How to Incorporate a Company in Romania in 2026: The Complete Guide for Foreign Founders
Romania has become one of Europe's most attractive jurisdictions for foreign entrepreneurs looking to establish an EU presence. A flat 1% revenue tax for qualifying micro-enterprises, a minimum share capital of just €100, full EU single market access, and an incorporation process that does not require you to travel to Romania make it a compelling choice for founders from the UK, Western Europe, the Middle East, and beyond.
This guide covers what you need to know to incorporate a Romanian company in 2026: the legal structures available, the step-by-step process, the documents required, the tax framework, and the ongoing compliance obligations that begin the moment your company is registered.
If you are evaluating Romania alongside other EU jurisdictions, or if you have already decided to incorporate and want to understand exactly what the process involves, this guide is written for you.
We handle Romanian incorporations for foreign founders at a fixed fee from €500, with the documents drafted in one to two days. See the scope and the fee. The rest of this guide explains each step if you prefer to understand the process first.
Why Romania, and Why Now
Romania's appeal to foreign founders rests on a combination of factors that, taken together, are difficult to match elsewhere in the European Union.
The micro-enterprise income tax regime, simplified from 1 January 2026, allows companies with annual revenue below €100,000 to pay a flat 1% tax on turnover — not on profit, but on gross revenue. For a company with healthy margins, this translates to an effective tax burden that is a fraction of what the same business would face in Germany, France, or the Netherlands. The previous system, which imposed a 3% rate on companies without employees and capped the regime at €250,000 in turnover, has been eliminated. The new framework is simpler: one threshold, one rate. You can model the exact tax impact using our Romania Tax Calculator 2026.
Beyond taxation, Romania offers access to the EU single market, a well-educated multilingual workforce (particularly in technology, engineering, and finance), competitive operating costs, and a legal system that is progressively aligning with Western European standards. Bucharest, in particular, has developed a mature ecosystem for startups and shared services centres, with established infrastructure in IT, financial services, automotive, and energy.
For UK-based entrepreneurs, there is an additional consideration. The new Romania–UK Double Taxation Convention entered into force on 1 January 2026, introducing updated withholding tax rates and enhanced mutual cooperation provisions. This makes Romania a particularly relevant option for UK founders structuring European operations in the post-Brexit environment.
Romania is also a candidate for OECD membership, with accession targeted in the near term. This signals continued alignment with international standards of transparency, corporate governance, and regulatory quality — factors that matter to investors and institutional partners evaluating the jurisdictions in which their counterparts operate.
Choosing the Right Legal Structure
The first decision any foreign founder faces is which type of entity to establish. Romanian law offers several options, each with distinct characteristics in terms of liability, capital requirements, governance, and tax treatment. For a detailed comparison of all entity types, see our guide on types of companies in Romania in 2026.
The SRL (Societate cu Răspundere Limitată) is Romania's equivalent of the limited liability company and is by far the most common vehicle for foreign entrepreneurs. From 1 January 2026, the minimum share capital is RON 500, approximately €100. If the company's annual net turnover later exceeds RON 400,000 (roughly €80,000), the share capital must be increased to RON 5,000 by the end of the following financial year. An SRL may have between one and fifty shareholders. At least one director (administrator) is required, but there is no nationality or residency requirement — meaning a non-resident foreigner can serve as both sole shareholder and sole director. The SRL is eligible for the 1% micro-enterprise tax regime, provided it meets the qualifying conditions.
The SA, the branch office and the PFA each have their place, but they suit narrower situations: capital-intensive projects with institutional investors, a regulatory presence tied to a single contract, and individual freelancers respectively. Liability, capital and tax treatment differ materially between them, and we compare all four structures in the guide linked above.
For the vast majority of foreign founders, the SRL is the correct choice. The remainder of this guide focuses on the SRL incorporation process, with notes on other structures where relevant.
Which entity fits your situation?
The Incorporation Process: Step by Step
The complete process — from initial consultation to a fully registered, tax-enrolled company — typically takes one to two weeks. The individual steps are as follows.
Step 1 — Initial Assessment and Entity Recommendation. Before any documents are prepared, it is important to assess your specific situation: the nature of your business, your expected turnover, your target markets, the number of founders, and any regulatory requirements specific to your industry. This assessment determines not only the entity type but also the optimal tax regime, the appropriate CAEN activity codes, and whether VAT registration is necessary or advisable from inception.
