which the target undertaking operates. The sectors treated as sensitive include defence and security, critical infrastructure, energy, transport, communications, certain technologies, and the processing of personal data on a significant scale. Investments falling below the applicable threshold and outside those sectors are unaffected.
The incorporation of a trading, consulting or technology company by a foreign founder does not, in the ordinary course, engage the mechanism. Where an investment is of substantial value, or is directed to a sensitive sector, the position is to be considered before the structure is settled, clearance operating as a condition precedent rather than as a formality to be attended to in due course.
Beneficial ownership
Ownership is not confidential. Romanian companies are required to declare their beneficial owners, and the declaration identifies the natural persons by whom the company is ultimately owned or controlled, whatever the number of entities interposed.
Where the shareholder is an individual, the beneficial owner is that individual. Where the shareholder is a foreign company, the declaration is to trace through to the natural persons behind it. A structure devised in order to obscure ownership will not survive the exercise, and an inaccurate declaration is not without consequence. The obligation and its mechanics are set out in Beneficial Owner Declaration in Romania: A 2026 Guide for Foreign Owners.
A parallel enquiry is undertaken by the bank upon the opening of the account, pursuant to anti-money-laundering legislation. It is frequently the more exacting of the two, and it is considered separately in How to Open a Bank Account for Your Romanian SRL in 2026.
Where the shareholder is a company established abroad
The documentary position differs according to whether the incoming shareholder is a natural person or a company.
In the case of an individual, the requirement is modest. A passport or national identity document is sufficient to establish identity, and nothing further is called for by reason of foreign nationality alone.
In the case of a corporate shareholder, the registrar requires evidence of the company's existence and of the authority of the person executing the documents on its behalf. That evidence ordinarily comprises a recent extract from the commercial register of the company's home jurisdiction, together with a resolution of its competent organ approving the Romanian investment and appointing a signatory.
This requirement is, in our experience, the principal source of delay in incorporations involving a corporate founder. The documents originate abroad, the apostille is issued by an authority beyond Romanian control, and the time taken is governed by the home jurisdiction rather than by the Romanian file. Where a corporate shareholder is contemplated, those documents are best put in hand at the outset and not once the Romanian documents have been settled.
Obligations unaffected by nationality
Foreign ownership in whole does not alter the obligations attaching to a Romanian company once it exists, and those obligations are in all respects those of a company held by Romanian nationals.
The company is to maintain a registered office at an address in Romania, which may be provided by a lawyer, by a service provider or under a lease. The point is considered in How to Get a Registered Office Address in Romania in 2026.
The company's declared objects determine the activities it may lawfully carry on, and amendments are subject to procedure and to time limits, as set out in Changing Your CAEN Codes in Romania: The 2026 Deadline Trap.
The company is to hold a bank account within the statutory period following registration. Failure in that respect exposes it to a declaration of fiscal inactivity, the consequences of which are described in Fiscal Inactivity in Romania: ANAF Consequences and Reactivation. It is the obligation most commonly overlooked by founders operating from abroad, and that whose consequences are the least readily reversed.
Alin-George Mihai is Managing Partner at Mihai Attorneys in Bucharest. He advises foreign founders and international groups on establishing a presence in Romania, including the choice of vehicle, shareholding arrangements and the constitutional documents, and on the corporate and regulatory obligations that follow registration. He also represents foreign companies and their Romanian subsidiaries before the Romanian courts and in arbitration. He holds a law degree from the Faculty of Law, University of Bucharest.
