Romania Commercial Register (ONRC) Procedures for Foreign Investors

Introduction — The Problem / Why This Matters

Romania presents a compelling investment landscape within the European Union, characterized by strategic geographical positioning, a growing economy, and an increasingly skilled workforce. For foreign investors, multinational corporations, and international entrepreneurs, establishing a legal presence in Romania is a fundamental prerequisite to conducting business operations. This process invariably involves interaction with the National Office of the Trade Register (ONRC), the central authority responsible for the registration, publicity, and control of legal entities.

The complexity arises from the need to navigate specific Romanian legal requirements, which, while generally aligned with EU standards, possess unique procedural nuances. Foreign entities or individuals often face challenges in understanding the required documentation, specific deadlines, applicable fees, and the distinct corporate structures available under Romanian law. Missteps in this initial phase can lead to significant delays, increased costs, and even legal non-compliance, jeopardizing the entire investment.

Furthermore, recent legislative changes and continuous updates to the regulatory framework necessitate a precise and up-to-date understanding of ONRC procedures. For foreign investors, an accurate and comprehensive guide is crucial to ensure a smooth, efficient, and legally sound entry into the Romanian market. This article aims to demystify these procedures, providing a clear roadmap for successful registration and compliance, thereby facilitating strategic investment and operational setup within Romania.

More guides on this topic: Commercial law and contracts

Legal Framework — Key Laws and Regulations

Establishing a commercial presence in Romania for foreign investors is primarily governed by a robust legal framework designed to ensure transparency, legal certainty, and compliance with national and European standards. The cornerstone of this framework is:

1. Legea societăților nr. 31/1990, republicată, cu modificările și completările ulterioare, publicată în M.Of. nr. 1066 din 17 noiembrie 2004 (The Companies Law no. 31/1990, republished, with subsequent amendments and completions). This law defines the various forms of legal entities that can be established in Romania, their incorporation procedures, governance, and dissolution. It is the primary legal act governing the establishment and operation of companies.

2. Legea nr. 265/2022 privind registrul comerțului, cu modificările și completările ulterioare, publicată în M.Of. nr. 49 din 21 ianuarie 1998 (The Trade Register Law no. 265/2022, republished, with subsequent amendments and completions). This law establishes the legal framework for the organization and functioning of the Trade Register, specifying the types of registrations, publicity requirements, and the role of the ONRC.

3. Legea nr. 265/2022 privind registrul comerțului, asociațiilor familiale și persoanelor juridice, cu modificările și completările ulterioare, publicată în M.Of. nr. 839 din 13 septembrie 2004 (Law no. 265/2022 regarding the simplification of formalities for the registration in the trade register of natural persons, family associations and legal persons, with subsequent amendments and completions). This act aims to streamline the registration process by reducing bureaucratic hurdles and facilitating access to information.

4. Codul Civil al României, adoptat prin Legea nr. 287/2009, republicat, cu modificările și completările ulterioare, publicat în M.Of. nr. 505 din 15 iulie 2011 (The Romanian Civil Code, adopted by Law no. 287/2009, republished, with subsequent amendments and completions). The Civil Code provides general principles of contract law, property law, and the legal personality of entities, which underpin the provisions of the Companies Law.

5. Codul de procedură civilă, adoptat prin Legea nr. 134/2010, republicat, cu modificările și completările ulterioare, publicat în M.Of. nr. 247 din 10 aprilie 2015 (The Code of Civil Procedure, adopted by Law no. 134/2010, republished, with subsequent amendments and completions). This code governs the procedural aspects of legal actions related to companies, including those before the trade register judges.

6. Ordonanța de Urgență a Guvernului nr. 116/2009 privind instituirea unor măsuri privind activitatea de înregistrare în registrul comerțului, cu modificările și completările ulterioare, publicată în M.Of. nr. 838 din 3 decembrie 2009 (Government Emergency Ordinance no. 116/2009 on the establishment of measures regarding the registration activity in the trade register, with subsequent amendments and completions). This ordinance introduced further simplifications and modernizations to the registration process.

