Company Formation Romania Cost 2026: Guide for Investors

For foreign investors looking to establish a robust business presence in the European Union, Romania presents an increasingly attractive proposition. Its strategic location, dynamic economy, and competitive tax regime make it a prime destination. However, navigating the legal intricacies of company formation Romania cost 2026 can often appear daunting. This comprehensive guide aims to demystify the process, providing a clear roadmap for establishing your Romanian private limited liability company (Societate cu Răspundere Limitată – SRL) in 2026, complete with cost breakdowns, legal requirements, and essential practical advice.

The Problem: Why Foreign Entrepreneurs Struggle with Romanian Company Registration

Many foreign entrepreneurs, accustomed to more streamlined bureaucratic processes in other jurisdictions, often find themselves challenged by the initial stages of company registration in Romania. The primary institution involved, the National Trade Register Office (Oficiul Național al Registrului Comerțului – ONRC), is the gateway for all commercial entities. While significant efforts have been made to modernize and digitize its procedures, certain aspects can still pose hurdles for non-residents. These include:

• Language Barrier: While ONRC staff often have some English proficiency, official documentation and many online forms are predominantly in Romanian. This necessitates professional translation services or reliance on local legal counsel.
• Documentation Requirements: The specific format and exact content required for documents like the Articles of Association can be precise, and minor deviations can lead to rejections and delays. For foreign shareholders and administrators, documents often require apostille or superlegalization, adding complexity.
• Bureaucratic Nuances: Understanding the specific order of operations, interdependencies between different institutions (e.g., ONRC, banks, tax authorities – ANAF), and the exact interpretation of legal provisions can be difficult without local expertise.
• Power of Attorney (PoA) Usage: While remote registration is possible via a PoA, ensuring its legal validity and proper content for use in Romania is critical. An improperly drafted PoA can render the entire remote process ineffective.
• Lack of Local Knowledge: Foreign investors may not be aware of all available legal structures, optimal tax settings, or necessary registrations beyond the basic company setup, which can impact long-term operational efficiency and compliance.

These complexities underscore the importance of engaging experienced legal counsel specialized in Romanian commercial law, ensuring a smooth and compliant company formation Romania cost 2026 process.

The Solution: Step-by-Step SRL Formation Process

Establishing an SRL in Romania, the most common and versatile legal form, involves several distinct steps. Understanding these sequentially is crucial for efficient registration.

Step 1: Name Reservation

Before drafting any documents, you must reserve your desired company name with the ONRC. This confirms its availability and uniqueness. You can propose up to three names, ranked by preference. The ONRC checks for identical or confusingly similar names. According to Law no. 265/2022 on the Trade Register, the name reservation is valid for 3 months.

• Document required: Name Availability Verification and Reservation Application (Cerere pentru verificarea disponibilitatii si rezervarea firmei).
• Cost: Approximately 72 RON (or equivalent) for urgent processing, less for standard.

Step 2: Drafting the Articles of Association

This is the foundational legal document for your company. It outlines its structure, purpose, share capital, and governance rules. According to Article 5 of Law no. 31/1990 on Commercial Companies, the Articles of Association must contain specific elements, including:

• Company Name and Legal Form: SRL (Societate cu Răspundere Limitată).
• Registered Office (Sediu Social): The official address of the company (see Step 3).
• Object of Activity (Obiect de Activitate): A detailed description of the company's intended activities, specified by NACE codes. It's advisable to include a broader range of anticipated activities at this stage to avoid future amendments.
• Share Capital: The subscribed and paid-up capital of the company. Under Law no. 239/2025, minimum share capital is 500 RON for new SRLs from 18 December 2025. Existing SRLs with net turnover above 400,000 RON require at least 5,000 RON; previously, the minimum was 1 RON.
• Shareholders' Details: Full names, addresses, nationality, and identifying document details (passport/ID) of all shareholders, along with their respective capital contributions and number of shares.
• Administrators' Details: Full names, addresses, nationality, and identifying document details of the administrators, their powers, and the duration of their mandate.
• Method of profit distribution and loss coverage.
• Duration of the company.

For foreign shareholders and administrators, this document (along with all other required documents) often needs to be drafted in Romanian or officially translated if prepared in another language. A notary public may be involved for authentication, especially if a Power of Attorney is used.