Step 2 — Company Name Reservation. Your chosen company name must be verified for availability and reserved with the National Trade Register Office (ONRC — Oficiul Național al Registrului Comerțului). The name must be distinct from all existing registered entities. Reservation is valid for a limited period, during which the remaining incorporation steps must be completed. It is advisable to prepare two or three alternative names in case your first choice is unavailable. You can generate and check name availability using our Company Name Generator.
Step 3 — Securing a Registered Office Address. Every Romanian company must have a registered office (sediu social) in Romania. This can be a leased office, a co-working space, or a virtual office address — provided you have a valid lease agreement and the landlord's written consent (acordul proprietarului) for the company to use the address as its registered office. The registered address appears on all official filings, correspondence from authorities, and the public trade register.
Step 4 — Preparation and Execution of Constitutional Documents. The core document is the Articles of Association (Act Constitutiv), which sets out the company's share capital, the identity and contributions of each shareholder, the rights and obligations of shareholders, the management structure, profit distribution rules, and the company's declared economic activities expressed as CAEN Rev. 3 codes. Since 1 January 2026, all new incorporations must use the CAEN Rev. 3 classification, aligned with the EU's NACE Rev. 2.1. Additional documents include specimen signature declarations for directors and a declaration regarding the beneficial owners of the company.
Shareholders who are abroad do not need to appoint a representative by notarised power of attorney. You sign the constitutional documents yourself, wherever you are, and your lawyer, instructed under a legal assistance contract, attests to your identity, to the content of the documents and to the date of signature. That attestation is what dispenses with the notary.
Step 5 — Filing with the Trade Register (ONRC). The complete incorporation file is submitted to the Trade Register. This file includes the Articles of Association, proof of share capital deposit or a declaration that capital will be deposited within a specified period, proof of the registered office, the UBO declaration, specimen signatures, and all required ONRC forms. The Trade Register processes filings within three to five business days. The output is a Registration Certificate containing the company's unique identification code (CUI) and trade register number. From this moment, the company exists as a legal entity.
Step 6 — Tax Registration with ANAF. Simultaneously with the trade register filing, the company is enrolled with Romania's National Agency for Fiscal Administration. This step establishes the company's fiscal registration vector: whether it will be taxed under the micro-enterprise regime or the standard corporate income tax regime, whether it is registered for VAT purposes, and what its reporting periods and obligations are. Correct classification from inception matters — errors here can result in unexpected tax liabilities or penalties. You can verify any company's fiscal status using our ANAF Company Verification Tool.
Step 7 — Opening a Romanian Bank Account. From 2026, newly incorporated companies are required to open a bank account within 60 business days of registration. Failure to do so can result in fines ranging from RON 3,000 to RON 10,000 and may trigger fiscal inactivity status, which effectively prevents the company from issuing invoices or conducting commercial operations. Most Romanian banks require a foreign director to attend a branch in person at least once to complete the account formalities, even where the file itself is prepared and lodged remotely. The bank will conduct its own due diligence, which typically requires the same documents submitted to the Trade Register plus information about the company's expected activities, transaction volumes, and source of funds.
Documents Required
The specific documents depend on whether the shareholders are individuals or legal entities and whether they are Romanian residents or foreign nationals.
Document checklist (SRL, foreign founder)
Tick what you have ready.
For a typical SRL with foreign individual shareholders, you will need a valid passport or national identity card for each shareholder and director, together with a document evidencing their address. You will also need proof of the registered office, consisting of the lease agreement and the landlord's written consent. The Articles of Association are prepared in Romanian and set out the company's structure, capital, management, and CAEN codes. Each director provides a specimen signature declaration, and each director and shareholder provides a declaration on honour confirming they meet the legal conditions to hold their position. The file is completed by the beneficial ownership declaration, proof of share capital or a declaration of subscription, and the ONRC application forms.
Where a shareholder or director is abroad, no notarised power of attorney is required. The documents are signed by the party and attested by the instructing lawyer, who then lodges them.
For shareholders that are legal entities — for example, a UK holding company incorporating a Romanian subsidiary — additional documents are required: a certificate of incorporation or equivalent from the shareholder's home jurisdiction, a certificate of good standing, a resolution authorising the incorporation of the Romanian entity, and apostilled or legalised copies of these documents with certified Romanian translations. This requirement applies to the corporate shareholder's own documents. It does not extend to the constitutional documents of the Romanian company, which are signed and attested as described above.
This is the stage at which most founders delegate. The constitutive documents, the shareholder declarations and the power of attorney are drafted by us in one to two days, at a fee agreed in writing before we start. See what is included.