7. Regulamentul (UE) 2017/1132 al Parlamentului European și al Consiliului din 14 iunie 2017 privind anumite aspecte ale dreptului societăților comerciale, publicat în Jurnalul Oficial al Uniunii Europene L 169 din 30 iunie 2017 (Regulation (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law). This EU regulation harmonizes aspects of company law across member states, particularly concerning the interconnection of central, commercial, and companies registers (BRIS – Business Registers Interconnection System), facilitating cross-border access to company information.

These legal acts form the comprehensive framework that foreign investors must navigate when engaging with the ONRC, ensuring that all aspects from legal entity selection to registration and subsequent compliance are thoroughly covered.

Step-by-Step Process / Requirements

The process of establishing a company or registering a branch in Romania involves several key steps, each with specific documentation requirements. The most common form of legal entity chosen by foreign investors is the Limited Liability Company (Societate cu Răspundere Limitată – SRL).

Step 1: Name Verification and Reservation

Before initiating the incorporation process, the proposed company name must be verified for availability and reserved with the ONRC. This is done by submitting a name availability request. The ONRC will issue a name availability certificate if the name is unique and not already reserved. This certificate is valid for 3 months from its issuance date.

• Required Documents: Application for name verification (Cerere de verificare disponibilitate și/sau rezervare denumire).
• Timeline: Usually 1-3 business days.

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

This is the foundational document of the company, outlining its structure, objectives, shareholders, management, and other key operational aspects. For foreign investors, particular attention must be paid to the specifics of foreign shareholder participation and any special clauses.

• Key Contents:
• Company name and legal form (e.g., SRL).
• Registered office address in Romania (physical address, not a P.O. Box).
• Main and secondary objects of activity (CAEN codes, up to 5 secondary codes for SRL).
• Shareholders' details (name, address, ID/passport number for individuals; full company details, registration number, and legal representative for legal entities).
• Share capital (minimum RON 500 for an SRL with sole shareholder, divisible into social parts).
• Management structure (administrators, their powers, and duration of mandate).
• Duration of the company.
• Rules for decision-making, profit distribution, and company dissolution.
• Required Documents:
• Copy of identity document (passport) for individual foreign shareholders/administrators.
• Extract from the commercial register or similar official document for foreign legal entity shareholders, translated into Romanian and legalized (apostilled or superlegalized).
• Proof of registered office (e.g., lease agreement, commodate agreement, or ownership title).
• Note: The Articles of Association must be authenticated by a public notary in Romania or, if signed abroad, apostilled/superlegalized and then translated and legalized in Romania.

Step 3: Share Capital Deposit

Share capital must be deposited into a newly opened bank account in the company's name at a Romanian commercial bank. Although the minimum share capital for an SRL is RON 500 (as per Legea societăților nr. 31/1990, art. 16 alin. (2)), a higher amount might be practical for operational reasons.

• Required Documents: Bank certificate confirming the deposit of share capital.
• Note: The bank account can often be opened provisionally with the draft Articles of Association.

Step 4: Registered Office Declaration and Use Right

The company must have a registered office in Romania. The right to use the premises must be proven (e.g., lease agreement, commodate agreement, or ownership title). A declaration regarding the registered office and the non-existence of other companies at the same address (if applicable) is also required. For multiple companies at the same address, additional conditions apply as per Legea nr. 265/2022 alin. (1) lit. d) .

Step 5: Specimen Signature

All administrators must provide a specimen signature. This can be done before a public notary in Romania or, if abroad, authenticated by a notary public, apostilled/superlegalized, and then translated and legalized in Romania.

Step 6: Declarations of Compliance

Shareholders and administrators must sign various declarations, including:

• Declaration regarding meeting legal conditions for holding the position (e.g., no criminal record for economic offenses, as per Legea nr. 31/1990, art. 6 alin. (2) ).
• Declaration regarding the uniqueness of the registered office (if applicable).
• Declaration regarding the actual beneficiary of the company (Ultimate Beneficial Owner - UBO), as per Legea nr. 129/2019 pentru prevenirea și combaterea spălării banilor și finanțării terorismului, cu modificările și completările ulterioare, publicată în M.Of. nr. 589 din 18 iulie 2019 (Law no. 129/2019 on preventing and combating money laundering and terrorist financing).