Step 3: Securing a Registered Office (Sediu Social)

Every Romanian company must have a registered office, which serves as its official address for correspondence, legal notices, and tax purposes. According to Article 17 of Law no. 31/1990, the registered office must be a real address. Options include:

• Owned Property: If you or a shareholder owns a property in Romania, you can use it as the registered office. You'll need the Title Deed (Act de proprietate).
• Leased Property: A rental agreement (contract de închiriere) for an office space or part of a residential property.

Practical advice: For foreign investors, utilizing a dedicated registered office service offered by a reputable law firm (such as Pantilimon Avocat) or an accounting firm simplifies the process and ensures compliance with local regulations, particularly concerning tax inspections and official correspondence.

Step 4: Depositing Share Capital

The minimum share capital for new SRLs from 18 December 2025 is 500 RON (Law no. 239/2025). The capital must be deposited into a bank account opened specifically for this purpose (cont de capital social) in the company's name (even if the company is not yet fully registered).

• Bank Account Opening: You will need to approach a Romanian bank. Be prepared to provide the draft Articles of Association, the name reservation certificate, and identification documents for the shareholders and administrators. Some banks might require a temporary fiscal identification number for the company or its representatives (if not Romanian citizens) at this stage. It's important to inquire about the bank's specific requirements before visiting.

Practical advice: For SRLs incorporated after 18 December 2025, the legal minimum is 500 RON; existing SRLs with net turnover above 400,000 RON require at least 5,000 RON, investors often deposit a higher amount (e.g., 200-500 EUR) to provide basic working capital and present a more credible image to banks and suppliers. This share capital can be utilized by the company once established.

Step 5: ONRC Registration

Once all prior steps are completed, the final application for registration is submitted to the ONRC. This typically involves:

1. Preparation of Dossier: Compiling all required documents, including:

• Application form for registration (Cerere de înregistrare).
• Original Articles of Association (and any constitutive acts).
• Proof of name reservation.
• Proof of registered office (e.g., lease agreement, comodat contract, title deed).
• Bank confirmation of share capital deposit (Dovada depunerii capitalului social).
• Copies of ID/Passport for shareholders and administrators (certified translation and apostille or superlegalization might be needed for non-EU documents).
• Sworn declarations from administrators and founders confirming they meet legal requirements and accept their roles (Declarație pe proprie răspundere).
• Specimen signatures for administrators (Specimen de semnătură), often notarized.
• Criminal record certificates for administrators (Cazier Judiciar), or a sworn declaration if legally applicable (often for EU citizens).
• Proof of payment for ONRC fees.
• Power of Attorney, if applicable (notarized, apostilled/superlegalized).

Legal Reference: Law no. 265/2022 on the Trade Register, specifically Articles 17-21, details the registration procedure and required documentation.

Step 6: Fiscal Registration with ANAF (Tax Authority)

Upon obtaining the CUI from ONRC, the company is automatically registered fiscally for corporate income tax. However, additional registrations might be necessary depending on the company's specifics:

• VAT Registration (Înregistrare în scopuri de TVA): If the company's annual turnover is expected to exceed the RON 300,000 threshold (approx. EUR 60,000), or if it wishes to register for VAT from the outset (e.g., for intra-community transactions), a separate application to ANAF is required. This involves submitting Form 088 or Form 010, along with supporting documents, demonstrating the company's intention and capacity for economic activity. Foreign directors may undergo stricter checks.
• Registration for Micro-enterprise Tax Regime: Many small and medium-sized enterprises in Romania operate under the micro-enterprise tax regime, offering a significantly lower tax rate (1%). This regime has specific conditions (e.g., turnover limits, number of employees, types of activities). An election for this regime must be made with ANAF after company setup, typically via Form 010. See more about this in our Romanian Tax Guide for Foreign Investors.

Practical Advice: It is highly recommended to engage a Romanian accounting firm from the outset. They can manage all fiscal registrations, ensure ongoing compliance, and advise on the most advantageous tax regime for your specific business activities. See our insights on Selecting the Right Romanian Accountant.

