How to Register an SRL in Romania 2026 – Complete Guide

Introduction

Establishing an SRL (Societate cu Răspundere Limitată – Limited Liability Company) in Romania is the most popular choice for astute entrepreneurs, both domestic and international, offering robust personal asset protection and significant tax advantages. As of 2026, with a minimum share capital of 500 Romanian Lei (as stipulated by Legea nr. 239/2025 pentru modificarea și completarea Legii societăților nr. 31/1990, Art. 16 alin. (1) teza I) and a preferential 1% income tax rate under the micro-company regime (Ordonanța de urgență a Guvernului nr. 115/2023, Art. 47 alin. (1)), the SRL remains the paramount vehicle for the vast majority of business ventures. This comprehensive guide details every essential step, legal requirement, and strategic consideration for establishing an SRL in Romania in 2026.

Why SRL and Not PFA or SA?

Understanding the distinct legal and fiscal implications of each business structure is crucial for making an informed decision. The SRL offers a balanced approach, combining limited liability with administrative simplicity and tax efficiency, particularly when compared to its alternatives.

SRL Registration Procedure 2026 - Step by Step

The registration process for an SRL in Romania is largely centralized through the National Trade Register Office (Oficiul Național al Registrului Comerțului – ONRC), operating under the Ministry of Justice. Adherence to legal timelines and comprehensive documentation is paramount.

Step 1: Choosing and Reserving the Company Name (Day 1)

The first critical step involves selecting a unique and memorable name for your SRL and reserving it with the ONRC. This reservation ensures that your chosen name is not already in use or confusingly similar to an existing entity, protecting your brand identity.

• Availability check: Conduct a preliminary search on the ONRC portal (www.onrc.ro) to assess the availability of your proposed names. It's advisable to prepare at least three distinct name options, listed in order of preference.
• Legal Restrictions:
  • The chosen name cannot be identical to an existing company name, nor can it be so similar as to create confusion (Legea nr. 265/2022 privind registrul comerțului, Art. 36 alin. (1) lit. a) și b)).
  • Avoid overly generic names or terms that might imply association with state institutions, international organizations, or protected designations without specific authorization.
• Reservation Process: Submit a name reservation application to ONRC.
  • Fee: The official fee for name reservation is 72 Lei when submitted online (www.onrc.ro – secțiunea „Verificare disponibilitate și rezervare firmă”) or 100 Lei if submitted in person at an ONRC counter (Ordinul Ministerului Justiției nr. 2594/C/2008, Anexa I Capitolul V, Pct. 1.1).
  • Validity: The name reservation is valid for a period of 3 months from the date of issuance (Legea nr. 265/2022). This period allows sufficient time to complete other preparatory steps before final registration.
• Lawyer's advice: Beyond legal compliance, choose a name that resonates with your brand ethos and target market. Furthermore, it is highly recommended to perform an availability check for the corresponding web domain and to consider a preliminary trademark search with OSIM (Oficiul de Stat pentru Invenții și Mărci – State Office for Inventions and Trademarks) to prevent future conflicts and protect your intellectual property rights (Legea nr. 84/1998 privind mărcile și indicațiile geografice, Art. 5).

Step 2: Establishing the Registered Office (Day 1-2)

Every SRL is legally required to have a registered office (sediul social) in Romania. This location serves as the official address for all correspondence, legal notices, and fiscal purposes (Legea nr. 31/1990, Art. 17 alin. (1) lit. b)).

Required documents for the registered office:

• Proof of use: This can be a comodatum agreement (contract de comodat – gratuit loan for use – Legea nr. 31/1990, Art. 17 alin. (1)), a lease agreement (contract de închiriere – Codul Civil, Art. 1777-1823), or a sale-purchase agreement (contract de vânzare-cumpărare) if the property is owned by the company or one of the partners. The contract must be dated certain (dată certă).
• Owner's consent: If the property is not owned by the partners, written consent from the property owner(s) is mandatory, explicitly stating that the property can be used as the registered office of the SRL.
• Association of Proprietors' consent: For apartments located in multi-story residential buildings (blocuri de locuințe), consent from the homeowners' association (asociația de proprietari) is generally required if the activity generates disturbances or alters the common usage of the building (Legea nr. 196/2018 privind înființarea, organizarea și funcționarea asociațiilor de proprietari, Art. 38). Often, a declaration from neighbors (usually those adjacent to and below the office location) stating their non-objection to the registered office can also be requested by ONRC.