Step 7: Submission to ONRC

The complete dossier of documents is submitted to the ONRC office corresponding to the company's registered office. The application dossier includes:

• Application for registration (Formular de înregistrare).
• Name availability certificate.
• Articles of Association (authenticated copy).
• Bank certificate for share capital deposit.
• Proof of registered office and title of use (e.g., lease agreement).
• Specimen signature for administrators.
• Copies of ID/passport for individuals; excerpt from commercial register for legal entities (translated and apostilled/superlegalized).
• Declarations of compliance and UBO declaration.
• Power of attorney (if applying through a legal representative).
• Proof of payment for ONRC fees.

Step 8: ONRC Review and Registration

Upon submission, the ONRC judge (judecător-delegat) or registration officer reviews the dossier for legal compliance. If all conditions are met, the judge issues a resolution approving the registration. The company is then entered into the Trade Register, and a registration certificate (certificat de înregistrare) is issued, which includes the Unique Registration Code (CUI), serving as the company's fiscal identification number.

• Timeline: Usually 3-5 business days from the complete submission of documents. In complex cases, it can take longer.

Step 9: Post-Registration Formalities

After registration, further steps may be required, such as:

• Fiscal registration for VAT purposes (if applicable, depending on turnover or specific activities).
• Registration with the Territorial Labour Inspectorate (ITM) for employment purposes (ReGES-Online registration).
• Obtaining necessary permits or licenses depending on the company's activity (e.g., environmental permits, specific industry licenses).

Costs and Timeline

The costs and timelines associated with ONRC procedures for foreign investors are generally predictable, though potential complexities can introduce variations.

ONRC Official Fees (as of August 18, 2026):

1. Name Verification and Reservation:

• Fee: RON 72 (approx. EUR 14.50).

2. Registration of a Limited Liability Company (SRL):

• Registration fee: RON 250 (approx. EUR 50) for standard applications. Complex applications or those requiring additional checks might incur slight variations, though the fee structure for company formation itself is standardized by Ordinul Ministrului Justiției nr. 2594/C/2008 privind aprobarea unor tarife pentru operațiunile efectuate de oficiile registrului comerțului de pe lângă tribunale și pentru serviciile prestate de Oficiul Național al Registrului Comerțului, cu modificările și completările ulterioare, publicat în M.Of. nr. 823 din 10 decembrie 2008 (Order of the Minister of Justice no. 2594/C/2008).
• Registration certificate fee: RON 45 (approx. EUR 9).
• Publication fee in the Official Gazette (Monitorul Oficial al României, Partea a IV-a): RON 120 (approx. EUR 24) for the incorporation act summary. This fee is mandatory for all company registrations and modifications.

Additional Costs:

• Notary Fees: Varies depending on the complexity of the Articles of Association and the number of authenticated documents (e.g., specimen signatures, power of attorney). Expect EUR 150 - EUR 400.
• Translation and Legalization Fees: For documents issued abroad (e.g., commercial register extract, passports), significant costs can be incurred for certified translations into Romanian and their legalization/apostille/superlegalization. This can range from EUR 50 - EUR 200 per document, depending on length and complexity.
• Legal Assistance Fees: Engaging a Romanian law firm or legal consultant is highly recommended for foreign investors to ensure compliance, proper drafting of documents, and efficient navigation of the process. These fees vary significantly based on the firm's expertise and the scope of services.
• Registered Office Fees: If using a virtual office service or renting office space, monthly costs apply (e.g., EUR 50 - EUR 200 for virtual office services).

