How to Register a Company in Romania: A Practical SRL/LLC Guide

Prepared by Robert Trăilescu, Romanian business lawyer and Bucharest Bar member.

Last reviewed: July 2026

Can a foreigner register a company in Romania?

Yes. A Romanian SRL may be established by:

• one or more foreign individuals;
• a foreign company;
• a combination of individual and corporate shareholders;
• Romanian and foreign shareholders acting together.

A foreign shareholder may generally own 100% of the company. Romanian law does not impose a general requirement to include a Romanian citizen or resident in the ownership structure.

An SRL may have a single shareholder or up to 50 shareholders. The shareholders’ liability is generally limited to their agreed contributions to the company`s share capital, subject to the exceptions provided by law.

The company must also appoint at least one administrator, often referred to in English as a director. The administrator may be a Romanian or foreign individual and does not generally have to reside in Romania.

The choice of administrator should not be treated as a formality. The Constitutive Act must establish who can represent the company, whether administrators act independently or jointly and whether their authority is subject to specific limitations.

A structure that appears convenient at incorporation may later create practical difficulties with banks, counterparties or internal approvals. Representation powers should therefore reflect how the business will actually operate.

Can a Romanian SRL be managed from abroad?

A foreign administrator (director) can manage a Romanian company from outside Romania. However, company-law eligibility is only one part of the analysis.

The founders should also consider:

• where strategic and commercial decisions will be made;
• where contracts will be negotiated and approved;
• where the administrator performs their role;
• where the company’s operational team and assets are located;
• whether the company has sufficient economic links with Romania.

These facts may be relevant when determining the company’s tax residence, place of effective management or exposure to a permanent establishment reclassification in another country.

Incorporating an SRL in Romania does not, by itself, eliminate tax risks in the jurisdiction from which the company is effectively managed. These issues are fact-specific and should be reviewed separately from the registration procedure.

Decisions to make before registering the SRL

A well-prepared incorporation starts with a clear understanding of the proposed business. Before documents are drafted, the founders should decide the following matters.

1. Company name

The proposed name must be available and reserved with the Romanian Trade Register. The application normally includes three alternatives, listed in order of preference.

The name should also be reviewed from a commercial and intellectual-property perspective. Trade Register availability does not necessarily mean that the name is free from trademark conflicts.

2. Shareholding structure

The founders must determine:

• who will own the shares;
• the percentage held by each shareholder;
• the value of each contribution;
• how voting rights will be exercised;
• how profits will be distributed;
• how future transfers of shares will be handled.

Usually, the statutory Constitutive Act may be sufficient to address deadlock, exit rights, funding obligations or restrictions on share transfers.

3. Administrator and representation powers

The founders must appoint one or more administrators (directors) and establish:

• the duration of their mandate;
• whether they act jointly or separately;
• the scope of their representation powers;
• any internal approval thresholds;
• any restrictions concerning specific transactions.

Restrictions should be documented carefully. They should also be assessed in light of their effectiveness towards third parties.

4. Registered office

Every SRL must have a registered office in Romania, which can be either a physical office or a virtual one. The company must hold a valid legal right to use that address.

A virtual office is used only for the collection of the company`s mail, while the business activities are authorized at third parties. This is an optimal solution for a start-up in Romania, until the company transitions to a physical office or work point.

If selecting a virtual office, investors must ensure that the company maintains minimal economic substance linked to Romania, in order to avoid reclassification of the permanent establishment by a foreign tax authority (as mentioned in section 2 above).

5. Business activities

The company’s activities must be selected under the Romanian CAEN classification Rev. 3.

The company must choose one principal activity and may register additional secondary activities. Some activities can be carried out based on the standard authorisation procedure, while others require licences, regulatory approvals or professional qualifications.

Selecting a broad list of activities without considering the company’s actual operations may create unnecessary compliance questions. On the contrary, omitting an essential activity may delay contracts, banking or licensing.

What documents are required from foreign founders?

The required documents depend on whether the shareholder or administrator is an individual or a legal entity.

Foreign individual shareholder or administrator

An individual will commonly need to provide:

• a copy of their passport or identity document;
• their full residential address;
• their date and place of birth;
• declaration required for fiscal-record and eligibility checks;
• documents and declarations relating to the beneficial owner;
• a power of attorney, where the incorporation is handled through a representative.

The exact identification details should be consistent across all documents. Differences in names, addresses or transliteration can cause delays.

Foreign corporate shareholder

A foreign company will commonly need to provide:

• its certificate of incorporation or registration;
• an up-to-date extract from its local company register;
• a corporate resolution approving the Romanian investment;
• a mandate authorising the person who signs the incorporation documents;
• declaration required for fiscal-record and eligibility checks;
• information and declarations regarding the ultimate beneficial owners;
• identification documents for the relevant representatives.

The Romanian Trade Register’s registration checklist expressly covers foreign founders, legal-entity founders, identity documents, representation mandates and beneficial-owner information.

Foreign documents must generally be submitted together with Romanian translations.

The formalities should be checked before the documents are issued. This reduces the risk of obtaining extracts that are too old, incomplete or unsuitable for use in Romania.

