Step-by-step guide to opening a company in Romania. SRL registration, costs, micro-company tax (1%), documents needed. Based in Târgu Mureș.
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    How to Open a Company in Romania in 2026: Complete Guide for Foreign Entrepreneurs
    Business Law

    How to Open a Company in Romania in 2026: Complete Guide for Foreign Entrepreneurs

    25 min read
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    Why Open a Company in Romania?

    Romania has become one of Europe's most attractive destinations for foreign entrepreneurs and investors. With the lowest flat corporate tax rate in the EU (1% for micro-companies), a highly skilled workforce, strategic location at the crossroads of Central and Southeastern Europe, and full EU membership, Romania offers compelling advantages for businesses of all sizes.

    In 2026, Romania continues to attract foreign direct investment across technology, manufacturing, services, and e-commerce sectors. Whether you are a digital entrepreneur, a startup founder, or an established business looking to expand into the EU market, this comprehensive guide covers everything you need to know about opening a company in Romania.

    Types of Business Entities in Romania

    SRL (Societate cu Răspundere Limitată) — Limited Liability Company

    The SRL is by far the most popular business entity for foreign entrepreneurs. Key characteristics:

    • Minimum share capital: 500 RON (approximately €0.20) — one of the lowest in Europe
    • Number of shareholders: 1 to 50 (single-member SRL is permitted)
    • Liability: Limited to the share capital contribution
    • Management: One or more administrators (can be the sole shareholder)
    • Taxation: Eligible for the 1% micro-company tax regime

    The SRL is equivalent to a German GmbH, French SARL, or UK Ltd. It provides limited liability, subject to applicable legal exceptions, and may qualify for Romania's micro-company tax regime if the statutory conditions are met.

    SA (Societate pe Acțiuni) — Joint Stock Company

    The SA is suitable for larger businesses or those planning to list on the stock exchange:

    • Minimum share capital: 90,000 RON (approximately €18,000)
    • Number of shareholders: Minimum 2
    • Liability: Limited to share capital
    • Management: Board of Directors or Directorate + Supervisory Board
    • Taxation: Standard 16% corporate tax (not eligible for micro-company regime)

    Branch Office (Sucursală)

    A branch office is an extension of a foreign parent company:

    • No separate legal personality — the parent company bears full liability
    • No minimum capital requirement
    • Subject to standard 16% corporate tax
    • Suitable for companies that want to test the Romanian market without creating a separate entity

    Representative Office (Reprezentanță)

    A representative office can only perform promotional and marketing activities:

    • Cannot generate revenue in Romania
    • No commercial activities permitted
    • Useful for market research and relationship building before formal entry

    Step-by-Step Guide: How to Register an SRL in Romania

    Step 1: Choose Your Company Name

    You must reserve a unique company name with the National Trade Registry Office (ONRC). The process involves:

    Tip: Avoid generic names that may conflict with existing businesses. Include distinctive elements that reflect your business activity.

    Step 2: Prepare the Articles of Association (Act Constitutiv)

    The Articles of Association is the founding document of your company. It must include:

    • Company name and registered office address
    • Business activities (using CAEN codes — Romania's industry classification system)
    • Share capital amount and distribution among shareholders
    • Administrator(s) designation and powers
    • Duration of the company (limited or unlimited)

    Important: If you are a non-Romanian citizen, you must have the Articles of Association notarized by a Romanian notary public or authenticated by a Romanian consulate in your country.

    Step 3: Obtain a Registered Office (Sediu Social)

    Every Romanian company must have a registered office. Options include:

    • Renting office space: Requires a lease agreement (contract de închiriere)

    • Owned property: Requires proof of ownership

    The registered office address will appear on all official documents and must be a valid address where correspondence can be received.

    Step 4: Open a Bank Account and Deposit Share Capital

    You must:

    Major Romanian banks that work with foreign entrepreneurs:

    • Banca Transilvania (BT)
    • BCR (Banca Comercială Română)
    • ING Bank Romania
    • Raiffeisen Bank Romania

    Important: Some banks may require your physical presence for account opening. Others offer remote onboarding for EU citizens. Non-EU citizens typically need to visit in person.

    Step 5: Submit Registration Documents to the Trade Registry

    Required documents:

    Step 6: Tax Registration with ANAF

    After Trade Registry registration, you must:

    Step 7: Obtain Necessary Permits and Licenses

    Depending on your business activity, you may need:

    • Operating license (autorizație de funcționare)
    • Environmental permits
    • Food safety certifications (for food businesses)
    • Financial services licenses (for fintech)
    • Construction permits

    Timeline and Costs

    Registration Timeline

    StepDuration
    Name reservation1-2 business days
    Document preparation2-3 business days
    Trade Registry registration3-5 business days
    Tax registrationAutomatic (same day)
    Bank account activation1-5 business days
    Total7-15 business days

    Costs Breakdown

    ItemCost (EUR)
    Name reservation~8
    Trade Registry fees~100-150
    Notary fees~100-200
    Legal assistance500-2,000
    Virtual office (annual)600-1,800
    Accounting setup100-300
    Total estimated1,400-4,500

    Romania's Micro-Company Tax Regime: The Key Advantage

    The micro-company tax regime is Romania's most attractive feature for foreign entrepreneurs:

    Eligibility Criteria (2026)

    • Annual turnover below €100,000
    • Not active in banking, insurance, gambling, or consulting/management sectors (with exceptions)
    • At least one full-time employee (can be the owner/administrator)
    • Romanian fiscal residency

    Tax Rates

    RevenueTax Rate
    Companies with 1+ employees1% of revenue

    This means a company earning €100,000 in revenue pays only €1,000 in income tax — compared to €16,000 under the standard 16% corporate tax regime.

