Starting a Business in Romania as a Foreigner

Romania has become a serious option for foreign entrepreneurs who want an EU company with relatively low taxes, access to the European single market, and the possibility to incorporate with a very modest share capital. Romania is an EU Member State and is now fully integrated into the Schengen free-movement area, which further simplifies cross-border travel and logistics within Europe.

Crucially, both EU and non-EU citizens can own 100% of a Romanian company. Foreign individuals and foreign companies may hold all the shares in a Romanian limited liability company (SRL), and there is no legal requirement for a Romanian “nominee” or local shareholder. There is also no general residency requirement for directors, as long as the general eligibility rules in company law are met.

In parallel, the company formation process itself has become increasingly digital. The National Trade Register Office (ONRC) now accepts online submissions, and many law firms offer 100% online incorporation, using a power of attorney and video identification, so that founders do not have to travel to Romania in person.

This guide walks you step-by-step through how a foreigner (EU or non-EU) can incorporate a Romanian company, what types of entities are available, which structure normally makes sense, and what to expect in terms of timeline, costs, and practical obstacles.

Important disclaimer: Romanian company law and tax rules change frequently, especially the micro-company regime. This article is for information only and is based on sources available up to late 2025. For binding advice, you should always verify the latest rules directly on official sources such as ONRC, Companies Law no. 31/1990 and ANAF, or obtain individual legal advice.

Why Foreigners Choose Romania to Incorporate

1. Corporate tax rates and micro-company regime

Romania’s standard corporate income tax (CIT) rate is 16%, a flat rate that has remained relatively stable and is among the lower corporate tax rates in the EU. The standard VAT rate is 19%, with reduced rates for specific goods and services.

For small companies, Romania applies a micro-enterprise regime (turnover tax) instead of profit tax, subject to a series of conditions. Under current rules and recent tax updates, the basic architecture is broadly as follows:

Micro-enterprise tax is an optional regime for Romanian legal entities that meet eligibility criteria (turnover ceiling, activity type, shareholding restrictions, number of employees).
The company must generally stay under a turnover ceiling expressed in euro. For recent fiscal years, the ceiling to remain micro has been the lei equivalent of EUR 500,000, with phased reductions already approved for coming years (for example, towards EUR 250,000 and then EUR 100,000).
Tax is calculated as a percentage of revenue (not profit). Common brackets applied in practice include:
- 1% on turnover for companies under a lower threshold (for example, around EUR 60,000) and meeting certain conditions, including at least one employee.
- 3% on turnover for companies between that lower threshold and the overall micro ceiling, and for certain activities.
The company must generally employ at least one full-time employee (or equivalent) to remain in the micro regime; otherwise it may be required to switch to 16% profit tax.

Because the micro regime is turnover-based, it can be extremely attractive for low-margin consulting or services companies up to a certain size, but it becomes less attractive once margins or turnover increase. You should plan carefully with a tax adviser, especially given the trend of tightening thresholds and conditions.

2. EU single market and Schengen access

By incorporating in Romania, your company operates from within the EU single market, benefiting from the freedoms of establishment and provision of services across the EU/EEA. Romania’s EU membership and integration into the Schengen area (air, sea and land borders) simplify logistics, travel and supply chains inside Europe.

3. Access to a growing, cost-competitive market

Romania combines an EU legal environment with comparatively low labour costs and a strong IT and tech sector. Cities like Bucharest, Cluj-Napoca, Iași and Timișoara host vibrant startup ecosystems, shared service centres and R&D hubs for multinational companies. This makes Romania attractive both as an operational base and as a nearshoring destination for EU businesses.

4. Flexible rules for foreign ownership and administration

Romanian company law does not generally distinguish between Romanian and foreign shareholders. Foreign individuals and foreign companies may own 100% of the shares in an SRL or SA. There is also no legal requirement for a Romanian resident director: administrators can be non-residents, provided they meet the general eligibility criteria in the Companies Law.

In practical terms, this means that a non-resident entrepreneur can own and manage a Romanian company entirely from abroad, subject to appointing local representatives where needed (for tax, banking, or day-to-day operations).

Main Types of Romanian Companies for Foreigners

SRL (Societate cu Răspundere Limitată – Limited Liability Company)

The SRL is by far the most common vehicle for both local and foreign entrepreneurs. It is broadly equivalent to a UK limited company (Ltd) or a German GmbH.

