Setting Up an SRL in Romania: Share Capital and Procedure

Legal position as at: 24 October 2026

The limited liability company (societate cu răspundere limitată, SRL) remains the vehicle most founders and foreign investors choose for doing business in Romania. Since December 2025 the rules on its minimum share capital have changed, and many guides still repeat the old figure of RON 1. This article sets out what the law requires today, which documents the trade register expects, and the points where new companies most often run into trouble.

The legal framework in brief

Three sets of rules matter when you set up an SRL:

• Companies Law no. 31/1990 (republished) governs the company itself: who may found it, what the articles of association must contain, how decisions are taken and how shares are transferred.
• Law no. 265/2022 on the trade register governs the registration procedure before the National Trade Register Office (Oficiul Național al Registrului Comerțului, ONRC) and its county offices.
• Law no. 239/2025, published in the Official Gazette (Monitorul Oficial) no. 1160 of 15 December 2025 and in force since 18 December 2025, introduced the new minimum share capital rules in its Article VI.

Tax rules, mainly the Fiscal Code (Law no. 227/2015), apply from the first day of activity and are covered briefly at the end.

Minimum share capital under Law 239/2025

Article VI of Law 239/2025 replaced the old regime, under which an SRL could be set up with a symbolic capital. The rules now are:

Several details are worth knowing.

When turnover rises above RON 400,000. The threshold is measured on the net turnover reported in the annual financial statements for the previous financial year. If a company crosses it, the capital must be increased by the end of the financial year following the one in which the increase in turnover is recorded (art. VI(3)).

When turnover falls again. Once a company has raised its capital to RON 5,000, a later drop in turnover does not allow it to go back down (art. VI(4)). A reduction below the legal minimum is possible only if a capital increase is decided at the same time, so that the minimum is preserved (art. VI(5)).

Companies already registered. SRLs registered before the law came into force must bring their capital to the level required by art. VI(1), by amending the articles of association, no later than two years from the law's entry into force (art. VI(6)), that is by 18 December 2027. The text expressly ties this obligation to the RON 5,000 rule for companies above the turnover threshold. It does not expressly require existing companies below the threshold to move to RON 500, which is reserved for newly established SRLs in art. VI(2). If your company is close to the threshold, or if you are unsure how ONRC applies the rule in your county, it is worth checking before you file anything.

A reduced publication fee in 2026. Where the only change is a capital increase made to comply with art. VI(1) and it is carried out by 31 December 2026, the fee for publishing the amendment in the Official Gazette, Part IV, is reduced by 50% (art. VI(7)).

The sanction. If an SRL does not complete its capital within the two-year deadline, the tribunal will order its dissolution at the request of any interested person or of ONRC (art. VI(8)). Dissolution is avoided if the capital is brought to the legal minimum before the court decision becomes final (art. VI(9)).

In practice, RON 500 is a floor, not a recommendation. Banks, landlords, suppliers and public tenders often look at capital as a first signal of seriousness, and a capital that is too small for the planned activity can create problems later, for example when losses reduce net assets below half of the subscribed capital.

Who can be a founder

An SRL may be set up by one or more persons, natural or legal, Romanian or foreign. The number of shareholders (asociați) may not exceed 50 (Law 31/1990, art. 12). A single-member SRL is permitted; the sole shareholder then exercises the powers of the general meeting (art. 13(1)). The former rule that a person could be the sole shareholder of only one SRL was repealed in 2020 (art. 14 is now repealed), so there is no longer a limit on the number of single-member companies a person may own.

Some persons cannot act as founders: those who lack legal capacity and those banned by a final court judgment from acting as founders following a conviction for certain offences, such as corruption, embezzlement, forgery, tax evasion or money laundering (art. 6(2)).

Shareholders are liable for the company's debts only up to the subscribed share capital (art. 3(3)). This is the main reason the SRL is preferred over trading as an authorised natural person (PFA). Limited liability is not absolute, however: directors and shareholders can be held personally liable in specific situations set out in insolvency and tax legislation.

The articles of association

An SRL is formed by a company contract and statute, which may be combined into a single document, the articles of association (act constitutiv) (art. 5(1) and (3)). A single-member SRL needs only the statute (art. 5(2)). The articles are signed under private signature; notarial form is required only in limited cases, notably when real estate is contributed to the share capital (art. 5(6)).

