Full answer
Romania offers one of the EU's most efficient holding regimes: under Tax Code Art. 23, capital gains on the sale of shares in a Romanian or EU subsidiary held for at least 1 year (with ≥10% participation) are exempt from corporate income tax.
Dividend income from a qualifying participation (≥10% held ≥1 year, EU or Romanian sub) is similarly exempt under the Parent-Subsidiary Directive.
Step 1: Incorporate a Romanian SRL with CAEN 6420 (activities of holding companies). Min capital RON 500 but holdings typically capitalize EUR 100k-1M for credibility.
Step 2: Capitalize via cash, OR in-kind contribution of existing subsidiary shares (notarized valuation required for in-kind).
Step 3: Receive dividends or sell subsidiaries — apply Art. 23 exemption with proper documentation (participation register, holding period certificates).
Why Romania over Cyprus, Netherlands, Luxembourg? 16% dividend tax to ultimate individual shareholders (vs higher rates in Cyprus + Cyprus' political risk), full EU passporting, treaty network with 90+ countries, EUR-denominated economy, and no offshore-blacklist risk.
Caveat: substance requirements (post-BEPS) — your holding needs a real Romanian office, local director, accounting, and decisions made in Romania. We structure this from day one.