Romanian Company Formation for EU Citizens 2026: A Comprehensive Guide

Introduction — The Problem / Why This Matters

Romania continues to solidify its position as an attractive jurisdiction for foreign direct investment within the European Union. Its strategic location at the crossroads of Central, Eastern, and Southeastern Europe, coupled with a large internal market, skilled workforce, and competitive operational costs, presents compelling opportunities for EU citizens and multinational corporations alike. Understanding the nuances of company formation in Romania is therefore critical for any prospective investor seeking to leverage these advantages and establish a legally compliant and operationally efficient presence.

The regulatory landscape in Romania, while largely harmonized with EU standards, possesses specific national requirements that demand careful attention. Navigating the legal and administrative processes without expert guidance can lead to costly delays, potential fines, and operational inefficiencies. For EU citizens, the process is generally streamlined compared to non-EU citizens due to the principles of free movement of capital and establishment, yet adherence to Romanian corporate law, tax regulations, and labor legislation remains paramount. Incorrectly structured entities or overlooked compliance steps can undermine an investment from its very inception, making a thorough understanding of the formation requirements essential.

Furthermore, the dynamic nature of legislative amendments, including those effective in 2025-2026, necessitates up-to-date information. Foreign investors must be aware of recent changes that might impact their business structure, registration procedures, or ongoing compliance obligations. A proactive and informed approach to company formation mitigates risks, ensures a smooth market entry, and lays a robust legal foundation for sustained growth in the Romanian economy. This article aims to provide a definitive guide for EU citizens looking to establish a company in Romania, reflecting the legal framework as of May 19, 2026.

Legal Framework — Key Laws and Regulations

Company formation in Romania is primarily governed by a comprehensive set of laws and regulations, largely harmonized with European Union directives. The main legislative act is Legea societăților nr. 31/1990, republicată, cu modificările și completările ulterioare, publicată în Monitorul Oficial al României, Partea I, nr. 1066 din 17 noiembrie 2004. This law establishes the legal forms companies can take, their registration requirements, governance, and operational rules. It is the cornerstone of Romanian corporate law.

In addition to the Companies Law, several other key pieces of legislation are crucial:

• Legea nr. 265/2022 privind registrul comerțului și pentru modificarea și completarea unor acte normative cu incidență asupra înregistrării în registrul comerțului, publicată în Monitorul Oficial al României, Partea I, nr. 719 din 15 iulie 2022. This law governs the competent authority for company registration, which is the National Trade Register Office (Oficiul Național al Registrului Comerțului – ONRC), detailing the procedures and documentation required.

• Legea nr. 207/2015 privind Codul de procedură fiscală, cu modificările și completările ulterioare, publicată în Monitorul Oficial al României, Partea I, nr. 547 din 20 iulie 2015. This code dictates the fiscal registration process, tax obligations, and procedures for interacting with the National Agency for Fiscal Administration (ANAF).

• Ordonanța de urgență a Guvernului nr. 99/2006 privind instituțiile de credit și adecvarea capitalului, cu modificările și completările ulterioare, publicată în Monitorul Oficial al României, Partea I, nr. 1027 din 27 decembrie 2006. While generally for financial institutions, certain provisions may affect specific business types and capital requirements.

• Ordonanța Guvernului nr. 25/2022 privind unele măsuri fiscale, publicată în Monitorul Oficial al României, Partea I, nr. 206 din 04 martie 2022, which introduced adjustments to the micro-enterprise tax regime and other fiscal incentives, impactful for new businesses.

Relevant EU legislation directly applies or is transposed into Romanian law, primarily concerning the free movement of persons, services, and capital. Key examples include:

• Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law, which codifies several prior directives concerning company law, ensuring harmonization across member states, particularly regarding formation, capital, mergers, and divisions.

• Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) , incorporated into Romanian law through Legea nr. 190/2018 privind măsuri de punere în aplicare a Regulamentului (UE) 2016/679 al Parlamentului European și al Consiliului din 27 aprilie 2016 privind protecția persoanelor fizice în ceea ce privește prelucrarea datelor cu caracter personal și privind libera circulație a acestor date, publicată în Monitorul Oficial al României, Partea I, nr. 651 din 26 iulie 2018. This is crucial for all businesses handling personal data.

• Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing (AMLD 4) , implemented in Romania via Legea nr. 129/2019 pentru prevenirea și combaterea spălării banilor și finanțării terorismului, precum și pentru modificarea și completarea unor acte normative, publicată în Monitorul Oficial al României, Partea I, nr. 589 din 18 iulie 2019. This specifies beneficial ownership disclosure requirements.

Step-by-Step Process / Requirements

Establishing a company in Romania for an EU citizen generally involves several key stages, predominantly handled through the National Trade Register Office (ONRC). The most common legal form chosen by foreign investors is the Limited Liability Company (Societate cu Răspundere Limitată – SRL).

1. Choose a Company Name and Verify Availability:

   • Requirement: The proposed company name must be unique and distinguishable from existing names. It is advisable to list several options. Reservation is made electronically through the ONRC portal. Verification takes typically 1-2 business days.
   • Document: Application for name verification and reservation (Cerere de verificare disponibilitate și/sau rezervare firmă – Anexa 1 la Ordinul Ministrului Justiției nr. 2594/2008 privind aprobarea unor formulare-tip utilizate în procedura de înregistrare în registrul comerțului, cu modificările și completările ulterioare, publicat în Monitorul Oficial al României, Partea I, nr. 825 din 4 decembrie 2008).

2. Establish a Registered Office (Sediul Social):

   • Requirement: A physical address in Romania is mandatory. This can be owned, rented, or provided via a contract with a law firm or virtual office provider. The validity of the use of the space must be proven.
   • Document: Proof of registered office (e.g., rental agreement, sale agreement, commodate agreement, or a declaration of consent from the owner, certified by a notary public or lawyer).

3. Draft the Articles of Association (Act Constitutiv):

   • Requirement: This is the foundational legal document outlining the company's structure, shareholders, share capital, management, and activities. For an SRL, it must specify the company name, registered office, objects of activity (CAEN codes), share capital (minimum RON 200 as per Legea nr. 31/1990, art. 16 alin. (2)), details of the founders, administrators, and their powers. It must be signed by all founders.
   • Document: Original Articles of Association, signed by founders (either in person before a notary, or with legalized signatures, potentially via power of attorney).

4. Deposit Share Capital:

   • Requirement: The minimum share capital for an SRL is RON 200 (approximately EUR 40-45 depending on the exchange rate). This amount must be deposited into a bank account opened in the company's name (or a preliminary account if the company ID is not yet issued). A proof of deposit is essential. As of 2026, some banks might require the company's unique registration code (CUI) even for initial deposits, which might necessitate opening the account after ONRC registration and then providing proof. However, for a fully smooth process, preliminary accounts or deposits in an administrator's account for the company during formation are often managed by legal counsel in coordination with banks.
   • Document: Bank statement/confirmation of share capital deposit.

5. Appoint Administrator(s):

   • Requirement: At least one administrator (director) must be appointed, who can be an EU citizen. Details of the administrator(s) (full name, address, personal identification number/passport details) must be included in the Articles of Association. A declaration of acceptance of appointment and a declaration that they meet the legal conditions to be administrators (e.g., not having a criminal record for certain offenses, as per Legea nr. 31/1990, art. 177) are required. They must also provide a specimen signature.
   • Document: Declarations on own responsibility of administrators (declarații pe propria răspundere), specimen signature notarized.

6. Submit Registration File to ONRC:

   • Requirement: All collected documents, along with the registration application, are submitted to the Trade Register Office in the county where the registered office is located. Submission can be done in person, by registered mail, or electronically via the ONRC portal (requiring a qualified electronic signature).
   • Documents:
     • Registration application form (Cerere de înregistrare, Formularul-tip prevăzut de Ordinul Ministrului Justiției nr. 2594/2008).
     • Reservation of company name (Rezervare firmă).
     • Articles of Association (Act Constitutiv).
     • Proof of registered office.
     • Bank statement/confirmation of share capital deposit.
     • Copies of ID documents for founders and administrators (for EU citizens, usually passport or national ID card).
     • Declarations on own responsibility for founders (if individuals) and administrators.
     • Specimen signature for administrators.
     • Power of attorney (if using a lawyer or representative).
     • Proof of payment of application fees. (See Costs section).

7. Obtain Registration Certificate and CUI:

   • Requirement: Once the file is processed and approved, the ONRC issues the Certificate of Registration (Certificat de Înregistrare) which includes the company's unique registration code (Cod Unic de Înregistrare – CUI). This CUI also serves as the company's fiscal identification code.
   • Outcome: Company officially registered, with a CUI and J-number (e.g., J40/XXXX/YYYY).