Realistic Timelines:

• Name Verification and Reservation: 1-3 business days.
• Document Preparation (excluding foreign document processing): 3-7 business days, depending on complexity and readiness of shareholder information.
• Foreign Document Processing (apostille/superlegalization, translation, legalization): This is often the longest variable, potentially taking 2-4 weeks or more, depending on the country of origin and diplomatic procedures.
• Share Capital Deposit: 1-2 business days once the provisional account is open.
• ONRC Submission and Registration: 3-5 business days from the date of submission of the complete and correct dossier. The law provides for a maximum of 3 business days for the judge-delegate to issue a resolution from the filing date, but practically, this can extend due to queues or minor corrections, as stipulated by Legea nr. 265/2022 .
• Overall Timeline: From initial contact to company registration, a foreign investor should realistically budget 3-6 weeks if all documents are readily available and processed efficiently. If foreign documents require significant processing, this could extend to 6-10 weeks.

Comparison Table

Here's a comparison of common business structures for foreign investors in Romania:

Key Considerations / Common Pitfalls

Foreign investors often encounter specific challenges when navigating the ONRC procedures in Romania. Awareness of these common pitfalls can significantly streamline the process.

1. Incorrect or Incomplete Documentation: This is the most frequent cause of delays. Documents issued abroad (e.g., certificates of incorporation, shareholder registers, passports) must be properly apostilled or superlegalized in the country of origin and then translated into Romanian by an authorized translator and legalized by a Romanian notary. Any missing seal, signature, or incorrect date can lead to rejection by the ONRC judge-delegate. Ensure all documents conform to strict formatting and content requirements as per Legea nr. 265/2022, art. 21.

2. Registered Office (Sediul Social) Issues: The registered office must be a physical address in Romania, not a P.O. Box. Proof of the right to use the space (ownership, lease, commodate agreement) must be presented. Problems arise when the agreement is not properly registered with tax authorities (ANAF) if required, or if the chosen address has legal impediments (e.g., already hosts too many companies if it's a residential apartment, or zoning restrictions). Additionally, if the building is a residential apartment, an agreement from the condominium association may be required, as per Legea nr. 196/2018 privind înființarea, organizarea și funcționarea asociațiilor de proprietari, publicată în M.Of. nr. 660 din 30 iulie 2018 (Law no. 196/2018).

3. Understanding CAEN Codes: Romanian law requires companies to declare their main and secondary objects of activity using specific CAEN codes (Classification of Activities in the National Economy). Choosing incorrect or too broad codes can lead to issues with future licensing or tax compliance. Foreign investors should carefully select codes that accurately reflect their intended business activities. While an SRL can have multiple secondary CAEN codes, the main activity code should be clearly defined.

4. UBO Declaration Compliance: Romania has stringent anti-money laundering (AML) legislation, primarily Legea nr. 129/2019, which mandates the declaration of Ultimate Beneficial Owners (UBOs). Failure to correctly identify and declare the UBOs can result in significant fines (up to RON 10,000 for initial non-compliance, with potential increase for repeated offences, as per Legea nr. 129/2019, art. 55 and art. 58), and even the dissolution of the company in persistent cases. Foreign legal entities as shareholders must provide a clear chain of ownership leading to the ultimate natural person beneficial owners.

5. Foreign Language Barriers and Legal Interpretation: While ONRC provides some information in English, the official language for all submissions and legal processes is Romanian. Engaging legal counsel fluent in both English and Romanian is crucial to avoid misinterpretations of legal terms and requirements, ensuring accurate document drafting and representation.

6. Post-Registration Compliance: Registration with ONRC is just the first step. Foreign investors often overlook subsequent obligations, such as VAT registration (if applicable), ReGES-Online registration for employees, obtaining specific operational licenses, and ongoing tax and accounting compliance. Neglecting these can lead to penalties from relevant authorities.

7. Power of Attorney (POA) for Representation: If a foreign investor cannot be physically present in Romania for all steps, a notarized and apostilled/superlegalized Power of Attorney is essential. This POA must clearly specify the powers granted to the Romanian representative (e.g., to sign articles of association, open bank accounts, submit documents to ONRC). Ambiguous or insufficiently detailed POAs can cause delays.

By proactively addressing these considerations, foreign investors can navigate the Romanian registration process more effectively and establish a solid legal foundation for their operations.

