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 can be completed entirely online — without ever setting foot in the country — make it a compelling choice for founders from the UK, Western Europe, the Middle East, and beyond.
This guide covers everything you need to know to incorporate a Romanian company in 2026: the legal structures available, the step-by-step process, the documents required, the costs involved, 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.
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.
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.
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 (approximately €1,000) 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 (Societate pe Acțiuni) is the joint-stock company, designed for larger operations and capital-intensive projects. The minimum share capital is RON 90,000 (approximately €18,000), of which at least 30% must be paid at the time of incorporation. An SA requires a minimum of two shareholders and a more complex governance structure: either a board of directors (unitary system) or a management board overseen by a supervisory board (dual system). The SA is rarely used by early-stage foreign founders but becomes relevant for companies seeking institutional investment, public procurement contracts, or eventual listing.
A Branch Office (Sucursală) is not a separate legal entity but rather an extension of the foreign parent company. The parent bears full liability for the branch's obligations. Romanian-source profits are subject to the standard 16% corporate income tax. A branch can be useful for companies that need a regulatory presence in Romania for a specific project or contract but do not intend to establish a standalone operation.
The PFA (Persoană Fizică Autorizată) is Romania's sole trader structure, available only to individuals. The PFA carries unlimited personal liability and is subject to 10% income tax plus mandatory social contributions (CAS and CASS). It does not qualify for the micro-enterprise regime. The PFA is best suited to freelancers and sole practitioners with modest revenue and low operational risk. It is not typically the right choice for foreign entrepreneurs building scalable businesses.
For the vast majority of foreign founders, the SRL is the correct choice. The remainder of this guide focuses primarily on the SRL incorporation process, with notes on other structures where relevant.
The Incorporation Process: Step by Step
The complete process — from initial consultation to a fully registered, tax-enrolled, bank-account-holding 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 (micro-enterprise versus standard corporate income tax), the appropriate CAEN activity codes, and whether VAT registration is necessary or advisable from inception. If you engage a Romanian law firm, this is typically covered in an initial consultation that also produces a fixed-fee engagement letter covering the entire incorporation.
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.
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. If you do not have an address in Romania, your legal counsel can arrange a professional registered office in Bucharest as part of the incorporation package.
Step 4 — Preparation 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 system (aligned with the EU's NACE Rev. 3). Existing companies must reclassify by 25 September 2026. Additional documents include specimen signature declarations for directors, a declaration regarding the beneficial owners of the company (UBO declaration), and — if applicable — powers of attorney allowing a legal representative to act on behalf of shareholders who are not physically present in Romania.
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, as physical proof of deposit is no longer mandatory at the time of filing for SRLs), proof of the registered office (lease agreement and landlord consent), 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 (J-number). From this moment, the company exists as a legal entity.
Step 6 — Tax Registration with ANAF. Simultaneously with trade register filing, the company is enrolled with Romania's National Agency for Fiscal Administration (ANAF — Agenția Națională de Administrare Fiscală). This step establishes the company's fiscal registration vector: whether it will be taxed under the micro-enterprise regime (1% on revenue) or the standard corporate income tax regime (16% on profit), whether it is registered for VAT purposes, and what its reporting periods and obligations are. Correct classification from inception is critical — errors here can result in unexpected tax liabilities or penalties.
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. Some Romanian banks allow remote account opening via power of attorney and video KYC; others require an in-person visit or a video call with the account holder. The bank will conduct its own due diligence (KYC/AML checks), which typically requires the same set of documents submitted to the Trade Register plus additional 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. For a typical SRL with foreign individual shareholders, the following documents are required:
Valid passport or national identity card for each shareholder and director. A proof of registered office address, consisting of the lease agreement for the premises and the landlord's written consent. The Articles of Association, prepared in Romanian, setting out the company's structure, capital, management, and CAEN codes. Specimen signature declarations for each director. A declaration on honour (declarație pe propria răspundere) from each director and shareholder confirming they meet the legal conditions to hold their position, that they have no criminal convictions incompatible with the role, and that they do not exceed the legal limit on the number of SRLs in which they are sole shareholders (a natural person may be the sole shareholder of only one SRL under Romanian law). The beneficial ownership declaration (UBO declaration). Proof of share capital — either a bank deposit certificate or a declaration of capital subscription. ONRC application forms, including the request for registration and the declaration for fiscal registration. If any shareholder or director cannot be present in Romania, a notarised power of attorney authorising a legal representative to act on their behalf.
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 of the board of directors or shareholders authorising the incorporation of the Romanian entity, and apostilled/legalised copies of these documents with certified Romanian translations.
Costs
The costs of incorporating an SRL in Romania in 2026 break down into two categories: government fees and professional fees.
Government fees include the ONRC registration fee, fees for certified copies and extracts, and publication in the Official Gazette (Monitorul Oficial). These fees are modest — typically in the range of RON 200–300 in total (approximately €40–60), depending on the number of certified copies requested and whether expedited processing is used.