Key features:

Legal basis: Title III of Companies Law no. 31/1990.
Shareholders: Between 1 and 50 shareholders (natural or legal persons, Romanian or foreign).
100% foreign ownership: Foreign individuals and foreign companies may hold all the quotas (shares) in an SRL; no Romanian shareholder is required.
Minimum share capital: The legal minimum share capital for an SRL is currently 1 RON, a purely symbolic amount.
Liability: Shareholder liability is limited to their contribution to the share capital; creditors cannot normally pursue shareholders personally for company debts.
Management: One or more administrators (directors) appointed by shareholders’ resolution or the Articles of Association. They can be Romanian or foreign, resident or non-resident.
Flexibility: SRLs allow flexible profit distribution, relatively simple governance and no mandatory audit or supervisory board below certain thresholds.

For most foreign entrepreneurs—especially consultants, IT service providers, e-commerce businesses or holding structures—the SRL is usually the default and most efficient choice.

SA (Societate pe Acțiuni – Joint Stock Company)

The SA is Romania’s classic joint stock company, typically used for larger businesses, regulated sectors (e.g. banking, insurance) or companies that plan to list on the Bucharest Stock Exchange.

Key features:

Legal basis: Title II of the Companies Law no. 31/1990.
Minimum share capital: At least the RON equivalent of EUR 25,000, with a statutory minimum (for example, around 90,000 RON, subject to periodic adjustment).
Shareholders: At least two shareholders; no maximum.
Liability: Shareholders are liable only up to the value of their subscribed shares.
Governance: More complex structures (board of directors and, in many cases, supervisory bodies), more stringent reporting and corporate governance obligations.

For a typical foreign SME or startup, an SA is overkill. It becomes relevant if you are planning a large-scale operation, need regulated status, or intend to raise capital from many investors or through the stock exchange.

Branch vs. Subsidiary vs. Representative Office

Foreign companies do not always need to incorporate a Romanian legal entity. The main alternatives are:

Subsidiary: A Romanian company (usually SRL or SA) whose shares are held by the foreign parent company. The subsidiary has its own legal personality, its own CUI (tax ID) and is subject to Romanian corporate and tax law like any other Romanian company.
Branch (sucursală): A registered branch of the foreign company, without separate legal personality. It is registered with ONRC but remains legally part of the foreign parent, which is fully liable for its obligations. Branches must keep separate accounting for their Romanian operations.
Representative office (reprezentanță): A liaison or marketing office of the foreign company in Romania. It typically cannot engage in commercial activities (no invoicing for Romanian-sourced sales); instead, it performs promotion, market research, liaison and similar functions, and is authorised under specific regulations and a separate registration procedure.

In practice:

A subsidiary SRL is the standard choice if you want a full Romanian operating company that can contract and invoice in its own name.
A branch may be useful when you want a very tight integration with the parent and are comfortable with direct parent liability for Romanian operations.
A representative office suits companies that want a local presence for marketing or liaison but not to conduct taxable trading activities in Romania.

Step-by-Step Incorporation Process

1. Checking and reserving the company name with ONRC

Before you can incorporate any Romanian company, you must reserve a unique company name with the National Trade Register Office (ONRC).

The typical process is:

Prepare 2–3 alternative names including the legal form (e.g. “Blue Danube Logistics SRL”). Romanian law requires the name to contain at least one Romanian element (e.g. “SRL”) and not to conflict with existing registrations.
Use the ONRC online portal to check availability and submit a name reservation application. This can be done entirely online by the founders or by a Romanian lawyer using a power of attorney.
Pay the official fee for name reservation; the exact amount is modest but should be checked on the up-to-date ONRC tariff list.
Receive the name reservation certificate, usually within one business day when filed correctly. This certificate must be included later in the incorporation file.

2. Registered office options (leased office, home address, virtual office)

Every Romanian company must have a registered office (sediu social) stated in the Articles of Association and supported by property documentation filed with ONRC.

Accepted options include:

Leased office or commercial space: You provide the lease agreement and, where required, the owner’s written consent for use as registered office.
Home address (residential): For small service businesses, using an apartment as registered office is common, subject to neighbour/association approvals in some cases and the relevant declarations filed with ONRC.
Virtual office / registered office service: Many providers offer a legal registered office address with mail handling and sometimes basic administrative services. These are widely used by foreign-owned SRLs that do not initially need a full physical office.

ONRC provides standard forms for the declaration regarding activity at the registered office (for example, declaring that no activity is carried out at the office for a certain period). In practice, your Romanian lawyer or service provider will prepare the correct combination of lease, owner’s consent and ONRC forms.

3. Drafting Articles of Association (core clauses to include)

The Articles of Association (contractul de societate / actul constitutiv) is the company’s core constitutional document. Law 31/1990 specifies the minimum content, which must be filed with ONRC.