    Dividend Tax

    When distributing profits to shareholders:

    • 16% dividend tax (flat rate)
    • Health insurance contribution: 10% CASS applies on dividends exceeding 6 × minimum gross salary threshold

    Effective Total Tax Burden

    For a micro-company owner earning €100,000 in revenue with €50,000 in profit distributed as dividends:

    • Revenue tax: €1,000 (1%)
    • Dividend tax: €8,000 (16% of €50,000)
    • Total: €9,000 (9% effective rate)

    This is one of the lowest total tax burdens in the entire European Union.

    Common Mistakes Foreign Entrepreneurs Make

    1. Not Having a Local Representative

    2. Choosing the Wrong CAEN Code

    Your primary CAEN code determines your tax treatment and regulatory obligations. Choosing incorrectly can disqualify you from the micro-company regime.

    3. Ignoring Transfer Pricing Rules

    If your Romanian company transacts with related parties (including yourself as an individual or other companies you own), you must document these transactions at arm's length prices.

    4. Not Registering for VAT at the Right Time

    • Optional VAT registration: Available from day one, beneficial if you sell to VAT-registered businesses
    • Mandatory VAT registration: Required when turnover exceeds 395,000 lei in a calendar year

    5. Failing to Maintain Proper Accounting

    Romanian law requires all companies to maintain double-entry bookkeeping. Monthly or quarterly accounting submissions to ANAF are mandatory.

    Double Taxation Agreements (DTAs)

    Romania has signed DTAs with over 90 countries, including:

    • United States
    • United Kingdom
    • Germany
    • France
    • Italy
    • Netherlands
    • China
    • Japan
    • Israel
    • UAE

    These agreements prevent you from being taxed on the same income in both Romania and your home country.

    Why Choose PANTILIMON AVOCAT for Your Company Formation?

    With 18 years of experience helping foreign entrepreneurs establish businesses in Romania, PANTILIMON AVOCAT offers:

    • Full remote incorporation — no travel required for EU citizens
    • Fixed-fee pricing — no hidden costs
    • English, Romanian, and Hungarian language support
    • Ongoing legal support — contracts, employment law, tax advisory
    • Network of trusted partners — banks, accountants, notaries

    Our Company Formation Packages

    PackageIncludesPrice
    BasicRegistration + Tax setupFrom €800
    StandardBasic + Virtual office + Bank accountFrom €1,500
    PremiumStandard + Annual accounting + Legal retainerFrom €3,000

    Frequently Asked Questions

    Can I open a company in Romania without being a resident?

    Yes. Foreign citizens (both EU and non-EU) can open and own companies in Romania without obtaining residency. However, if you plan to work in Romania, you will need appropriate visa/work permits.

    Do I need to travel to Romania to register a company?

    EU citizens can complete the entire process remotely through a power of attorney. Non-EU citizens may need to visit for bank account opening and certain notarial procedures.

    How long does it take to register a company?

    The typical timeline is 7-15 business days from document submission to full operational status.

    What is the minimum investment to open a company?

    (€0.20).

    Can I hire employees immediately?

    Yes. Once your company is registered, you can hire employees. Romania's minimum gross salary for 2026 is 4,050 RON/month (approximately €815) from January 1st to June 30th, and 4,325 RON/month (approximately €870) from July 1st.

    What ongoing obligations will I have?

    Monthly/quarterly tax declarations, annual financial statements, employee-related filings, and maintaining a registered office.

    📖 Recommended reading: Corporate Governance in Romania: Board Requirements and Compliance Overview for Foreign Investors

    📖 Recommended reading: Shareholders' Agreements in Romania: Key Clauses & Investor Protection

    📖 Recommended reading: Shareholders' Agreements in Romania: Key Clauses & Investor Protection

    📖 Recommended reading: Romanian AI Act Compliance: Risk Classification & GPAI Rules for Investors

    📖 Recommended reading: Open Source Software Licensing Compliance for Romanian Tech Companies

    📖 Recommended reading: Digital Nomad Visa Romania 2026 – Complete Guide

    📖 Recommended reading: Company Formation Romania Cost 2026: Guide for Investors

    📖 Recommended reading: Holding Company in Romania 2026: Structure, Tax Benefits & Setup Guide

    📖 Recommended reading: How to Liquidate a Company in Romania 2026: Step-by-Step Guide

    📖 Recommended reading: Navigating Romania's New Regulations for Foreign Workers: A Guide for Investors

    📖 Recommended reading: SRL vs. SA in Romania: A Guide for Foreign Investors

    📖 Recommended reading: Share Capital 2026: Complete Guide to New LLC Requirements in Romania


    Conclusion

    Opening a company in Romania in 2026 remains one of the smartest business decisions for foreign entrepreneurs looking to enter the EU market. With minimal capital requirements, world-class tax incentives through the micro-company regime, and a rapidly growing economy, Romania offers an unbeatable combination of opportunity and affordability.


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

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