Complete Cost Breakdown 2026

The total company formation Romania cost 2026 can vary significantly depending on whether you handle parts of the process yourself, opt for minimal services, or choose comprehensive legal and administrative support. Below is a realistic breakdown.

1. Mandatory Government Fees

• ONRC Registration Fee: This is a minimal fee. For 2026, expect it to remain in the range of 120 – 250 RON (approx. 25 – 50 EUR), covering the registration application and name reservation. Urgent processing might incur slightly higher fees.

2. Notary Fees

Notary fees arise for various documents, particularly when foreign stakeholders are involved or a Power of Attorney is utilized.

• Articles of Association Authentication (if required): If drafted by a lawyer but requiring notary authentication (e.g., for specific clauses or if remotely signed via PoA), this could be 200 – 500 RON (approx. 40 – 100 EUR).
• Power of Attorney (PoA): If you are not physically present, a PoA needs to be drawn up in your home country, notarized, and then apostilled/superlegalized. A local Romanian notary fee for verifying the PoA and its translation can range from 150 – 400 RON (approx. 30 – 80 EUR).
• Specimen Signatures: A notarized specimen signature for the administrator typically costs around 50 – 150 RON (approx. 10 – 30 EUR).
• Sworn Declarations: Notarization of declarations (e.g., criminal record or non-conflict of interest) can cost 50 – 150 RON per declaration.

3. Minimum Share Capital

• SRL Minimum Share Capital: As per current regulations, the minimum required share capital for an SRL is 500 RON (about EUR 100). While legally sufficient, depositing a slightly larger amount (e.g., 200-500 EUR) in practice is advisable for initial operational credibility.

4. Legal Representation and Consulting Fees

This is often the most significant but also the most valuable component of the company formation Romania cost 2026, especially for foreign investors. Engaging a law firm can help address compliance requirements and provide legal advice.

• Comprehensive Company Formation Package: This typically includes drafting Articles of Association, name reservation, preparing all necessary declarations, assisting with bank account opening, filing with ONRC, ensuring VAT/micro-enterprise registration, and ongoing consultation. Fees can range from 500 EUR to 2,000 EUR, depending on the complexity (e.g., multiple shareholders, intricate corporate structure, urgency), the firm's reputation, and the extent of post-registration support.
• Pantilimon Avocat's standard package for SRL formation typically starts from X EUR for straightforward cases, representing excellent value for comprehensive support. (Internal linking suggestion: Link to 'Our Company Formation Services' page).

5. Registered Office Costs

• Registered Office Service: Utilizing a dedicated service provider (often a law firm or accounting firm) simplifies the process. Annual costs range from 150 EUR to 600 EUR per year, depending on the provider and services included (e.g., mail forwarding, limited use of meeting rooms).
• Leased Property: If leasing an office, expect monthly rental costs starting from 200 EUR for a small office in a secondary city, to 500 EUR+ in major cities like Bucharest. A security deposit (usually 1-3 months' rent) will also be required.

6. Translation and Apostille/Superlegalization Fees

• Apostille/Superlegalization: Depending on the issuing country and whether it's a signatory to the Hague Apostille Convention, documents may require an apostille or superlegalization. This is obtained in the country of origin and typically costs 20 – 100 EUR per document.

7. Post-Registration/Ancillary Costs

• Fiscal ID for Non-Resident Administrators/Shareholders: If non-resident administrators/shareholders do not have a Romanian personal fiscal number (NIF), one might be required for certain banking operations or if they receive income from the company. Obtaining this usually involves submitting Form 030 or 088 to ANAF. This is often handled by your legal or accounting firm (part of their fees).
• Digital Signature (Semnătură Electronică): Essential for online interaction with authorities (ANAF, ONRC), especially for accountants. Providers like CertSign or ডিজিSign charge around 150 – 300 RON (approx. 30 – 60 EUR) for a qualified certificate valid for 1-3 years.

Comparison Table: Key Cost Components for SRL Formation 2026

This total realistic budget for company formation Romania cost 2026 provides a clear financial outlook for foreign entrepreneurs seeking a seamless setup.

Timeline: How Long Does It Take?

The efficiency of the company registration process in Romania has improved considerably, especially regarding predictable timelines from the ONRC. However, the overall duration can be influenced by peripheral factors.