For a standard SRL, the Articles of Association should at least cover:

Company name and legal form (e.g. SRL).
Registered office address.
Company duration (usually unlimited).
Business object (CAEN codes), including main and secondary activities.
Share capital amount, number and nominal value of quotas, and allocation between shareholders.
Rules on transfer of quotas to other shareholders or third parties.
Management structure (administrator(s)), appointment, powers, and representation rules.
Shareholders’ general meeting, voting rules, and quorum.
Profit distribution and loss coverage rules.
Procedures for amendments, mergers, dissolution and liquidation.

Many foreign founders rely on templates from law firms or on practical English-language guides such as the “Company Formation in Romania 2024” guide from MLegal Partners or other reputable company-formation manuals, which summarise the mandatory clauses under Law 31/1990 and typical market practice.

4. Bank account and share-capital deposit

Traditionally, founders open a temporary corporate bank account in the company’s name, deposit the share capital, and obtain a bank certificate to attach to the ONRC file.

In practice, this step is now the single biggest obstacle to a 100% remote incorporation, because:

Most Romanian banks require the physical presence of at least one director (administrator) for due diligence and KYC, especially for foreign-owned companies.
Some banks accept opening accounts via a representative holding a notarised power of attorney, but this has become rare and is assessed case by case.
Fintech and digital banking solutions (including EMIs) may offer remote business accounts usable for Romanian companies, but you must check carefully whether a given provider is acceptable for your use case (for example, depositing share capital, paying local salaries, or collecting local payments).

Many foreign founders therefore adopt one of two strategies:

Plan a short trip to Romania for the director to visit a bank and finalise KYC in person.
Use a specialised law firm or corporate services firm that has established procedures with specific banks and can pre-screen your case before you travel.

Once the bank issues the capital deposit certificate, you include it in the incorporation file. After ONRC registration, the temporary account is typically converted into a permanent operational account.

5. Filing the incorporation file with ONRC; using a power of attorney

The incorporation file for an SRL or SA is submitted to the ONRC either through its online portal or physically at the competent Trade Register office. Law 31/1990 and Law 265/2022 on Trade Register procedures govern the documents that must accompany the registration request.

Typical documents include:

Signed Articles of Association.
Name reservation certificate.
Registered office documentation (lease, owner consent, declarations).
Bank certificate showing share capital deposit (for SRL/SA).
Identity documents and declarations on own responsibility for shareholders and administrators (for example, that they meet legal conditions and have no fiscal or criminal prohibitions).
Ultimate Beneficial Owner (UBO) information and, where required, a UBO declaration or supporting forms.
Standard ONRC forms (registration request, declarations regarding activities at the registered office, etc.).

Because many foreign shareholders are not in Romania, the file is almost always submitted through a Romanian lawyer or corporate service provider acting under a special power of attorney. Romanian law allows powers of attorney signed abroad before a local notary (or consular officer), which must typically be apostilled or legalised depending on the country. This is the key element that makes remote incorporation possible: the foreign founder signs a notarised and apostilled power of attorney in their home country, and the Romanian representative handles all ONRC formalities in Romania.

6. Obtaining the registration certificate, CUI, and publication in the Official Gazette

After the file is complete, the Trade Register registrar examines the documentation and either approves or rejects registration. If approved, ONRC issues:

The certificate of incorporation (certificat de înregistrare) with the company’s unique identification code (CUI) and registration number.
The registrar’s conclusion (încheiere), which is published in the Electronic Trade Register Bulletin and summarised in the Official Gazette (Monitorul Oficial, Part IV).

Recent law reforms abolished many registration fees. The incorporation itself, amendments and liquidations are largely tax-free under Law 265/2022, but publication fees (for the Official Gazette or electronic bulletin) still apply.

As for timing, most up-to-date practice-based sources indicate:

Average 3–5 working days from submission of a complete file to ONRC until registration.
Total project time (name reservation, drafting documents, translations, banking, ONRC) of roughly 1–3 weeks in straightforward cases, depending largely on how quickly you supply documents and how fast the bank completes KYC.

Post-Incorporation: What Foreign Founders Must Do Next

1. Tax/VAT registration

Once ONRC registers the company and issues the CUI, the company is automatically known to the tax authorities (ANAF) as a Romanian taxpayer. Many service providers will then handle the necessary tax registrations and options on your behalf.

