International Insights · 2026
Setting up a company in Romania as a foreign founder
A Romanian legal point of contact for foreign founders and companies launching, contracting, hiring or acquiring assets in Romania.
Consultations and professional correspondence are available in Romanian or English. Other language versions of this website are provided for information.
01
Key legal and practical points
- Romanian company setup and corporate documentation
- Local contract and regulatory due diligence
- Remote document review, negotiation and legal opinions
- Coordination with accountants, notaries and foreign counsel when required
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Choosing the right Romanian presence before filing
A foreign founder should begin with the commercial model, not with a registration form. A Romanian limited liability company, or SRL, is often suitable for an operating business because it has separate legal personality and limited shareholder liability. It is not the only option. A foreign company may use a Romanian subsidiary, register a branch, appoint a distributor, or initially sell cross-border without a permanent local establishment. The correct choice depends on where contracts are signed, where management decisions are taken, whether people or stock will be located in Romania, and whether the activity is regulated. Those facts also influence tax residence, permanent-establishment exposure, accounting and employment obligations.
Nationality alone does not normally prevent a person from holding shares in a Romanian company, but incorporation and immigration are separate legal questions. Ownership of an SRL does not automatically give a non-EU national a visa or residence right. Before registration, founders should therefore document the intended role of each shareholder and administrator, the source of funds, the operational address, the expected customers and the countries from which the business will be managed. This short preliminary exercise avoids creating a company that cannot lawfully employ its founder, open the required account, obtain a sector licence or support the intended residence route.
Name, registered office, activities and governance
The incorporation file must reflect a real governance plan. The company name is reserved through the Trade Registry, but reservation does not replace the registrar's final legality check. The registered office needs a valid legal basis, such as ownership, lease or another accepted right of use. The objects of activity must use the CAEN classification applicable on the filing date and should cover the activities the company will actually perform. A broad list is not a substitute for identifying activities that require prior authorisation, professional qualifications, environmental approval or other sector-specific conditions. The operating declaration must also correspond to the places and manner in which the activity will be carried out.
The articles of association should identify the shareholders, contributions, administrators, representation powers, decision rules and profit allocation. A template can register a simple company, but it may be unsuitable where there are several founders, external investment, intellectual-property contributions or different operational roles. Matters such as reserved decisions, transfer restrictions, deadlock, vesting, leaver events and funding obligations often belong in carefully coordinated constitutional documents and, where appropriate, a shareholders' agreement. The authority of each administrator should be clear to banks, counterparties and the Registry. Foreign corporate shareholders also need evidence of their existence and of the authority of the person signing for them.
Preparing foreign documents and the registration file
The exact file depends on the founders and the chosen structure, but it commonly includes the name reservation, incorporation application, articles of association, evidence of the registered office, identity or corporate documents, declarations required from founders and administrators, beneficial-owner information and any prior approvals required for the activity. Under the Trade Registry framework, the application may be signed by the legal representative, an authorised person, a lawyer acting under a legal assistance mandate, or another person permitted by law. Electronic filing is possible where the documents and signatures satisfy the applicable formal requirements.
Documents issued abroad require an early formality check. Depending on the issuing country and document, an apostille, consular legalisation, certified copy or authorised Romanian translation may be needed. A foreign individual or foreign-company representative who is not fiscally registered in Romania may have to provide the specific authenticated declaration accepted in place of Romanian fiscal-record evidence. Names, addresses and identification numbers should be reproduced consistently across translations, powers of attorney and Registry forms. In practice, many delays come not from the legal concept of the company but from expired extracts, incomplete representation chains, inconsistent transliteration or a document signed in a form that cannot be used in Romania.
What registration does—and does not—complete
Registration creates the company, but it does not complete the launch. Management should arrange accounting, tax registrations, invoicing processes, a bank or payment account, internal approval rules and beneficial-owner updates whenever relevant facts change. VAT treatment should be checked against the actual supply chain, especially for intra-EU goods, cross-border services, digital products and transactions involving consumers. A new company should also determine whether it needs employment registrations, occupational-safety documentation, data-protection notices, consumer terms, website disclosures, licences, trademarks or import and product-compliance arrangements. These obligations are driven by activity, not merely by the fact that an SRL exists.
Bank and payment-provider onboarding is a separate risk review. Institutions may request ownership charts, source-of-funds evidence, contracts, business plans and explanations of countries or sectors involved. The registered beneficial-owner information should match the supporting corporate chain. Founders should also decide how contracts entered into before incorporation will be adopted and who bears liability for pre-incorporation commitments. If personal data, software, brands or other assets are transferred to the company, the transfer and valuation should be documented. A clean corporate record from the first day is significantly easier to maintain than a file reconstructed during investment, due diligence or a dispute.
A practical order of work for foreign founders
An efficient sequence is to map the business and immigration position, select the legal presence, screen licences and tax issues, reserve the name, secure the office, agree governance, collect and legalise foreign documents, prepare the articles and declarations, and only then submit a coherent Registry file. The expected filing time should be treated as indicative and should start only when all documents are usable. Registrar observations, foreign-document formalities and sector approvals can extend the process. No responsible adviser should promise that a company will be operational merely because a standard registration period is short.
Before filing, founders should be able to answer five questions: who owns and controls the company; who may bind it and within what limits; what activities it will perform and where; what money, people, data and intellectual property will enter the business; and which registrations must follow incorporation. The legal work should produce more than a registration certificate. It should leave the company with a governance map, a post-registration checklist, a record of the beneficial-owner analysis and a clear list of assumptions that require tax, immigration, regulatory or local professional confirmation. That is the difference between forming an entity and building a Romanian operation that can actually function.
04 · PROCESS
How the work is delivered
Scope
We identify the jurisdictions, business model, documents, deadlines and decision points.
Risk map
You receive a practical view of material legal risks, assumptions and available routes.
Delivery
Advice is converted into contracts, policies, notices, checklists or a written legal opinion.
Implementation
We refine the documents, support negotiation and clarify the actions your team must take.
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Official sources and current-law checks
Reviewed for the legal framework in force in 2026.
AVOCAT BASUC
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Describe the product, jurisdictions and desired deliverable. The first response will focus on scope, prerequisites and a realistic route forward.