Under art. 7 of Law 31/1990, the articles must state, among other things:

• the identification details of the shareholders;
• the legal form, name and registered office;
• the object of activity, with the field and main activity (CAEN code);
• the subscribed share capital, each shareholder's contribution in cash or in kind, and the number and nominal value of the shares (părți sociale) allocated to each shareholder;
• how general meeting decisions are adopted where equal shareholdings make an absolute majority impossible;
• the directors (administratori) and their powers.

The model articles approved by ONRC are a starting point. For companies with several shareholders, especially where a foreign investor and a local partner are involved, we recommend tailoring the clauses on transfer of shares, deadlock, the powers of the directors and the exit of a shareholder. Under art. 202(2), unless the articles provide otherwise, a transfer of shares to an outsider requires the approval of shareholders holding at least three quarters of the share capital. This default rule can be adjusted in the articles, and it is far easier to do so at incorporation than later.

The registration file

The application for registration must be filed within 15 days of the date on which the articles of association are concluded (Law 31/1990, art. 36(1)). The founders or the first directors are jointly liable for any loss caused by missing this deadline.

According to art. 36(2) of Law 31/1990, the application is accompanied by:

Earlier requirements, such as attaching proof that the capital had been paid in, were removed from this list when Law 265/2022 amended the Companies Law. In practice, the ONRC application form and its annexes also include statements by the founders and directors, the specimen signatures of the directors, and the statement on the beneficial owners required by the anti-money laundering legislation (Law no. 129/2019). Foreign founders also need their identity documents and, where the founder is a company, an up-to-date certificate from its home register, translated into Romanian by a certified translator and, where required, apostilled or legalised.

Filing online. The application can be signed by hand or with a qualified electronic signature (Law 265/2022, art. 82(1)), and ONRC accepts filings through its online services portal. Filing online is usually the fastest route, especially for founders who are not in Romania. A founder who cannot sign electronically can act through a representative holding a notarised power of attorney or through a lawyer with a lawyer's mandate.

Fees. Registration and publication fees are set by ONRC's tariff list and change from time to time. Please check the current list on onrc.ro before filing. From 15 October 2026 the cash desks of ONRC and of the county offices no longer operate, so fees are paid by electronic means.

Step by step

First tax decisions

Three decisions have to be taken early, often before the first invoice.

• Micro-enterprise or profit tax. In 2026 a company can opt for the micro-enterprise tax of 1% of revenue (Fiscal Code, art. 51(1)) if, among other conditions, its revenues do not exceed the RON equivalent of EUR 100,000 (art. 47(1)(c)) and it has at least one employee (art. 47(1)(g)). A newly established company can apply the regime from its first year if it meets the shareholding conditions on registration and hires an employee within 90 days (art. 48(3)). Otherwise the company pays profit tax at 16% (art. 17).
• VAT. The standard VAT rate is 21% (art. 291(1)). A company whose annual turnover does not exceed RON 395,000 may use the small-enterprise exemption (art. 310(1)), but it can opt for normal VAT registration at any time, which is often useful when clients are VAT-registered businesses.
• Dividends. Dividends distributed from 1 January 2026 are taxed at 16% (art. 97(7) for individuals and art. 43(2) for Romanian companies).

Common mistakes

• Relying on old guides that still mention a minimum capital of RON 1.
• A registered office that does not hold up, for instance a lease that expires without being renewed. Law 31/1990 allows ONRC to establish that the conditions for dissolution are met when the right to use the registered office has lapsed (art. 237^2(1)(a)).
• Copying model articles unchanged in a company with several shareholders, and finding later that there is no way out of a deadlock.
• Missing the 15-day deadline for filing, or the deadlines for registering later changes.
• Ignoring the turnover threshold of RON 400,000 once the business grows, and with it the obligation to raise the capital to RON 5,000.

When to seek legal advice

A standard single-member SRL can be set up with modest effort. Advice is worthwhile when there are several shareholders, when a foreign company is the founder, when contributions in kind or real estate are involved, when the activity needs authorisations, or when an existing company has to adapt its capital under Law 239/2025.

This article provides general information and does not constitute legal advice for a specific case. If you would like our practice to review your situation, please write to us at