• Standard ONRC Registration: Once the complete dossier is submitted to the ONRC, the typical processing time is 3-5 business days. This period covers the legal examination of documents and entry into the Trade Register.

• Including Pre- and Post-Registration Steps: The full process, from initial consultation to complete fiscal registration, typically takes longer:

• Initial Consultation & Document Gathering: 1-3 business days (depending on client's readiness).

• Drafting & Notarization (if applicable): 2-5 business days (depending on complexity and notarization schedule).

• Bank Account Opening & Capital Deposit: 1-3 business days (can sometimes be longer depending on the selected bank's KYC procedures, especially for foreign entities).

• ONRC Submission & Approval: 3-5 business days.

• Fiscal Registrations (VAT, Micro-enterprise): This can take an additional 5-10 business days after ONRC approval, as it involves separate applications to ANAF and their internal processing.

• Total Typical Timeline: Consequently, a realistic total timeline for a foreign investor establishing an SRL with all necessary fiscal registrations is 7-15 business days. This assumes no complications and prompt provision of documents by the client.

• Urgent Procedure: While ONRC offers an expedited processing option (often for a higher fee), the primary bottlenecks for foreign investors are typically the preparation of complex documents (PoA, translations, apostilles), bank account opening, and subsequent ANAF registrations, which do not always have an "urgent" official channel.

Consequence of Non-Compliance: Delays in submitting complete or correct documentation will inevitably lead to rejections from ONRC or ANAF, prolonging the timeline. Operating a company without full registration or necessary fiscal codes can result in significant fines under Fiscal Procedure Code (Law 207/2015) and Law 31/1990, and prevent the company from legally conducting business.

Required Documents for Foreign Shareholders and Administrators

To ensure a smooth company formation Romania cost 2026 process, foreign investors must prepare specific documents, often requiring legalizations.

• Passport/National ID Copies: A clear, color copy of the passport or national identity card for all shareholders and administrators. For non-EU citizens, often requires apostille or superlegalization from the issuing country and then a certified translation into Romanian.
• Proof of Address: A recent utility bill (electricity, water, gas), bank statement, or official government correspondence, no older than 3 months, showing the individual's name and residential address. This also typically requires apostille/superlegalization and certified translation.
• Criminal Record Certificate (Cazier Judiciar): For administrators, a criminal record certificate from their country of residency, proving no criminal convictions that would preclude them from acting as an administrator in Romania. This requires apostille/superlegalization and certified translation. Alternatively, for EU citizens, a sworn declaration can sometimes suffice under certain conditions, as per Article 170^1 of Law no. 31/1990.
• Power of Attorney (Procură/Mandat): If the shareholder(s) or administrator(s) cannot be physically present in Romania to sign the incorporation documents, a specific Power of Attorney must be issued. This PoA must be notarized in the country of origin, apostilled (if that country is a signatory to the Hague Apostille Convention) or superlegalized (for non-Hague Convention countries), and then translated into Romanian by a certified translator in Romania.
• Specimen Signature (Specimen de Semnătură): For administrators, a notarized specimen signature is required. This can be done in Romania at a public notary or, if done abroad, requires the same full legalization process as the PoA.
• Personal Fiscal Identification Number (NIF): While not strictly required for company registration itself, non-resident shareholders/administrators might need a Romanian NIF for certain banking operations or if they receive certain types of income from the company. This is obtained from ANAF. Your legal or accounting representative can assist with this.

Practical advice: Begin collecting and legalizing these personal documents well in advance. The process of obtaining apostilles or superlegalizations in your home country can be time-consuming and often unpredictable.

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FAQ (Frequently Asked Questions)

1. Can I form a company remotely in Romania?

Yes, absolutely. Company formation Romania cost 2026 can be managed entirely remotely. This is achieved by granting a specific Power of Attorney (PoA) to a local lawyer or authorized representative. The PoA must be notarized in your home country, apostilled/superlegalized, and then translated into Romanian. Your legal representative can then handle all steps, including drafting documents, filing with ONRC, and assisting with bank account opening.

2. What is the minimum share capital for an SRL in Romania?

Under Law no. 239/2025, new SRLs formed from 18 December 2025 require at least 500 RON. Existing SRLs with net turnover above 400,000 RON require at least 5,000 RON; previously the minimum was 1 RON.