Important Note on Residential Addresses: While using a residential address is permitted, it's crucial to be aware of potential restrictions. In some cases, authorities may require proof that the activity carried out at the registered office does not disrupt the peace of the residential area. A lawyer can advise on specific compliance requirements for your chosen location.

Step 3: Selecting the Object of Activity - CAEN Code (Day 2)

The Classification of Activities in the National Economy (CAEN) codes define the specific business activities your SRL is legally allowed to perform (Ordonanța de Urgență a Guvernului nr. 92/1997, Art. 1). Proper selection is crucial for operational legality and future scope.

• Main CAEN code: You must select one principal CAEN code that best describes your company's primary activity. This code dictates your eligibility for certain tax regimes, licenses, or authorizations.
• Secondary CAEN codes: You can add up to 20 secondary CAEN codes at the time of initial registration. These allow you to diversify your business activities without requiring amendments to the Articles of Association later, which can involve additional costs and administrative procedures.
• Strategy: It is a practical tip to include complementary or anticipated future CAEN codes from the outset, even if you don't intend to perform those activities immediately.
• Resource: The complete list of CAEN codes is available on the ONRC website (www.onrc.ro) or dedicated classification sites like caen.ro. Always refer to the most current version (CAEN Rev. 2).

Popular CAEN codes in 2026 (examples based on market trends):

• 6201 - Custom software development activities (Activități de realizare a softului la comandă (software orientat client))
• 6202 - IT consultancy activities (Activități de consultanță în tehnologia informației)
• 7022 - Business and management consultancy activities (Activități de consultanță pentru afaceri și management)
• 4791 - Retail trade via internet mail order houses (Comerț cu amănuntul prin intermediul caselor de comenzi sau prin internet)
• 7311 - Advertising agency activities (Activități ale agențiilor de publicitate)
• 6920 - Accounting, bookkeeping and auditing activities; tax consultancy (Activități de contabilitate și audit financiar; consultanță în domeniul fiscal)
• 5510 - Hotels and similar accommodation (Hoteluri și alte facilități de cazare similare)

Step 4: Drafting the Articles of Association (Day 2-3)

The Articles of Association (Actul Constitutiv) is the foundational legal document of your SRL. It defines the company's structure, governance, and operational rules (Legea nr. 31/1990, Art. 5 și Art. 7).

The Articles of Association must contain, at minimum, the following information:

⚠️ Important legislative change: Since the enactment of Legea nr. 102/2020 (amending Legea nr. 31/1990), the Articles of Association no longer require notarization. They can be signed by the founders under private signature (sub semnătură privată) and authenticated by a lawyer or simply witnessed by the ONRC registrar, significantly simplifying the process.

Step 5: Assembling and Submitting the Dossier to ONRC (Day 3-4)

Once all preparatory documents are ready, the full registration dossier is submitted to the territorial ONRC office where the registered office of the company is located (Legea nr. 265/2022).

Mandatory documents for submission: - Comodatum agreement, lease agreement, or sale-purchase agreement (original or authenticated copy). - Owner's consent declaration (original). - Association of proprietors' consent or neighbors' declaration (if applicable, original).

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Step 6: Payment of Fees and Obtaining the Certificate of Registration (Day 5-8)

Upon submission of the complete dossier, ONRC will review the documents for legal compliance and completeness.