What Incorporation Costs
Incorporation costs fall into three categories, and only two of them are actually costs.
Government fees are charged by the Trade Register and cover registration, certified copies and publication in the Official Gazette. They are fixed by statute and modest, and they do not vary with the complexity of the company being formed.
Professional fees depend entirely on scope. An engagement limited to filing the incorporation documents is priced differently from one that also covers the registered office, the bank account and post-registration advisory. Our own fees, and precisely what each level of engagement includes, are set out on our company formation page.
Share capital is not a cost at all. The statutory minimum for an SRL is RON 500, and that money is paid into the company's own account, where it remains available to the business from the first day.
There are no notary fees. Unlike Germany or Austria, Romanian law does not require the Articles of Association to be notarised.
Tax Framework for Newly Incorporated Companies
Understanding the tax framework from inception is essential, as the choices made during incorporation have significant financial consequences. Use our Romania Tax Calculator 2026 to compare the actual tax burden across SRL Micro, SRL Profit, and PFA before deciding.
Micro-enterprise income tax is the headline attraction for most foreign founders. From 1 January 2026, companies meeting all of the following conditions are taxed at a flat 1% on gross revenue: annual turnover does not exceed €100,000; the company has at least one full-time employee (the shareholder-director counts, provided they have a formal employment contract at minimum gross salary); the company does not carry out activities in banking, insurance, gambling, or certain regulated sectors; and the company has not opted out of the micro regime. The minimum gross salary requirement is RON 4,050 per month from January to June 2026, increasing to RON 4,325 per month from July 2026.
Micro 1% vs Profit 16%
Enter your expected annual revenue and net profit margin to see a rough comparison.
Indicative only, before dividend tax and the employee requirement. Above EUR 100,000 revenue the micro regime no longer applies.
Standard corporate income tax applies at a flat rate of 16% on taxable profit. This applies to companies that exceed the micro-enterprise turnover threshold, that do not meet the qualifying conditions, or that voluntarily opt for the standard regime. For companies with significant deductible expenses, such as technology companies with high development costs, the profit-based regime may produce a lower effective tax rate than the 1% revenue-based regime, despite the nominally higher headline rate.
Dividend tax has increased in 2026. Distributions to both individual and corporate shareholders are subject to a 16% withholding tax, up from 10% in previous years. This applies to all dividends distributed from 1 January 2026, regardless of the financial year in which the underlying profits were earned. For EU parent companies holding at least 10% for a continuous period of at least one year, the EU Parent-Subsidiary Directive may exempt dividends from withholding tax entirely — a structure worth considering for founders incorporating through a holding company in another EU member state.
Value Added Tax is charged at a standard rate of 21%, increased from 19%. A reduced rate of 11% applies to certain categories, including food products, non-alcoholic beverages, and accommodation services. Companies are required to register for VAT if their annual turnover exceeds RON 395,000, approximately €80,000. Below this threshold, VAT registration is optional but may be advantageous for companies with significant input VAT.
Social contributions are borne primarily by the employee in Romania, but the employer also contributes 2.25% of gross salary as a labour insurance contribution. The employee's contributions include 25% pension insurance and 10% health insurance, deducted from gross salary, and the 10% personal income tax is also withheld by the employer.
e-Factura: Mandatory Electronic Invoicing
All B2B invoices issued by Romanian-registered companies must be transmitted through the RO e-Factura system within five working days of issuance. This applies to all taxable supplies of goods and services between entities established in Romania, and from 2026 the obligation extends to non-resident companies with a Romanian VAT registration. Invoices not transmitted through e-Factura are treated as non-existent for tax purposes, meaning they cannot be used as supporting documents for VAT deduction or expense deduction. Compliance should be coordinated with your accountant from the first invoice your company issues.
CAEN Rev. 3: The New Activity Classification
Since 1 January 2026, all newly incorporated companies must declare their economic activities using the CAEN Rev. 3 classification, which replaces CAEN Rev. 2. This is Romania's implementation of the EU-wide transition to NACE Rev. 2.1. The codes you declare at incorporation determine which activities your company is legally authorised to carry out and can affect your eligibility for certain tax regimes, licences, and public procurement contracts.
Companies incorporated before 1 January 2026 must reclassify their activity codes by 25 September 2026. This involves filing an amended Articles of Association with the Trade Register. You can check how your old codes map to the new classification using our free CAEN Rev. 2 to Rev. 3 Converter, and our guide on changing your CAEN codes sets out the procedure.
