Business Registration in Romania. A new market for your company
Romania has become an increasingly attractive destination for European entrepreneurs looking to register a business in Romania, benefiting from access to the European Union single market and from a legal framework that is clear, predictable, and aligned with EU standards. The Romanian legal system is fully harmonized with European law, offering competitive conditions for those who wish to start a business in Romania or expand their existing operations into a new jurisdiction.
Pursuant to Articles 49 and 54 of the Treaty on the Functioning of the European Union (TFEU), EU citizens have the right to establish and manage a company in Romania under the same conditions applicable to Romanian nationals, without any restrictions based on nationality. This principle ensures freedom of establishment and equal treatment for all European entrepreneurs, providing a solid legal basis for business registration in Romania.
Starting a business in Romania requires the selection of an appropriate legal form, most commonly a limited liability company (SRL) or a sole proprietorship (PFA). Among foreign investors, the SRL is the preferred structure due to its flexibility, limited liability regime, and comparatively straightforward management rules. The incorporation of an SRL follows several mandatory steps expressly regulated by Romanian law.
Choosing and Reserving the Company Name
The first step in the business registration process consists of selecting a unique company name. The availability check and reservation are carried out with the Romanian Trade Register by submitting a request that includes three proposed names, listed in order of preference. The approved reservation is valid for 30 days and ensures temporary protection of the business name, allowing shareholders to complete the remaining incorporation formalities within this time frame.
Establishing the Registered Office
In order to register a business in Romania, the company must have a registered office. This may be located in a property owned by the company or its shareholders, in leased premises, in commercial space, or based on a gratuitous use agreement.
Supporting documents proving the right to use the premises, such as a title deed, lease agreement, or loan-for-use agreement, must be submitted. Where a physical operational space is not required at the initial stage or during the company’s activity, Romanian law allows the use of virtual registered office services. Such a registered office has full legal validity and is recognized as the official domicile of the company for administrative, fiscal, and judicial correspondence, as well as for communications with authorities and contractual partners.
Defining the Scope of Activity (CAEN Codes)
The shareholders must determine the activities the company will carry out by selecting the appropriate codes from the Classification of Activities of the National Economy (CAEN). The choice of CAEN codes is essential, as it defines the company’s permitted activities and operational framework.
The articles of association must specify the main field of activity, the principal CAEN code reflecting the company’s core business, and any secondary activities intended to be carried out. Certain CAEN-regulated activities are subject to specific authorization regimes, obtained either before or after incorporation, depending on applicable regulations. Sectors such as hospitality, transportation, construction, or healthcare typically require special permits, licenses, or approvals.
Share Capital
The minimum share capital required for an SRL is 500 lei (approximately EUR 100), although in practice higher amounts are often chosen. Many companies are established with symbolic capital, allowing for subsequent increases depending on operational needs or commercial requirements. Once the company exceeds a turnover of 400.000 lei (approximately 80.000 EUR), it is mandatory to increase its share capital to at least 5.000 lei (approximately 1.000 EUR), in accordance with the annual financial statements of the previous year. This adjustment must be made by the end of the following financial year.
The shareholders determine the structure of the share capital by allocating shares according to each shareholder’s contribution. The distribution of shares is flexible, provided it accurately reflects the contributions made and corresponds to the declared total capital.
Drafting the Articles of Association
The articles of association are the fundamental document governing the operation of an SRL and function as the company’s internal charter. They include essential information such as the identity of the shareholders, company name and registered office, scope of activity with CAEN codes, share capital, number and structure of shares, management system, as well as operational rules covering share transfers, dissolution, and corporate reorganization.
Declaration of the Beneficial Owner
Under Law no. 129/2019, all companies are required to file a declaration regarding the beneficial owner, meaning the natural person who ultimately owns or controls, directly or indirectly, the company.
According to the legislation, beneficial owners of an SRL are individuals who hold or control at least 25% of the shares, voting rights, or share capital, as well as persons exercising ultimate control over the company’s activities and strategic decisions.