ONRC fees 2026: The total fees for registration are subject to minor variations but generally include:

• Registration fee: Approximately 200 Lei (tarif de înregistrare). This covers the processing of your application.
• Official Monitor publication fee: Approximately 150 Lei (tarif pentru publicarea în Monitorul Oficial al României, Partea a IV-a). Publication is a legal requirement for certain company details (Legea nr. 265/2022).
• Total estimated cost: Approximately 400-600 Lei, which includes other minor administrative costs or taxes if applicable. These fees are established by Ordinul Ministerului Justiției nr. 2594/C/2008.

Timeline and Outcome:

• ONRC generally processes complete and correct applications within 3-5 working days from the date of submission. Legal provisions allow for up to 5 working days (Legea nr. 265/2022).
• Upon successful registration, you will receive the Certificate of Registration (Certificat de Înregistrare), which officially confirms your company's existence. This certificate includes the CUI (Cod Unic de Identificare – Unique Identification Code), which serves as your company's tax identification number.
• The CUI is active immediately, allowing you to proceed with post-registration formalities.

Step 7: Post-Registration and Initial Compliance (Day 8-15)

Once your SRL receives its Certificate of Registration, several crucial steps are required to ensure full operational and fiscal compliance.

✅ Open a business bank account: This is a mandatory step immediately after obtaining the CUI. You will need the Certificate of Registration and the Articles of Association to open a corporate bank account in the company's name. It is also required to deposit the minimum share capital (500 Lei) into this account (Legea nr. 31/1990, Art. 16 alin. (1) and Art. 30). ✅ Deposit the share capital: The minimum share capital of 500 Lei must be deposited into the company's newly opened bank account. While proof of deposition was previously required at ONRC, it is now primarily an internal company obligation. ✅ Register with the Financial Administration (ANAF): As of 2026, the registration with the local fiscal administration (Administrația Financiară – ANAF) and assignment of the fiscal domicile occurs automatically once the company is registered with ONRC (Ordinul Președintelui ANAF nr. 3.736/2015 privind procedura de înregistrare fiscală). However, specific declarations might still be required depending on the fiscal regime chosen. ✅ Choose the fiscal regime: Based on projected turnover and employee count, you must declare whether your SRL opts for the micro-company regime (impozit pe veniturile microîntreprinderilor) or the profit tax regime (impozit pe profit). For micro-companies, the preferred 1% income tax rate applies to revenues up to €100,000 (converted to Lei at the European Central Bank exchange rate at the end of the previous fiscal year), provided certain conditions are met (e.g., at least one full-time employee, no more than 20% of revenue from consulting/management activities) (Ordonanța de urgență a Guvernului nr. 115/2023, Art. 47 alin. (1) și (2)). Otherwise, the standard 16% profit tax applies. The declaration of fiscal regime is typically made via Form 010 within 30 days of registration or by the end of the year if the company is newly registered (Codul Fiscal, Art. 52, Art. 53). ✅ Acquire necessary permits/licenses: Depending on your CAEN codes, you may need specific operational permits (e.g., sanitary authorizations, fire safety permits, environmental permits) or specific licenses (e.g., for financial services, transport, retail of certain goods). It is the responsibility of the administrator to identify and secure these before commencing operations (Legea nr. 31/1990, Art. 144¹). ✅ Obtain fiscal printer (Casa de marcat fiscală): If your company engages in retail activities or provides services directly to the public with cash payments, a fiscal printer is mandatory (Ordonanța de urgență a Guvernului nr. 28/1999 privind obligația agenților economici de a utiliza aparate de marcat electronice fiscale). ✅ Register employees in ReGES: If you plan to hire employees, each employment contract must be registered in the General Register of Employee Records (ReGES – Registrul General de Evidență a Salariaților) before the employee starts work (Hotărârea Guvernului nr. 295/2025 privind Registrul general de evidență a salariaților, Art. 3 alin. (2)). ✅ Engage an accountant: A qualified Romanian accountant is indispensable for an SRL from day one. They will manage your fiscal declarations, bookkeeping, payroll, and ensure ongoing compliance with Romanian tax laws and reporting requirements (Codul Fiscal și Legea Contabilității nr. 82/1991).