Selecting the correct primary and secondary codes at incorporation is not merely an administrative formality. Errors can result in the company being classified under the wrong tax regime, being ineligible for certain contracts, or requiring a subsequent amendment to the Articles of Association.
Opening a Bank Account: What Foreign Founders Need to Know
Banking is often the most time-consuming step in the incorporation process, and the one most likely to cause delays. Romanian banks apply rigorous KYC and AML checks, and the requirements for non-resident shareholders can be more extensive than for Romanian nationals. For the full process, documents, and bank-by-bank comparison, see our dedicated guide on how to open a bank account for a Romanian SRL.
From 2026, the deadline for opening a bank account after incorporation is 60 business days. Companies that fail to open an account within this period face fines of RON 3,000 to RON 10,000 and risk being declared fiscally inactive by ANAF — a status that prevents the company from issuing invoices, collecting payments, or conducting any commercial activity until the situation is regularised.
The file itself can be prepared and lodged remotely, but in practice most Romanian banks require a foreign director to attend a branch in person at least once, to complete the signature formalities and activate mobile banking. The documentation typically required includes the company's registration certificate and trade register extract, the Articles of Association, identification documents for all shareholders and directors, a description of the company's planned activities and expected transaction volumes, proof of the source of funds, and in some cases the shareholders' personal tax residency certificates.
It is advisable to begin the bank account process immediately after receiving the registration certificate, rather than waiting until the company needs to issue its first invoice.
After Incorporation: Ongoing Compliance
Incorporating a company is not the end of the legal process — it is the beginning. Romanian law imposes a series of ongoing compliance obligations that must be managed continuously to keep the company in good standing.
Annual financial statements must be filed with the Ministry of Finance within 150 days of the financial year-end, typically by 31 May for companies with a calendar-year financial year. Failure to file results in fines and, in persistent cases, can trigger dissolution proceedings.
The beneficial ownership declaration must be updated within 15 days of any change in the company's ownership structure or beneficial owners. This filing is made with the Trade Register.
CAEN Rev. 3 reclassification must be completed by 25 September 2026 for all companies incorporated before 1 January 2026.
Corporate governance obligations include holding annual general meetings of shareholders, maintaining statutory registers, preparing minutes of shareholders' and directors' meetings, and filing any changes to the company's registered office, directors, shareholders, or capital with the Trade Register.
Net asset monitoring is a requirement under Law No. 239/2025. If a company's net assets fall below certain thresholds relative to its share capital, the shareholders must take corrective action — either restoring the capital or dissolving the company. This is an area where many foreign-owned companies, particularly in their early years, encounter issues if they are not properly advised.
From 2026, transfers of controlling stakes in Romanian companies require ANAF notification within 15 days and a tax clearance certificate. The Trade Register will refuse to register a share transfer without fiscal clearance. This affects M&A transactions, internal restructurings, and even simple transfers between related parties.
Common Mistakes Foreign Founders Make
Choosing the wrong tax regime at inception is surprisingly common. A company that should be on the micro-enterprise regime may be inadvertently registered for standard corporate income tax, or vice versa. The financial impact can be significant and the correction process is not always straightforward.
Failing to hire an employee within the required timeframe is another frequent issue. The micro-enterprise regime requires at least one full-time employee. If the company does not have one, or if the shareholder-director does not have a formal employment contract, the company does not qualify for the 1% rate and defaults to the standard 16% corporate income tax.
Ignoring the bank account deadline is increasingly costly under the 2026 rules. Some founders treat the bank account as something they will deal with later and discover that the fines and fiscal inactivity consequences are severe.
Using incorrect or insufficient CAEN codes limits what the company can legally do and may require a subsequent amendment to the Articles of Association.
Neglecting ongoing compliance — failing to file annual financial statements, failing to update the UBO declaration, failing to reclassify CAEN codes — can result in fines, fiscal audits, and in extreme cases dissolution of the company by court order.
Each of these is correctable, but the correction costs more than doing it right the first time. We file these applications weekly and know which objections the Bucharest Trade Register raises in practice. Discuss your structure with us.
Incorporating in Romania: FAQ
We advise foreign founders and companies establishing a presence in Romania. Each incorporation is handled by the partner responsible for the matter, from the initial structuring advice through to the Trade Register filing and the opening of the bank account.
Our company formation service sets out the scope of each engagement and the applicable fees. To discuss a matter, please contact us.
