Corporate · Starting a business
Form an SRL or PFA 100% online
Online formation means more than uploading forms. The choice between an SRL and PFA, CAEN activities, representation rules and premises documents must be settled before filing so the legal form supports how the business will actually operate.
SRL or PFA: the choice is not only about tax
An SRL is a separate legal entity allowing organisation of relations between shareholders, directors and the company. A PFA is built around an individual’s activity and has its own organisational and liability regime. The distinction must be assessed through the activity’s nature, contractual exposure, employee requirements, planned investment and how income will be withdrawn.
Tax treatment can significantly change the economic outcome but must be checked separately at formation with an accountant or tax adviser. A legal information page cannot replace a tax simulation tailored to estimated revenue and expenses.
- SRL: suitable where separation of assets, several shareholders or a scalable structure is needed.
- PFA: suitable for activity organised mainly around the holder’s own work, within the applicable special regime.
- Regulated professions: may require a practice form specified by professional legislation rather than an ordinary SRL or PFA.
Decisions needed before the ONRC filing
A correct filing starts with coherent decisions, not mechanical completion of a template. The name, premises, activities and director’s powers must appear consistently across all documents.
- The name and alternative choices.
- The registered office and legal entitlement to use the premises.
- The principal and secondary activities under CAEN Rev.3.
- Shareholders, contributions and allocation of shares.
- The director, appointment term and representation arrangements.
- Activities at the registered office, third-party premises or business locations.
- Circumstances requiring special approvals or authorisations.
Online procedure and signing documents
Law No. 265/2022 permits electronic submission of applications and documents to the trade register. Documents requiring signature must be prepared and signed in the form accepted by law and the ONRC workflow, and the filer must have the required capacity or authority.
‘100% online’ describes the procedural channel; it does not eliminate identity checks, proof of premises, declarations on one’s own responsibility or activity-specific documents. If the registrar requests additions, they must be provided within the specified deadline.
Checks before starting operations
A registration certificate does not automatically mean every activity can begin immediately. After registration, tax obligations, bank accounts, accounting records, sectoral authorisations, contracts and data-protection or employment documents must be checked as appropriate.
- Company details and authorised activities in ONRC documents.
- Paying in capital and establishing banking arrangements where appropriate.
- Tax registration settings and invoicing arrangements with the accountant.
- Local or sectoral authorisations needed before operating.
- Agreements with founders, employees, suppliers and customers.
- Protection of the name, domain, trademark and digital assets.
How we work together
- 01Assessment of the situation
We clarify the company structure, transaction objective, deadlines and any conditions in the articles of association.
- 02Document review
We check corporate documents, trade-register information and supporting documents relevant to the transaction.
- 03Drafting and alignment
We prepare the necessary resolutions, documents and declarations and align them for formation and commencement of operations.
- 04Filing and follow-up
Documentation is prepared for signing and filing; we follow requests for additional documents through determination, within the scope of the engagement.
Frequently asked questions
Can the company be formed without visiting ONRC?+
In many cases, yes. The file can be submitted electronically with appropriately signed documents. However, certain related operations or specific requirements may involve additional identification or documents.
Is one CAEN code enough?+
The company must have a principal activity and may include relevant secondary activities. Only genuinely planned activities are selected under CAEN Rev.3, and some sectors require approvals or special conditions.
Does the RON 500 share capital requirement also apply to a PFA?+
No. Share capital is a company-law concept. A PFA operates under Government Emergency Ordinance No. 44/2008 and has no share capital.
Need online formation of an SRL or PFA?
Send your documents for a legal assessment and a solution tailored to your commercial objective.
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Notă juridică și limitarea răspunderii
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Linkuri utile și legislație
