ROMANIA LEGAL DESK · COMPANY FORMATION
Starting a company in Romania
A Romanian company can be incorporated remotely in many cases, but a reliable market entry requires more than a registration certificate. The structure, ownership record, management powers, tax setup and commercial documents should work together from the first day.
Consultations and professional correspondence are available in Romanian or English. Other language versions of this website are provided for information.
- Most used formSRL · limited liability company
- Foreign ownershipGenerally permitted
- Practical project windowUsually 5–10 working days
- DeliveryRemote-first, subject to documents
01 · ORIENTATION
A company that is ready to operate — not merely registered
For most privately held ventures, the Romanian limited liability company (societate cu răspundere limitată, or SRL) is the natural starting point. It offers a separate legal personality, limited liability and a flexible framework for one or several shareholders. Foreign individuals and companies may generally hold the shares and may appoint foreign directors. The correct structure nevertheless depends on the planned activity, financing model, number of founders, regulated permissions and the way decisions will be taken after incorporation.
Romania’s Trade Registry has become substantially digital. A filing may be signed and submitted electronically, and the registrar is expected to decide a complete application within the statutory processing framework. That does not mean every project is a one-day exercise. Preparing foreign corporate documents, obtaining certified translations, resolving beneficial-owner information, confirming the registered office and coordinating banking or tax formalities usually determines the real timetable.
02 · SCOPE
What the legal work can include
- Structure and activity-code review before filing
- Name reservation and Trade Registry documentation
- Articles of association tailored to ownership and management
- Registered-office and beneficial-owner documentation
- Powers of attorney and coordination of certified translations
- Corporate resolutions, director mandates and signature rules
- Post-incorporation legal checklist for contracts, staff and compliance
03 · INPUTS
What is normally requested
- Passport or identity documents for individual founders and directors
- Current registry extracts and constitutional documents for corporate founders
- Ownership chain and beneficial-owner information
- Proposed company name, activities, ownership percentages and director powers
- Registered-office evidence and, where relevant, regulated-sector information
04 · LEGAL ANALYSIS
Choosing the structure before choosing the forms
The incorporation documents should reflect the actual deal between the founders. A generic articles-of-association template may register the company, yet leave essential questions unanswered: who can bind the company, whether directors act separately or jointly, which decisions require shareholder approval, how new investment is admitted and what happens when owners disagree. If there are several founders, governance and transfer rules deserve attention before shares acquire value.
The activity description also matters. Romania uses the current national classification of economic activities, while certain fields require authorisations, professional qualifications or regulatory clearance beyond the Trade Registry filing. Selecting a broad list of activities does not replace sector analysis. The project should identify the principal revenue activity, activities performed at the registered office or other locations, and any licensing conditions before commercial launch.
Capital, ownership and management in 2026
Law no. 239/2025 changed the minimum share-capital framework for SRLs. A newly established SRL is subject to a minimum capital of 500 lei. The law also links a 5,000 lei minimum to companies whose reported net turnover exceeds 400,000 lei, with transition and adjustment rules that should be checked against the company’s financial position. Share capital is therefore no longer a box to complete from an outdated template.
The registered ownership and the beneficial ownership are related but distinct. The Trade Registry records shareholders, while anti-money-laundering rules require accurate information about the natural persons who ultimately own or control the company. The beneficial-owner statement may, where the statutory conditions are met, be incorporated into the articles of association. Changes in ownership or control should be documented and filed promptly rather than left for the next annual review.
Remote incorporation and foreign documents
A foreign founder will often be able to complete the legal filing without travelling to Romania. The practical route depends on the available electronic signatures, the form of the powers of attorney and the country in which supporting documents were issued. Public documents may require an apostille or another authentication route, followed by an authorised Romanian translation. Corporate founders normally provide evidence of existence, registered office, representatives and the resolution approving the Romanian investment.
Under Law no. 265/2022, physical appearance is not a routine requirement merely because a founder is foreign. The registrar may, however, require additional verification where identity or representation raises justified concerns. A file should therefore make the authority of every signatory transparent. This is particularly important where a corporate group uses several layers of ownership or a professional representative signs the filing.
What follows incorporation
The registration certificate is the beginning of operations, not the end of the legal project. The company should confirm its tax vector with its accountant, open and operationalise its bank account, establish internal signing authority, issue the required corporate records and put its core contracts in place. Depending on the business, employment, consumer, e-commerce, GDPR, cybersecurity, environmental or sector-specific obligations may apply before the first customer is served.
Foreign founders should also separate company obligations from personal immigration rights. Owning or managing a Romanian company does not automatically grant a non-EU national the right to reside or work in Romania. If relocation is planned, the corporate and immigration workstreams should be coordinated from the start so that the chosen role, remuneration and documentation support the appropriate legal route.
05 · DELIVERY
A controlled formation process
Scoping
Confirm founders, activities, governance, capital and regulated requirements.
Documents
Prepare Romanian instruments and validate foreign supporting documents.
Registration
Submit the complete Trade Registry file and answer any registrar observations.
Launch
Coordinate corporate records, accounting, banking and the first operational contracts.
06 · TIMING
Timing in context
Usually 5–10 working daysThe registrar’s statutory decision period for a complete file is shorter, but foreign documents, translations, regulated activities and post-incorporation setup can extend the overall project. Timing is confirmed after document review.
07 · FAQ
Must I travel to Romania to incorporate?
Often no. A remote route is usually possible with correctly executed authority and supporting documents, but the exact formalities depend on the signing method and issuing country.
Can one person own the entire SRL?
Yes. An SRL may generally have a sole shareholder, subject to the applicable company-law rules and the founder’s particular circumstances.
Does incorporation include tax advice?
Corporate formation and tax planning are separate disciplines. Legal structuring is coordinated with a Romanian accountant or tax adviser where tax registration, VAT, payroll or cross-border questions arise.
08 · PRIMARY SOURCES
Official legal sources
Legal review: 7 September 2026. Rules and registry practice should be reconfirmed for the filing date.
AVOCAT BASUC
Build the Romanian operation on clear legal foundations
Send the proposed ownership, activity and launch plan. You will receive a scoped route, a document list and a written fee proposal before substantive work begins.