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SRL Compliance Checklist for 2026

This checklist provides a structured overview of ongoing compliance requirements for an SRL in Romania.

Initial Setup Compliance:

• Name reservation with ONRC.
• Secured legal registered office.
• Articles of Association drafted and signed.
• Main and secondary CAEN codes selected.
• Minimum share capital (500 Lei) arranged.
• Administrator appointed and accepted mandate.
• Beneficial Ownership Declaration filed.
• All required documents submitted to ONRC.
• Certificate of Registration (CUI) obtained.

Post-Registration and Operational Compliance:

• Business bank account opened.
• Share capital deposited in bank account.
• Fiscal regime (micro-company or profit tax) declared to ANAF.
• Contract with a qualified accountant signed.
• Fiscal printer acquired and registered (if applicable).
• Necessary operational permits and licenses obtained.
• Employees registered in ReGES before start date (if applicable).
• Health and safety at work regulations compliance (Legea nr. 319/2006).
• GDPR compliance for data processing (Regulamentul (UE) 2016/679).
• Anti-money laundering (AML) policies and procedures for high-risk activities (Legea nr. 129/2019).

Ongoing Administrative and Fiscal Compliance:

• Timely submission of fiscal declarations (e.g., VAT, profit tax, micro-company tax, social contributions).
• Annual financial statements (bilanț contabil) prepared and filed with ANAF and ONRC (Legea Contabilității nr. 82/1991).
• Maintenance of an accurate and up-to-date accounting system.
• General Meeting of Partners (Adunarea Generală a Asociaților) held annually to approve financial statements and decide on profit distribution (Legea nr. 31/1990, Art. 191).
• Any changes to company data (e.g., registered office, CAEN codes, partners, administrator) registered with ONRC within 15 days of the decision (Legea nr. 265/2022).
• Updates to the Beneficial Ownership Declaration made if UBO information changes (Legea nr. 129/2019, Art. 56 alin. (2)).
• Standard VAT rate is 21% for 2026. For specific activities (e.g., hotels, restaurants, books), reduced VAT rates may apply (Codul Fiscal, Art. 291). Ensure correct application of VAT rates and timely payment.

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Comparative Costs and Timeline for SRL Registration

Understanding the financial and temporal commitments is key for planning your business launch.

Estimated Costs Table (2026)

Estimated Timeline Table

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FAQ - Frequently Asked Questions about SRL in Romania 2026

1. Can a foreigner incorporate an SRL in Romania? Yes, absolutely. Foreign individuals and legal entities can incorporate an SRL in Romania under the same legal conditions as Romanian citizens and companies (Legea nr. 31/1990, Art. 2 alin. (2)). The process is largely identical, though foreign individuals will need a valid passport and potentially a fiscal identification number (NIF) from ANAF before registration, if they do not have a Romanian CNP. Legal assistance is highly recommended for foreign investors to navigate the process smoothly, especially regarding document notarization and apostille requirements from their country of origin.

2. What is the difference between a micro-company and a profit tax company? The primary difference lies in the tax base and rate.

• Micro-company: Pays a tax on revenue, not profit. The rate is 1% (requiring at least one full-time employee). This regime applies to companies with annual revenues up to €100,000 (converted from RON). There are additional conditions, such as limits on activity type (e.g., max 20% of revenues from consultancy/management), and specific requirements for capital and partnerships (Codul Fiscal, Art. 47-56).
• Profit tax company: Pays a tax on net profit (revenue minus eligible expenses) at a standard rate of 16% (Codul Fiscal, Art. 17). This regime is compulsory for companies exceeding the €100,000 revenue threshold or those not meeting micro-company conditions. Companies can typically choose their regime at registration but must meet the conditions for the chosen regime.

3. What happens if I don't deposit the share capital of 500 Lei? The deposit of the minimum share capital of 500 Lei is a legal requirement for an SRL (Legea nr. 239/2025, Art. 16 alin. (1) teza I). While ONRC no longer strictly verifies the bank deposit proof at registration, the company, by law, must have this capital. Failure to actually deposit the capital can lead to administrative sanctions or even affect the company's fiscal standing, as accounts may not genuinely reflect the company's initial assets. It is highly advisable to make the deposit shortly after opening the company bank account.

