Introduction
Why Start a Business in Romania?
Romania is an attractive destination for business due to its:
- Fast incorporation: SRLs can be registered in as little as 5 working days.
- Minimal capital: There is no minimum capital requirement; an SRL can be formed with as little as RON 1.
- Full foreign ownership: Foreigners can fully own and control an SRL, with no need for a local partner.
- Favorable tax system – see full 2025 tax changes here:
- Microenterprise tax: 1% of revenue (if at least one employee) or 3% for certain CAEN codes (e.g., IT and food services).
- Profit tax: 16%, applicable if microenterprise conditions aren’t met.
- Dividends: Taxed at 10% (increased from 8% as of 2025). EU parent companies may qualify for 0%.
- Microenterprise threshold: Reduced to €250,000 in 2025, €100,000 from 2026.
- No consultancy income cap for microenterprise eligibility.
- EU benefits: Full EU access, VAT registration, and trade in EUR.
- Low costs: Affordable workforce, office space, and services.
- Modernized laws: Simplified red tape, digital filing, and startup support.
Table of Content
- Step 2 – Register Your Company Name & Check Availability
- Step 3 – Prepare the Necessary Documents
- Step 4 – Submit Company Registration at the Trade Register
- Step 5 – Get Your VAT and Tax Registration
- Step 6 – Open a Corporate Bank Account
- Step 7 – Obtain a Virtual or Physical Office
- Final Checklist – Your Romanian Company is Ready!
- Contact
Step 1 – Choose the Right Legal Structure
An SRL (limited liability company) is the most popular structure for foreign entrepreneurs due to:
- Limited liability protection.
- Can have 1–50 shareholders and one administrator.
- Full foreign ownership permitted.
- Capital can be RON 1 (roughly €0.20).
- Simple governance and tax benefits.
Other options include:
- SA (joint-stock company): Suitable for large ventures; requires RON 90,000 capital.
- PFA (freelancer): Requires Romanian residency; not ideal for foreigners.
Other options include different legal forms of business in Romania, such as SA (joint-stock), PFA (freelancer), or branch/subsidiary.
Decide your main CAEN activity code and any secondaries; check updated CAEN codes (Rev.3) here – needed for your Articles of Association.
Step 2 – Register Your Company Name & Check Availability
- Use the ONRC website to check availability and reserve a unique name with the “SRL” suffix.
- You can apply online or in person; online reservations are free.
- ONRC issues a Certificate of Name Reservation, valid for 30 days.
- Use this exact name in all incorporation documents.
Step 3 – Prepare the Necessary Documents
-
Compile and prepare the following for the Trade Register (full list with needed documents to start a business in Romania here):
- Application for registration and tax annex (provided by ONRC).
- Declaration of compliance (no special permits required or will be obtained).
- Name reservation certificate.
- Articles of Association (Act Constitutiv) in Romanian.
- Proof of registered office: Property title, lease, or virtual office contract.
- ID copies of founders and administrators (certified true copies).
- Affidavit for foreign shareholders (if no Romanian tax ID).
- Beneficial Owner Declaration.
- Taxe for Official Gazette publication (~RON 135).
Optional documents:
- Notarized translations of foreign documents.
- Apostille/legalization if signed abroad.
- Special permits if in a regulated industry.
All documents must be submitted in Romanian or bilingual. Using a lawyer or incorporation agent is highly recommended.
Step 4 – Submit Company Registration at the Trade Register
-
- File in person at the ONRC or online using an electronic signature.
- Include all required documents and proof of fee payment.
- Approval usually takes 5-7 working days.
You will receive:
- Certificate of Incorporation (with CUI number).
- Certificat Constatator.
- Registration decision.
No separate ANAF registration is needed—the CUI is also the company tax ID.
Step 5 – Get Your VAT and Tax Registration
- Corporate tax registration is automatic upon incorporation.
- VAT registration is optional unless revenue exceeds RON 300,000/year.
- Apply voluntarily at incorporation or later.
- Mandatory if you expect EU trade or exceed threshold.
- VAT rate: 19%; intra-EU services require a VAT ID.
- New 2025 rules:
- Dividend tax is now 10%.
- Microenterprise regime threshold: €250,000 revenue max.
- Consultancy income limits removed.
- 3% tax rate applies to certain IT and food-related CAEN codes.
- Other taxes:
- EORI (for non-EU trade).
- Payroll taxes if hiring.
Step 6 – Open a Corporate Bank Account
- Required to operate and receive capital.
- Most banks require:
- Certificate of incorporation.
- Articles of Association.
- Administrator’s passport.
- Proof of address (personal or company).
- Choose a bank with English support and online banking.
- Physical presence or power of attorney is required.
- You can open multiple currency accounts (RON, EUR, USD).
Step 7 – Obtain a Virtual or Physical Office
- The registered office can be:
- A physical office.
- A virtual office (common for foreign founders).
- Ensure:
- You have a valid contract.
- The address is properly registered.
- You maintain access to mail and government notifications.
- If you later rent a new space, update ONRC with the change.
Final Checklist – Your Romanian Company is Ready!
Incorporation complete: Keep your certificates and certified copies.- Fiscal registration: Confirm CUI and VAT status.
- Bank account open: Deposit capital and enable online access.
- Accounting setup: Hire a local accountant for keeping the company book accounts and submitting all the financal and tax statements, monthly/quarterly/yearly, as requested.
- Digital signature: Useful for online filings.
- Licenses: Check if your CAEN requires post-incorporation permits.
- Hiring: Register labor contracts with REVISAL and give power of attorney in front of ANAF for enrolment trough SPV; budget for salary taxes.
- Ongoing compliance:
- Submit annual financial statements by May 30.
- Update beneficial owner info if changes occur.
- Notify ONRC of any company data updates.
With these steps done, you can focus on building your business. Romania offers strong potential for startups and foreign-owned companies. Mult succes!
If you want us to help with starting your company in Romania, please contact us below.
Contact Us
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email address: office@vulpoisiasociati.ro
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