Recent Changes 2026

The Romanian legal landscape, particularly concerning company registration and operation, undergoes continuous evolution, reflecting both national policy objectives and the implementation of EU directives. For the period leading up to and including August 2026, several key legislative changes and trends are noteworthy:

1. Continued Digitalization of ONRC Services: The ONRC has been progressively enhancing its digital infrastructure. While a fully online incorporation process for all company types is still developing, the trend is towards increased online submission capabilities and digital access to company information. As of 2026, expect further advancements in the e-guvernment platform, aiming to reduce the need for physical presence for certain stages of registration. This is in line with broader EU efforts under the Digitalisation of Company Law Directive (Directive (EU) 2019/1151).

2. Enhanced UBO Registry Compliance and Interconnectivity: Following the implementation of Legea nr. 129/2019, the focus on Ultimate Beneficial Owner (UBO) transparency has intensified. As of 2026, foreign entities acting as shareholders of Romanian companies are under increased scrutiny to provide accurate and up-to-date UBO information. Furthermore, the interoperability of national UBO registries with the European central platform, facilitated by Regulation (EU) 2017/1132 (which introduced the Business Registers Interconnection System - BRIS), means that cross-border verification of beneficial ownership is more robust. Non-compliance with UBO declaration remains a significant risk, with stricter enforcement and penalties.

3. Modernization of the Labour Register (ReGES-Online): A significant change effective from January 1, 2026, is the complete replacement of the former ReGES system with ReGES-Online, as mandated by Hotărârea Guvernului nr. 295/2025 privind Registrul General de Evidență a Salariaților (ReGES-Online) , publicată în M.Of. nr. 300 din 28 martie 2025 (Government Decision no. 295/2025 regarding the General Register of Employees (ReGES-Online)). This new system aims to offer a more advanced, secure, and user-friendly platform for employers to transmit data regarding employment contracts, amendments, suspensions, and terminations. Foreign investors establishing entities in Romania and hiring local staff must ensure their human resources and legal teams are fully compliant with ReGES-Online requirements from day one.

4. Focus on Sustainability and ESG Reporting: While not directly tied to ONRC registration, a broader legislative trend within the EU, impacting Romanian companies, is the increased emphasis on environmental, social, and governance (ESG) reporting. Large companies and listed entities are already subject to Directive 2014/95/EU (Non-Financial Reporting Directive) , and its successor, the Corporate Sustainability Reporting Directive (CSRD - Directive (EU) 2022/2464) , is progressively being transposed into national law. While smaller SRLs might not be immediately affected, foreign investors with larger group structures or plans for significant operations should be aware of these evolving sustainability reporting obligations that will impact their Romanian subsidiaries.

5. Simplified Electronic Communication with Public Authorities: Efforts continue to simplify communication between businesses and public authorities, including tax agencies (ANAF) and local councils. While some systems are still under development, the trend is towards mandatory electronic filing for various declarations and payments, reducing the administrative burden. Foreign investors should ensure their Romanian entities are set up with the necessary digital certificates and access credentials for these platforms.

These ongoing changes underscore the dynamic nature of the Romanian regulatory environment. Foreign investors are strongly advised to seek current legal advice to ensure full compliance with the latest legislative requirements and best practices.

Frequently Asked Questions

Can a foreign national be a sole shareholder and sole administrator of an SRL in Romania?

Yes, a foreign national can be both the sole shareholder and the sole administrator of a Limited Liability Company (SRL) in Romania. There are no restrictions based on nationality for these roles, provided the individual meets all legal requirements, such as not having a criminal record for economic offenses, as specified in Legea nr. 31/1990, art. 6 alin. (2) . The minimum share capital for such an SRL is RON 500.

What is the Unique Registration Code (CUI), and how is it obtained?

The Unique Registration Code (CUI) is the company's fiscal identification number in Romania, analogous to a tax ID. It is assigned automatically by the National Office of the Trade Register (ONRC) upon successful registration of the company. The CUI is included in the company's registration certificate (Certificat de înregistrare) issued by the ONRC, as per Legea nr. 265/2022, art. 41.

