Step-by-Step Process for Registering a Company in Romania

Introduction

Romania has become an increasingly attractive destination for company formation in Central and Eastern Europe. Competitive labor costs, a strategic location inside the EU single market, an educated workforce with strong IT and engineering skills, and a generally business-friendly regulatory environment make Romania a preferred option for international investors and startups. This article explains, step by step, how to register a company in Romania, outlines the typical corporate structures, details required documents, costs and timelines, and highlights practical considerations such as tax rules, licensing and post-registration obligations.

Why choose Romania for company formation

Romania offers several advantages for business registration:

• EU membership and access to the single market.
• Competitive corporate tax environment (see tax section below).
• Attractive labor pool with strong technical skills and lower labor costs relative to Western Europe.
• Strategic location for regional distribution and nearshoring.
• Growing startup ecosystem and incentives in certain sectors and regions.

These factors make Romania appealing for EU and non-EU companies seeking to expand into Central and Eastern Europe, set up software development centers, logistics hubs, or manufacturing operations.

Common corporate structures

Before registering, select the appropriate corporate structure. The main options are:

SRL (Societate cu Răspundere Limitată) — Limited liability company

• Most popular for small and medium-sized enterprises.
• Minimum share capital: typically RON 200 (around €40).
• Flexible governance: one or more shareholders, managed by one or more administrators.
• Liability limited to contributed capital.

SA (Societate pe Acțiuni) — Joint-stock company

• Suited for larger businesses and those seeking public offerings.
• Higher minimum share capital: generally RON 90,000 (approximate; relevant if planning public listing or complex capital structures).
• Requires a board of directors or supervisory/management boards depending on governance model.

Branch and Representative Office

• Branch: extension of a foreign company with no separate legal personality; requires registration and local tax registration.
• Representative office: limited to market research and promotion, not allowed to carry out direct commercial activities.

Sole Proprietorship and Freelance Options

• PFA (Persoană Fizică Autorizată) and II/IF (Individual/Family Enterprises) for individuals; simpler but expose owner to personal liability and may not suit foreign entities.

Step-by-step company formation process

Below is a practical sequence to register a company in Romania. Typical setup time for a fully operational company (including tax registration, bank account opening and initial compliance) is around 4–6 weeks, though some parts can be completed faster if documentation is ready and there are no special approvals required.

1. Decide the legal form and prepare a business plan

Clarify legal form (SRL, SA, branch), shareholding, directors and initial business activities. Develop a basic business plan including expected turnover to determine VAT registration needs and staffing requirements.

2. Reserve a company name

Apply for name reservation at the Romanian Trade Register (Oficiul Național al Registrului Comerțului — ONRC). The name check and reservation often takes 1–2 working days. Many entrepreneurs perform preliminary searches online to ensure name availability.

3. Prepare the constitutive documents

Draft Articles of Association (for SRL) or Statute (for SA). Documents typically include:

• Constitutive act or association agreement.
• List of shareholders and holdings.
• Administrator(s) appointment and powers.
• Registered office statement (lease agreement or property title).
• Fiscal representative appointment (if founder lives outside Romania and tax representation is required).

These documents must be signed and in many cases notarized.

4. Deposit share capital (typical procedure)

For SRL formation, founders usually deposit the minimum share capital into a company bank account opened in the company’s name or obtain a bank document confirming the deposit. The trade register commonly requests proof of capital deposit or a notary declaration. For SA and other entities, capital deposit rules differ and higher capital is required.

5. Sign documents before a notary (if required)

Certain incorporation documents must be notarized in Romania. If founders are foreign individuals, notarized signatures with apostille and certified translations may be necessary.

6. Submit registration application to the Trade Register (ONRC)

File the incorporation package with ONRC. Typical items required:

• Completed registration forms.
• Articles of Association/statute.
• Proof of registered office (lease or property deed).
• Proof of share capital deposit or bank statement.
• IDs/passports of shareholders and administrators and, if non-EU, proof of legal stay if required.
• Specimen signatures of administrators.
• Power of attorney if a local agent or lawyer files on behalf of founders.

ONRC examines documentation and issues the registration decision. Initial registration of an SRL can take a few days to a couple of weeks depending on workload and completeness. For regulated activities, additional approvals may be required and extend the timeline.