Key aspects include:

Corporate income tax vs. micro-enterprise tax: On incorporation, you choose whether the company will apply the micro-enterprise regime (turnover tax at 1% or 3%) or standard 16% corporate income tax, subject to eligibility and the evolving rules described earlier.
VAT registration: VAT registration becomes mandatory if turnover exceeds a statutory threshold (for example, one widely cited historical value is 300,000–395,000 RON/year, depending on the fiscal year). Companies can also request voluntary VAT registration earlier (for example, for B2B activities with EU partners).
Intra-Community Operator registration: For cross-border trade in the EU, you may need to register as an intra-community operator and obtain a valid VAT number for VIES.

2. EORI number

If your Romanian company will import or export goods to/from the EU, it usually needs an EORI number (Economic Operators Registration and Identification). An EORI is a unique identifier used for customs purposes across the EU. In Romania, EORI numbers are issued by the Romanian Customs Authority (Autoritatea Vamală Română), and procedures are published on the official customs portal and ANAF communications.

3. Accounting, mandatory registers and ongoing compliance

Romanian companies are obliged to maintain proper double-entry bookkeeping, file annual financial statements and submit periodic tax returns, regardless of whether the shareholders are Romanian or foreign.

In practice, almost all foreign-owned companies in Romania:

Engage a local accounting firm or tax adviser to handle monthly bookkeeping, payroll and tax filings.
File annual financial statements and tax returns with ANAF and (where applicable) ONRC within statutory deadlines.
Keep mandatory registers, such as:
- Shareholders’ register.
- Register of shareholders’ general meeting decisions.
- Register of administrators.
- Beneficial owner information (either filed at ONRC or updated upon any change).

If you plan to hire employees in Romania, you must also comply with Romanian labour law rules regarding employment contracts, minimum wage, working time, and mandatory social security contributions.

Typical Timeline, Costs and Practical Obstacles

1. Typical timeline

Combining several recent English-language guides aimed at foreign investors, a realistic breakdown is:

1–3 days: Decide on structure, gather KYC documents, choose CAEN codes and registered office.
1 day: Company name reservation via ONRC online portal (if no issues arise).
3–7 days: Draft and sign Articles of Association and powers of attorney; arrange translations and apostilles where needed.
3–10 days (variable): Open bank account and deposit capital, depending on bank KYC and whether the director is present in Romania.
3–5 business days: ONRC processing and issuance of certificate of incorporation (once the file is complete).

Overall, a realistic “end-to-end” timeline for a non-resident founder, including banking and document logistics, is typically 1–3 weeks, assuming you work with an experienced local adviser and there are no unusual complexities.

2. State fees, professional fees and other costs

Costs are influenced by the company type, complexity and the level of professional assistance required. In practice you should consider:

State/ONRC fees: Since Law 265/2022, many Trade Register fees for incorporation have been abolished. However, you still pay publication fees in the Official Gazette and/or ONRC’s electronic bulletin, typically in the low hundreds of lei (often under approximately EUR 50).
Registered office / virtual office: Annual packages for a legal registered office for non-resident-owned companies commonly range around EUR 200–400 per year, depending on services included (mail scanning, meeting rooms, secretarial support).
Professional fees for incorporation: Complete company formation packages for foreign founders are often quoted in the EUR 400–1,000 range, depending on complexity (multiple shareholders, cross-border structuring, tight deadlines). Some law firms explicitly advertise full SRL incorporation for around EUR 500.
Translations and apostille: If shareholders are foreign, you must usually translate and notarise corporate documents (e.g. certificates of incorporation, corporate resolutions) and apostille or legalise powers of attorney. Costs vary widely by country but should be factored into your budget.
Accounting & payroll: Ongoing monthly fees for accounting and compliance depend on transaction volume and number of employees, but are generally competitive compared to Western Europe.

3. Practical obstacles for foreign founders

Common obstacles for non-residents include:

Bank account opening and KYC: Most Romanian banks insist on the physical presence of the administrator or a key representative. Even when remote preliminary checks are possible, final account approval often requires an in-person visit because of EU AML rules and heightened risk perception for cross-border structures.
Document formalities: Powers of attorney signed abroad must be notarised and apostilled; corporate documents for foreign shareholders must be recent, translated and sometimes legalised, which can be slow and costly if not planned in advance.
Micro-company regime changes: The criteria and thresholds for micro-enterprises have been amended frequently in recent years. Entrepreneurs who set up a micro-company without understanding the latest rules may lose the regime and be unexpectedly switched to 16% profit tax.
Substance and governance: Banks, tax authorities and counterparties increasingly expect real economic substance (local management, office, employees) rather than purely nominal entities. Poorly designed “paper” structures can attract scrutiny.