Professional fees — the cost of engaging a law firm to handle the incorporation — vary depending on the scope of services. A basic incorporation (entity registration only, without registered office or bank account coordination) typically costs in the range of €500–800 from a reputable Romanian law firm. A full-service package that includes registered office provision, bank account opening coordination, and ongoing legal advisory will be higher, typically in the range of €900–1,500.
The minimum share capital for an SRL is RON 500 (approximately €100). This is not a fee — it is the company's own capital, deposited in its bank account and available for business use.
There are no notary fees for SRL incorporation in Romania. The Articles of Association do not require notarisation (unlike in some other EU jurisdictions).
Tax Framework for Newly Incorporated Companies
Understanding the tax framework from inception is essential, as the choices made during incorporation — particularly regarding the tax regime — have significant financial consequences.
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. The employer's total cost for this minimum-salary employee (including all social contributions) is approximately RON 4,140–4,420 per month.
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 actually produce a lower effective tax rate than the 1% revenue-based regime, despite the nominally higher headline rate.
Dividend tax has increased significantly in 2026. Distributions to both individual and corporate shareholders are now 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 (VAT) 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 (for example, companies making substantial purchases of goods or services subject to 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 (contribuția asiguratorie pentru muncă). The employee's contributions include 25% pension insurance (CAS) and 10% health insurance (CASS), deducted from gross salary. The 10% personal income tax is also withheld by the employer. The net effect is that an employee receiving the minimum gross salary of RON 4,050 takes home approximately RON 2,430 per month, while the employer's total cost is approximately RON 4,140.
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 with e-Factura 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 system, which replaces the previous CAEN Rev. 2. This is Romania's implementation of the EU-wide transition to NACE Rev. 3. 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 to CAEN Rev. 3 by 25 September 2026. This involves filing an amended Articles of Association with the Trade Register.
Selecting the correct primary and secondary CAEN 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 — an additional cost and administrative burden that is entirely avoidable with proper initial setup.
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 (Know Your Customer) and AML (Anti-Money Laundering) checks, and the requirements for non-resident shareholders can be more extensive than for Romanian nationals.
From 2026, the legal 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 3,000–10,000 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.
Some banks — particularly those with international operations — offer remote account opening via power of attorney and video verification. Others require a physical visit or, at minimum, a live video call with the beneficial owner. 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, as noted above, 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 is a significant change from previous years and affects M&A transactions, internal restructurings, and even simple transfers between related parties.
Common Mistakes Foreign Founders Make
Based on our experience advising foreign entrepreneurs, the most common mistakes — and the ones most likely to cause problems later — tend to fall into predictable categories.
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 an employee — 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 60-day 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 — an additional filing with the Trade Register and associated costs.
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.
Frequently Asked Questions
Can I incorporate a Romanian company without visiting Romania? Yes. The entire process — from initial consultation through Trade Register filing and bank account opening — can be completed remotely. You will need to provide notarised and apostilled powers of attorney from your country of residence, but you do not need a Romanian visa or residence permit.
Can one person own and manage a Romanian SRL? Yes. Romanian law permits a single-member SRL (SRL cu asociat unic) in which the same individual is both sole shareholder and sole director. However, a natural person may be the sole shareholder of only one SRL at a time.
What is the minimum share capital? RON 500 (approximately €100) for newly incorporated SRLs from 1 January 2026. If annual net turnover exceeds RON 400,000, the capital must increase to RON 5,000 by the end of the following financial year.
How long does incorporation take? One to two weeks from engagement to fully registered company. The Trade Register processes filings in three to five business days. The remaining time accounts for document preparation and, if included, bank account coordination.
Do I need a Romanian address? Yes — every company must have a registered office in Romania. This can be a leased office, a co-working space, or a professional virtual office address, provided you have a lease agreement and the landlord's written consent.
What happens if I exceed the €100,000 micro-enterprise threshold? The company transitions to the standard 16% corporate income tax regime from the quarter in which the threshold is exceeded. This transition is automatic and does not require any filing — but it does change the company's tax obligations and should be anticipated in advance.
Can I recover VAT before registering for VAT? No. VAT incurred before the company's VAT registration date is generally not recoverable. If you anticipate significant VAT-bearing expenses early in the company's life (for example, equipment purchases or office fit-out), it may be advisable to register for VAT voluntarily from inception, even if your turnover is below the mandatory threshold.
Next Steps
If you are ready to incorporate a Romanian company — or if you have further questions about the process, the tax implications, or the ongoing compliance requirements — we are here to help.
Mihai Attorneys is a Romanian corporate law firm advising foreign entrepreneurs on company incorporation, tax structuring, corporate governance, and ongoing legal compliance. We handle the entire process remotely, in English, at a transparent fixed fee.
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