8. Register for VAT (if applicable) and other taxes:

   • Requirement: Companies exceeding a certain turnover threshold (currently RON 300,000 as per Codul Fiscal, Legea nr. 227/2015, art. 310 alin. (1) ) are mandatory VAT payers. Others can opt for VAT registration. Registration is done with ANAF. This is generally handled automatically by ONRC in conjunction with ANAF, but confirmation is always required.
   • Document: Fiscal registration application (Formular 010 or 011 for VAT registration) to ANAF, if not done automatically or if subsequent changes are needed.

9. Register Employees with ReGES-Online (formerly ReGES):

   • Requirement: Any employment contracts must be registered with the General Register of Employees (ReGES-Online) before the employee commences work, as mandated by Hotărârea Guvernului nr. 295/2025 privind organizarea și funcționarea Registrului General de Evidență a Salariaților (ReGES) , publicată în Monitorul Oficial al României, Partea I, nr. X din [date nou pentru HG 295/2025, înlocuiește HG 905/2017].

Costs and Timeline

The costs and timelines associated with company formation in Romania are generally reasonable, but can vary depending on the complexity of the file and whether professional assistance is engaged.

Official Fees (approximate, subject to change):

Timeline:

• Step 1 (Name Check): 1-2 business days.
• Step 2-5 (Document Preparation): 3-7 business days, depending on stakeholder availability, notarizations, translations, and legal drafting time.
• Step 6 (ONRC Submission & Processing): 3-5 business days from the complete submission of the file. This timeframe is generally respected by ONRC for standard registrations, as per Legea nr. 265/2022, art. 30 alin. (3) , which mandates processing within 3 business days, although in practice it can sometimes extend particularly during peak periods.
• Step 7 (Post-Registration, VAT, ReGES): 1-5 business days.

Overall Estimated Timeline: A minimum of 7-15 business days from initiation to full registration, provided all documents are correct and complete. Engaging legal counsel can significantly expedite this process and minimize errors.

Comparison Table

Comparison of Popular Romanian Legal Forms for EU Investors

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Key Considerations / Common Pitfalls

Navigating the Romanian company formation landscape requires attention to detail. Here are some key considerations and common pitfalls:

Recent Changes 2026

As of May 2026, several legislative adjustments enacted in late 2025 and early 2026 are pertinent for foreign investors:

Frequently Asked Questions

Can an EU citizen be the sole shareholder and sole administrator of an SRL in Romania?

Yes, an EU citizen can be both the sole shareholder and sole administrator of a Romanian SRL (Limited Liability Company). This is explicitly permitted under Legea nr. 31/1990, art. 12 alin. (1) și art. 12 alin. (3) , which states that an individual can be a sole associate in only one SRL, and an SRL cannot have as a sole associate another SRL run by a sole associate. This single-person SRL structure is very popular among expat entrepreneurs and foreign investors looking for a simplified internal governance structure and limited liability.

What is the minimum share capital required for an SRL?

The minimum share capital required for an SRL in Romania is RON 200, as established by Legea nr. 31/1990, art. 16 alin. (2) . This amount is relatively low compared to other EU jurisdictions, making company formation financially accessible. The entire amount must be deposited prior to registration, and proof of deposit must be submitted to the National Trade Register Office (ONRC).

Do I need a Romanian Personal Numeric Code (CNP) to register a company?

No, as an EU citizen, you do not necessarily need a Romanian Personal Numeric Code (Cod Numeric Personal – CNP) to register a company. Your national identification number from your EU passport or national ID card, along with other personal details, is generally sufficient for registration purposes with the ONRC. However, for certain subsequent interactions with public institutions, such as opening specific types of bank accounts or for direct employment as a local resident, acquiring a CNP (via a residence permit) might eventually become advantageous or necessary. It is advisable to consult with legal counsel regarding specific plans.

Can I use my home address in another EU country as the registered office for my Romanian company?

No, you cannot. A Romanian company must have a registered office (sediul social) with a physical address located within Romania. This requirement is fundamental for legal and tax purposes, as it determines the competent Trade Register Office and tax authority. Using a virtual office service or renting a dedicated commercial space are common and compliant solutions for this requirement.

Is it mandatory to have an accountant from the beginning of company operations?