Is it mandatory to have a Romanian bank account for company registration?

Yes, it is mandatory to deposit the share capital into a bank account opened in the company's name at a commercial bank operating in Romania. This account is typically opened provisionally using the draft Articles of Association, and a bank certificate confirming the deposit is a required document for ONRC submission, as per Legea nr. 31/1990, art. 19 alin. (2) .

What happens if the registered office changes after the company is incorporated?

Any change to the registered office (sediul social) must be registered with the ONRC. This involves submitting an application, the new proof of title to the premises (e.g., new lease agreement), and potentially an updated declaration from the condominium association. The ONRC will issue a new registration certificate reflecting the change, and the change will be published in the Official Gazette, as per Legea nr. 265/2022, art. 29.

What are the main differences between an SRL and a SA for foreign investors?

An SRL (Societate cu Răspundere Limitată) is a Limited Liability Company, requiring a minimum share capital of RON 500 and suitable for most small to medium-sized businesses. An SA (Societate pe Acțiuni) is a Joint Stock Company, requiring a significantly higher minimum share capital of RON 90,000 (approx. EUR 18,000, as per Legea nr. 31/1990, art. 16 alin. (3) ), and is typically used for larger enterprises, publicly traded companies, or those seeking external financing through stock issuance. SAs also have more complex governance structures and regulatory compliance requirements.

Do foreign documents need to be translated and notarized in Romania or can it be done abroad?

Foreign documents (e.g., passports, certificates of incorporation from foreign entities, powers of attorney) generally need to be translated into Romanian by an authorized translator and then legalized by a Romanian public notary. Before translation and legalization in Romania, these documents often require an apostille or superlegalization in the country of origin, depending on whether that country is a signatory to the Hague Apostille Convention. This two-step process ensures the authenticity and legal validity of the foreign document in Romania, as required by Romanian procedural laws and international conventions.

What are the penalties for not declaring the Ultimate Beneficial Owner (UBO)?

Failure to declare the UBO information or providing false information can lead to significant penalties under Legea nr. 129/2019. Initial non-compliance can result in a fine ranging from RON 5,000 to RON 10,000. If the obligation is not fulfilled within 30 days of the first sanction, the fine can increase, and persistent non-compliance may lead to the suspension of operations or even the dissolution of the company, as stipulated in art. 58 of Legea nr. 129/2019.

Is a local Romanian address necessary for foreign administrators or shareholders?

For foreign administrators, a registered address (domiciliu) is required for their identification in the company's Articles of Association and ONRC records. This does not necessarily need to be a Romanian address; their address in their country of residence is generally sufficient. For foreign shareholders, their full name and address (and registration number for legal entities) are required. The company itself, however, must have a registered office (sediul social) in Romania.

Conclusion and Next Steps

Navigating the intricacies of Romania's Commercial Register (ONRC) procedures is a critical step for any foreign investor looking to establish a robust and compliant presence in the country. While the process is governed by clear laws, the practical application requires meticulous attention to detail, adherence to specific documentation requirements, and a keen understanding of both the national legal framework and relevant EU regulations. From choosing the appropriate legal form to ensuring compliance with UBO declarations and post-registration formalities, each step demands precision to avoid delays and legal pitfalls.

Given the continuous evolution of Romanian legislation and the specific nuances involved, engaging experienced legal counsel is not merely a recommendation but a strategic imperative. A seasoned Romanian law firm can provide invaluable guidance, ensuring that all aspects of company formation, from drafting the Articles of Association to managing the submission to ONRC and handling subsequent compliance, are executed flawlessly. This proactive approach minimizes risks, optimizes timelines, and lays a solid foundation for your investment in Romania.

For tailored legal advice and comprehensive assistance with your company registration and compliance needs in Romania, please do not hesitate to contact Cabinet de Avocatură Pantilimon Rikhárd-Árpád. The firm provides legal services for foreign investors, multinational corporations, and international entrepreneurs.

To schedule a consultation, contact office@pantilimon.ro or visit www.pantilimon.ro.

*Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific legal guidance,