Common Mistakes Foreigners Make and How to Avoid Them

Choosing the wrong structure (branch vs. SRL vs. SA): Some foreign companies open a branch or representative office when they actually need an SRL that can contract, invoice and hire in its own name. Others set up an SA, incurring a EUR 25,000+ capital requirement and heavier governance, when a simple SRL would have been sufficient. Always compare structures with a lawyer before deciding.
Underestimating banking requirements: Many founders assume that if incorporation is 100% online, banking will also be fully remote. In reality, most local banks require the personal presence of the administrator, and even fintech solutions have strict KYC for foreign-owned companies.
Ignoring evolving micro-company rules: Entrepreneurs often optimise around the 1% or 3% turnover tax without reading the fine print (employee requirement, revenue thresholds, restricted activities). When thresholds change or conditions are breached, the company may be forced into the 16% profit tax regime mid-year.
Using generic or poorly translated Articles of Association: Copy-paste templates that are not adapted to Romanian law or to your specific situation can create issues when you later transfer shares, attract investors or sell the business. A tailored Articles of Association is especially important if you expect new investors or complex governance in future.
Not planning for UBO and compliance obligations: Even if your structure is simple, you must ensure that beneficial owner data is accurate, that annual financial statements are filed, and that tax returns are submitted on time. Failure can lead to fines or even company dissolution in extreme cases.
Assuming company formation automatically grants Romanian residency: Setting up a company in Romania does not in itself give you the right to live or work in Romania as a non-EU citizen. Separate immigration procedures apply (business visas, residence permits), and you should seek specialised immigration advice for that aspect.

Short FAQ: Starting a Business in Romania as a Foreigner

1. Can a foreigner own 100% of a Romanian company?

Yes. Foreign individuals and foreign companies can own 100% of the shares in a Romanian SRL or SA. Romanian law generally treats foreign and Romanian shareholders equally, and there is no requirement for a Romanian partner or nominee shareholder.

2. Do I need a Romanian partner or resident director?

No Romanian partner is required. There is also no general legal requirement for a resident Romanian director. Administrators of an SRL or SA can be non-residents, subject only to the standard eligibility conditions in the Companies Law (no incompatible positions, no prohibitions, etc.).

3. Can I incorporate a Romanian company fully remotely?

For the ONRC part (Trade Register), yes: incorporation can usually be done 100% remotely using a notarised and apostilled power of attorney and online filing via the ONRC portal. Several law firms advertise complete online incorporation for non-residents.

The main limitation is banking: most standard Romanian banks require the administrator’s physical presence at least once for corporate account opening, although certain fintech or alternative providers may offer remote solutions in specific scenarios.

4. What is the minimum share capital?

For an SRL, the legally required minimum share capital is currently 1 RON. For an SA, the minimum capital is the equivalent of EUR 25,000, with a minimum RON threshold set by law. These figures can be adjusted by legislation over time, so you should confirm the current values when you actually incorporate.

5. How long does it take to set up a company?

Assuming your documents are ready and banking is not a bottleneck, you can generally expect:

3–5 working days for ONRC registration once the file is submitted, and
about 1–3 weeks for the full project including name reservation, drafting, translations, banking and registration.

6. Is the micro-company regime still attractive in 2025?

Yes, but it is more restrictive than in the past. Micro-enterprises can pay 1% or 3% tax on turnover instead of 16% profit tax, but the revenue ceilings are being reduced and conditions (such as having at least one employee) are strictly enforced. Upcoming changes will further lower the turnover thresholds. The regime can still be attractive for smaller service companies, but you need updated tax advice before relying on it.

Call to Action: Get Tailored Help from a Romanian Business Lawyer

Starting a business in Romania as a foreigner is entirely feasible: you can own 100% of the shares, appoint non-resident directors and, in many cases, complete incorporation online. However, the combination of evolving tax rules, strict banking KYC and Romania-specific formalities (translations, apostilles, UBO filings, labour law) means that generic “one size fits all” advice is risky.

If you are considering incorporating an SRL, SA, branch or representative office in Romania, the safest next step is to discuss your project with a Romanian business lawyer who regularly works with non-resident clients. A specialised lawyer can:

Help you choose the optimal structure (SRL vs. SA vs. branch vs. representative office).
Draft a robust, tailored Articles of Association in line with Law 31/1990 and your commercial goals.
Handle the ONRC procedure end-to-end using a power of attorney, including remote name reservation and filing.
Coordinate with banks or fintech providers on corporate account opening and KYC.
Set up proper accounting, tax and compliance infrastructure from day one.

Take the next step today: contact a Romanian corporate lawyer via the contact details on this website and request a consultation about your business plan. With the right structure and support, a Romanian company can be a highly efficient gateway to the EU market for both EU and non-EU entrepreneurs.