While not legally mandatory to appoint an accountant at the exact moment of company registration, it is highly advisable and practically indispensable. Romanian law requires all companies to maintain proper accounting records in accordance with Legea contabilității nr. 82/1991, republicată, cu modificările și completările ulterioare, and to submit regular fiscal declarations. An experienced accountant or accounting firm is crucial for ensuring compliance with tax laws, preparing financial statements, and managing payroll (if applicable). Avoiding accounting services from the start can lead to errors, fines, and serious tax issues.

What are the main ongoing compliance requirements after company formation?

Once registered, a Romanian company has several ongoing compliance obligations. These include: submitting annual financial statements to the Ministry of Public Finance and ONRC, filing various tax returns (e.g., corporate income tax, VAT, social contributions) with ANAF, maintaining accurate accounting records, updating corporate information with ONRC as changes occur (e.g., changes in shareholders, administrators, registered office), and if employing staff, ensuring timely registration and updates in ReGES-Online and managing payroll and contributions. Declaration of beneficial owners must also be updated annually or within 15 days of any change, as per Legea nr. 129/2019, art. 29 alin. (1) și alin. (2) .

How long does it typically take to obtain a VAT number after company registration?

For companies that are mandatorily VAT registered (i.e., expected to exceed RON 300,000 turnover), the ONRC typically processes the VAT registration automatically with ANAF, and the VAT number (which is the same as the CUI, but indicating active VAT status) is issued concurrently with the company registration certificate, or shortly thereafter. For voluntary VAT registration, the process can take longer, from a few weeks to a few months, as ANAF conducts thorough checks and may request additional documentation and clarifications to assess the company's genuine intent to conduct economic activities. This process is governed by Codul Fiscal, Legea nr. 227/2015, art. 316.

Are there any specific industry licenses or permits needed in addition to company registration?

Yes, depending on the specific activities of your company, you may need additional licenses, permits, or authorizations from relevant sector-specific regulatory bodies after the initial company registration. Examples include licenses for financial services, environmental permits, food safety authorizations, permits for construction, specific tourism licenses, or health and safety approvals. It is critical to identify all required permits for your intended activities early on to avoid operational delays or legal non-compliance. This often falls under the scope of administrative law governing specific economic sectors.

What are the tax implications for an SRL choosing the micro-enterprise tax regime?

Until recent amendments, a micro-enterprise in Romania typically paid either 1% (if it had at least one employee) or 3% (if it had zero employees) of turnover, up to a maximum turnover of EUR 500,000 (equivalent in RON, approx. RON 2,500,000, as per Codul Fiscal, art. 47 alin. (1) lit. c) and art. 51 alin. (1) lit. a-b) ). As of 2026, the 3% rate for zero employees has been eliminated; all micro-enterprises must now have at least one employee to benefit from the 1% turnover tax regime. If no employees, the company defaults to the standard corporate income tax regime (16% profit tax, as per Codul Fiscal, art. 17). Additionally, to be eligible, a micro-enterprise cannot generate more than 20% of its total revenues from consulting and management services, and its share capital must not exceed RON 25,000 and the company cannot hold more than 25% of another company with a similar tax status. These conditions are set forth in Codul Fiscal, Titlul III. Regular consultation with a tax advisor is crucial.

Conclusion and Next Steps

Romania offers a dynamic and opportunity-rich environment for EU citizens seeking to establish new businesses. The streamlined process, coupled with competitive operational costs and access to the EU single market, makes it an attractive destination. However, successful company formation and subsequent operation hinge on a meticulous understanding of the legislative framework and strict adherence to administrative procedures. Key areas such as registered office validity, correct CAEN codes, beneficial ownership declarations, and fiscal compliance demand careful attention from the outset.

The recent legislative changes, particularly the transition to ReGES-Online for employee registration and potentially stricter conditions for fiscal regimes such as micro-enterprise, underscore the need for up-to-date legal advice. Engaging with experienced legal professionals in Romania is not merely an expense, but a strategic investment that ensures compliance, mitigates risks, and facilitates a smooth and efficient market entry. The firm at Pantilimon Cabinet Avocatură - Law Office possesses in-depth expertise in Romanian corporate law and stands ready to guide foreign investors through every step of the company formation process.

For personalized legal guidance tailored to your specific investment objectives in Romania, please do not hesitate to contact Pantilimon Cabinet Avocatură - Law Office at office@pantilimon.ro or visit our website at www.pantilimon.ro. We look forward to assisting you in establishing a successful presence in Romania.

*Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific legal guidance, contact Pantilimon Cabinet Avocatură - Law Office at