3. Do I need a Romanian bank account to register my company?

Yes, you need to open a temporary bank account (cont de capital social) in the company's name for the purpose of depositing the minimum share capital. This account is usually converted into a current operating account after company registration. Be aware that some banks may require additional KYC documents for non-resident directors or shareholders.

4. Can I be both the sole shareholder and the sole administrator of an SRL?

Yes, this is perfectly permissible under Romanian law. One individual can hold 100% of the shares and also act as the sole administrator of an SRL. However, it's important to note that a single individual cannot be the sole shareholder in more than one SRL, as per Article 14 of Law no. 31/1990.

5. What taxes will my Romanian SRL pay, and how does this affect company formation Romania cost 2026?

The principal taxes for an SRL in Romania are:

• Corporate Income Tax: Standard rate is 16%. However, many small and medium-sized enterprises (SMEs) can opt for the Micro-enterprise Tax Regime.
• Micro-enterprise Tax: Companies meeting certain conditions (e.g., annual turnover below EUR 100,000, max. 20% of revenues from consulting/management, at least one employee) pay 1% of revenue; without an employee the micro regime does not apply and 16% profit tax applies. This is a very attractive regime for startups.
• VAT (Value Added Tax): The standard VAT rate is 21%. Companies whose annual turnover exceeds RON 300,000 (approx. EUR 60,000) are required to register for VAT. Lower rates of 9% and 5% apply to specific goods and services.
• Dividends Tax: A 16% tax is applied to dividends distributed to shareholders.

Your choice of tax regime will significantly influence your ongoing operational costs, not directly the initial company formation Romania cost 2026.

6. Do I need a physical registered office for my company in Romania?

Yes, every company registered in Romania must have a unique, valid registered office (sediu social). This doesn't necessarily mean a physical office with employees from day one. Many startups and foreign investors opt for a 'virtual office' or registered office service provided by law firms or business centers. This provides a legal address for official correspondence and avoids the higher costs of renting permanent office space in the initial stages. The duration for which a registered office can be established at the address of a lawyer's professional premises is currently 1 year according to Law 51/1995, though extensions are possible.

7. How do I get a fiscal code (CUI) for my company?

Your company's Unique Registration Code (Cod Unic de Înregistrare – CUI) is automatically issued by the National Trade Register Office (ONRC) upon successful completion of the company registration process. This CUI serves as your company's fiscal identification code for all interactions with the Romanian tax authority (ANAF). No separate application to ANAF is needed for the initial CUI, but further fiscal registrations (e.g., VAT, micro-enterprise) are separate steps.

CTA: Contact Pantilimon Avocat for a consultation

Navigating Romanian commercial law and the intricacies of company formation Romania cost 2026 can be complex, but with the right legal partner, it can be a smooth and efficient process. At Pantilimon Avocat, the firm of experienced English-speaking lawyers specializes in assisting foreign investors with every aspect of company registration and ongoing legal compliance in Romania.

We offer comprehensive packages designed to meet the specific needs of international clients, ensuring a fully compliant setup from name reservation to full fiscal registration. Avoid common pitfalls and ensure your Romanian venture starts on solid legal ground.

Contact Pantilimon Avocat today for a consultation to discuss your specific requirements and receive a tailored quote for your company formation Romania cost 2026. Let us help you unlock Romania's potential for your business.

References:

• Law no. 31/1990 on Commercial Companies (Legea societăților nr. 31/1990).
• Law no. 265/2022 on the Trade Register (Legea registrului comerțului nr. 265/2022).
• Government Emergency Ordinance no. 44/2008 on the Carrying Out of Economic Activities by Authorized Physical Persons, Individual Enterprises and Family Enterprises (OUG 44/2008).
• Fiscal Code (Law no. 227/2015) and Fiscal Procedure Code (Law no. 207/2015).
• Law no. 51/1995 on Organizing and Exercising the Profession of Lawyer (Legea nr. 51/1995 pentru organizarea și exercitarea profesiei de avocat).
• ONRC (Oficiul Național al Registrului Comerțului) official procedures and guidelines.

This article is for informational purposes only and does not constitute legal advice. For specific situations, please consult a specialized lawyer.