4. Can I change the registered office or add/remove CAEN codes after registration? Yes, these changes are possible but require administrative procedures. Any modification to the Articles of Association (including registered office, CAEN codes, partners, administrator) must be registered with ONRC. This involves:

5. A decision by the General Meeting of Partners or sole partner (Hotărârea Adunării Generale a Asociaților).

6. Drafting an addendum to the Articles of Association or a new consolidated act.

7. Submitting an application to ONRC with supporting documents (e.g., new lease agreement, new self-declarations).

8. Paying ONRC fees for the changes. These procedures incur additional costs and processing time, which is why proper initial setup (especially regarding CAEN codes) is recommended.

9. Do I need an accountant from day one? Yes, it is legally mandatory and highly recommended to engage a qualified Romanian accountant from the moment your SRL is registered. Romanian accounting and tax legislation are complex and subject to frequent changes. An accountant will:

• Maintain your company's bookkeeping in accordance with Romanian Accounting Law (Legea Contabilității nr. 82/1991).
• Prepare and submit all mandatory fiscal declarations (e.g., VAT, profit tax, micro-company tax, social contributions) to ANAF deadlines (Codul Fiscal).
• Prepare and submit annual financial statements (bilanț contabil).
• Manage payroll and register employees in ReGES.
• Provide essential tax consultancy to ensure compliance and optimize fiscal burden.

6. What is ReGES and why is it important? ReGES (Registrul General de Evidență a Salariaților) is the General Register of Employee Records, an electronic database managed by the Territorial Labor Inspectorate (ITM). All employment contracts, amendments, suspensions, and terminations must be registered in ReGES by the employer before the start date of employment for a new employee (Hotărârea Guvernului nr. 295/2025). Failure to register an employment contract in ReGES prior to the employee commencing work constitutes undeclared work ("muncă la negru") and carries severe fines.

7. Is a company seal (stamp) still mandatory in 2026? No. Since 2015, the use of the company seal is no longer mandatory for commercial companies in Romania (Legea nr. 359/2004, Art. 17 alin. (1) modificat prin Legea nr. 169/2015). While some private individuals or institutions might still prefer a stamp on documents for traditional reasons, legally, it is not required for the validity of contracts or other company acts.

8. What is the standard VAT rate in Romania for 2026? For 2026, the standard Value Added Tax (VAT) rate in Romania is 21% (Codul Fiscal, Art. 291 alin. (1)). A reduced VAT rate of 11% applies to specific categories of goods and services (e.g., certain foods, accommodation, cultural services, books, medicines). Companies are generally VAT registered if their annual turnover exceeds 395,000 Lei, or they can opt for VAT registration voluntarily (Codul Fiscal, Art. 310).

9. How many partners can an SRL have? An SRL can be established by a single associate (asociat unic) or by multiple partners, up to a maximum of 50 partners (Legea nr. 31/1990, Art. 12 și Art. 13). Having a single associate does not change the limited liability aspect of the company.

10. What are the main advantages of an SRL over a PFA? The main advantages of an SRL over a PFA (Authorized Individual Person) are:

• Limited Liability: Partners' personal assets are protected, as their liability is limited to their capital contribution (Legea nr. 31/1990, Art. 1). PFA owners have unlimited liability.
• Tax Efficiency: The micro-company regime (1% revenue tax) is often more advantageous than the 10% income tax plus social and health contributions for PFA, especially for businesses with high revenues but potentially lower profits or significant deductible expenses.
• Credibility & Growth: An SRL offers higher credibility in the business environment, is easier to scale, attract investment, and transfer ownership.
• Employee Options: Clearer legal framework for hiring employees.

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This article is for informational purposes only and does not constitute legal advice. For specific situations, please consult a specialized lawyer who can provide tailored advice based on your individual circumstances and the latest legal provisions.