In this context, professional assistance during the incorporation process plays a key role, particularly for foreign entrepreneurs seeking to start a business in Romania in full compliance with local legal and tax regulations, while minimizing delays and legal risks.
Filing the Registration File with the Trade Register
The incorporation file required for business registration in Romania may be submitted in person or electronically through the online portal of the National Trade Register Office (ONRC). As a rule, the Trade Register reviews and resolves the application within approximately three business days. If clarifications or additional documentation are needed, a formal request for completion is issued, and the registration is finalized once all requirements are met.
Following approval, the shareholder receives the SRL registration certificate, the unique tax identification number (CUI), the company extract certificate, and the registration resolution. From this moment, the company acquires full legal personality and may commence operations, subject to obtaining any activity-specific authorizations where required.
At this stage, comprehensive legal advice for businesses in Romania significantly reduces procedural timelines and the risk of registration delays, providing a clear advantage for entrepreneurs who wish to register a company efficiently and in full compliance with Romanian law.
Starting a Business in Romania – Tax Considerations
In Romania, companies are subject either to corporate income tax at a flat rate of 16% or, alternatively, to the microenterprise tax regime, provided that the statutory conditions are met. The microenterprise regime for micro company Romania is optional and applies exclusively to companies whose annual turnover does not exceed the legal threshold, set at EUR 250,000 for 2025 and scheduled to be reduced to EUR 100,000 starting in 2026, provided that the company has private capital and that its shareholders do not hold more than 25% of the share capital in more than one microenterprise.
The applicable tax rate is 1% for revenues up to EUR 60,000 and 3% for revenues between EUR 60,000 and the maximum legal threshold. If, during the fiscal year, the company exceeds the applicable turnover limit, it automatically transitions to the corporate income tax regime at the 16% rate, effective from the quarter in which the threshold is exceeded.
With respect to dividends, up to the end of 2025 these are subject to a 10% withholding tax. As of 2026, the dividend tax rate will increase to 16% and will apply both to dividends distributed and to undistributed dividends corresponding to previous financial years.
Opening a Bank Account and Accounting Obligations
Following the business registration in Romania, a limited liability company (SRL) is required to open a Romanian bank account for the lawful conduct of its economic activity, separate from the personal accounts of shareholders or directors. For this purpose, the company must submit to the bank the incorporation documents issued by the Trade Register, the articles of association, and the identification documents of the managing director authorized to represent the company in relation to the financial institution.
The company is also legally required to engage a licensed Romanian accountant, responsible for maintaining the company’s accounting records, preparing and filing tax returns, and fulfilling all mandatory reporting and compliance obligations towards the competent fiscal authorities.
VAT Registration in Romania
At the time of incorporation, an SRL may decide, depending on the nature of its activity and its business strategy, whether to apply for VAT registration or to remain non-registered until the statutory threshold is reached. VAT registration may be carried out voluntarily from the outset or becomes mandatory once the annual turnover exceeds the threshold established by tax law.
For 2025, the VAT exemption threshold applicable to SRLs is set at RON 395,000, corresponding to approximately EUR 79,000–80,000, depending on the exchange rate. However, in the case of intra-Community transactions, the obligation to register for VAT may arise even if the turnover threshold is not exceeded. A Romanian company carrying out intra-Community supplies or acquisitions of goods or services is required to obtain VAT registration in order to ensure proper tax reporting of such transactions.
Choice of legal form and legal support
The choice of the appropriate legal form must be made in close alignment with the business plan and with the practical manner in which the activity will be carried out, ensuring that the corporate structure accurately reflects the selected business model. A preliminary legal analysis is essential to avoid inconsistencies between entrepreneurial objectives and the applicable legal framework.
In practice, the SRL remains the most flexible and versatile form of organization and is particularly suitable for entrepreneurs seeking to open a company in Romania, or expand their operations within a stable and secure regulatory environment.
Blaj Law provides ongoing legal assistance, from the initial analysis phase and business registration in Romania to continuous legal support throughout the operational life of the company, offering comprehensive legal advice for businesses in Romania with a focus on regulatory compliance and long-term sustainability.