7. Obtain tax registration and fiscal code (CUI)

Once the company is registered, ONRC issues the Unique Registration Code (Cod Unic de Înregistrare — CUI). The company must register with the National Agency for Fiscal Administration (ANAF) for tax purposes. Registration for corporate income tax (impozit pe profit) and social contributions (if hiring employees) happens at this stage.

8. Open a corporate bank account and operational setup

Open a business bank account in the company name. Banks typically require company documents, ID of signatories, and proof of registered office. Opening a business account can take a few days to two weeks.

9. Apply for VAT registration (if applicable)

VAT registration is compulsory if taxable turnover exceeds the registration threshold (generally RON 300,000 annual turnover) or voluntary if beneficial. VAT registration with ANAF usually takes several weeks. Obtain a VAT number before issuing VAT invoices to clients expecting invoiced VAT.

10. Obtain sectoral licenses and registrations

Certain activities (financial services, healthcare, food, construction, transport) require specific permits or professional qualifications. Factor time for licensing into the overall timeline.

11. Register employees and comply with payroll obligations

If hiring, register with social security and payroll authorities (CAS, CASS) and with ANAF for payroll taxes. Prepare employment contracts in Romanian and ensure compliance with labor law requirements (minimum wages, leave, social contributions).

Documents required (summary)

Typical documents for SRL formation:

• ID or passport of founders and administrators.
• Proof of registered office (lease or property deed).
• Articles of Association / Constitutive deed.
• Bank confirmation of share capital deposit or statement.
• Specimen signatures of company administrators.
• Power of attorney (if using an agent).
• Proof of payment of registration fees.
• Translations and apostilles for foreign documents where required.

For non-EU founders additional documents may be required depending on their legal status and residency.

Costs and fees (estimates)

Costs vary depending on service providers and specific requirements. Typical items include:

• ONRC registration fee: modest statutory fee (tens to low hundreds RON depending on service).
• Notary fees: variable; expect several hundred RON to a few hundred EUR for notarization of documents and signatures.
• Legal/accounting/service provider fees: company formation services range from about €150–€600 depending on package and extra services (statutory documents, registered office service, tax registration).
• Bank fees: account opening and minimum deposit (share capital).
• Translation and apostille fees for foreign documents.
• Licensing fees for regulated activities (vary widely).

Plan a budget of approximately €500–€2,000 for a straightforward SRL formation using professional services and covering notary, registration and basic bank fees. More complex setups, foreign shareholder documentation and regulated activities will increase costs.

Taxation overview

Romania’s corporate tax regime is competitive but varies by company size and activities:

• Standard corporate tax rate: 16% on taxable profits.
• Micro-enterprise tax regime for qualifying small companies: tax rates of 1% or 3% of turnover (depending on whether the company has employees and other criteria).
• VAT: standard rate 19%; registration threshold around RON 300,000 annual turnover (compulsory above threshold; voluntary registration possible).
• Withholding taxes and other obligations apply to certain payments to non-residents.

Note: tax incentives and special regimes (e.g., for reinvested profits, software development incentives, free zones) can affect effective taxation. Always consult a Romanian tax advisor for specifics and up-to-date guidance.

Practical tips and common pitfalls

• Use a local corporate service provider or lawyer to navigate language, notary and local filing requirements and speed up the process.
• Ensure registered office documentation is solid; disputes over office validity cause immediate rejections.
• Prepare apostilled and certified translations for foreign documents in advance to avoid delays.
• Check whether the intended activity needs a license; applying late can block operations.
• If planning hires, register payroll and social security in tandem with tax registration to avoid penalties.
• Consider opening the bank account early—some banks require detailed information about business owners and may perform enhanced due diligence.

Post-registration compliance

After registration, ongoing requirements include:

• Annual financial statements filing and possible audit depending on size.
• Corporate income tax returns and VAT filings as applicable.
• Maintaining statutory registers (shareholders, resolutions) and updating Trade Register details for changes in management, capital, registered office.
• Complying with employment, health and safety, and sectoral regulations.

Conclusion

Registering a company in Romania is a straightforward process for entrepreneurs who prepare thoroughly and understand the local steps. The typical setup time for a fully operational company is around 4–6 weeks, depending on whether special permits are needed and how quickly documents and bank arrangements are completed. Romania’s competitive corporate tax rates and access to EU markets make it an attractive destination for company formation, but attention to documentation, licensing requirements and post-registration compliance is essential. Work with local legal and tax advisors to streamline registration, optimize tax treatment, and ensure smooth day-to-day operations.