The registered office of a Romanian SRL

The registered office is the company’s official legal address. It appears in the Trade Register and is used for formal communications from courts, tax authorities and other public institutions.

The company must provide a document establishing its right to use the premises. Depending on the circumstances, this may be a lease, loan-for-use agreement, ownership document or another valid legal instrument.

The registered office does not always have to be the location where the company conducts its day-to-day activities. Romanian registration rules distinguish between activities carried out:

• at the registered office;
• at secondary offices;
• at third-party locations – this is typically registered for mailing or registered office services (virtual office);
• outside a fixed business location, where permitted.

The company must file the appropriate declaration regarding the locations where its activities will be performed and compliance with the relevant operating conditions.

A mailing or registered-office service (virtual office) can be useful during the early stage of a business. However, it should not be confused with genuine operational or tax substance. The suitability of the arrangement depends on the company’s activities, management model and cross-border tax position.

RT Legal does not provide virtual office hosting, but it collaborate with a virtual office provider. We can review the proposed arrangement, verify the supporting documents and coordinate the registration formalities.

Share capital requirements

The minimum share capital for a newly incorporated Romanian SRL is RON 500.

At least 30% of the subscribed share capital must be paid within three months from registration and before the company starts carrying out operations in its own name.

The remaining contribution must be paid:

• within 12 months from registration, for cash contributions;
• within two years from registration, for contributions in kind.

If the company later reports a turnover exceeding RON 400,000 in its annual financial statements, the applicable minimum share capital becomes RON 5,000. The increase must be completed by the end of the financial year following the year in which the relevant turnover increase is established.

It is important to emphasize that the company’s net assets must not fall below 50% of its registered share capital. Significant losses may trigger capital-restoration obligations, restrictions on dividend distributions and, in certain circumstances, sanctions. The company’s financial position should therefore be monitored with its accountant from the beginning.

How to register an SRL in Romania: step by step

Step 1: Define the ownership and management structure

The first step is to establish the shareholders, ownership percentages, administrator, representation rules and decision-making process.

For an international structure, this stage should also identify the ultimate beneficial owners and the approvals required from any foreign corporate shareholder.

Step 2: Reserve the company name

A name reservation request is submitted to the Trade Register. Three alternatives are normally provided in order of preference.

The reservation should be completed before the final Constitutive Act and corporate resolutions are signed.

Step 3: Secure the registered office

The founders must identify a Romanian address and obtain the document that grants the company the right to use it.

Any approvals connected with the premises should also be checked. Additional formalities may apply where the address is located in a residential building and the proposed use changes the designated purpose of the property.

If virtual office option (mailing registered office) is chosen, RT Legal can propose a third party that provide such services.

Step 4: Select the CAEN activities

The principal and secondary business activities must be selected under CAEN Rev. 3.

At this stage, the founders should determine:

• which activities will be performed immediately;
• where they will be performed;
• which activities require separate permits;
• which activities may be added later.

Registration of an activity and authorisation to carry it out are not always the same thing. Certain regulated businesses require additional approvals before operations begin.

Step 5: Prepare the Constitutive Act

The Constitutive Act establish the company’s basic legal framework. They include the shareholders, share capital, registered office, business activities, administrators (directors), representation powers and rules for shareholder decisions.

A standard template may be suitable for a simple, single-shareholder company. It may be insufficient for a joint venture, an investment structure or a company with several decision-makers.

Step 6: Prepare the foreign documents and translations

Foreign corporate documents, powers of attorney and supporting records must be reviewed for Romanian filing purposes.

Translations and legalisation should be arranged where required. All names, registration numbers and addresses should be checked for consistency before filing.

Step 7: Complete the beneficial-owner information

The company must register information about its ultimate beneficial owner or owners.

At incorporation, the obligation may be addressed through the Constitutive Act or through a separate beneficial-owner declaration, depending on how the file is structured. The information must also be updated when relevant changes occur.

Step 8: File the incorporation application

The application includes the registration form, tax-registration annex, operating annex declaration, Constitutive Act, registered-office legal document, identification documents and other supporting records.

The application may be filed in person, by post or electronically. Electronic filing requires the appropriate qualified electronic signature. A lawyer may sign and submit the application based on a legal assistance mandate.

Step 9: Trade Register review

The Trade Register reviews the application based on the submitted documents. The statutory period for registering the application and deciding a complete company registration is one business day, but it usually lasts 5-7 business days.

The Trade Register may request corrections, clarifications or additional evidence. Missing mandatory documents may lead to rejection rather than automatic completion of the file.

The statutory review period should not be confused with the total project timeline. The latter also includes the necessary time to draft and review the required legal documentation.

Step 10: Receive the incorporation documents

Following registration, the company receives documents including:

• the registration certificate;
• its unique tax identification code;
• the registrar’s decision;
• certificates confirming the registered operating declarations;
• the Trade Register registration number and EUID.

The documents may also be issued electronically, depending on the filing and delivery method. Official Trade Register documents are issued in Romanian.

Does the founder need to travel to Romania?

Physical presence is not generally required for the Trade Register incorporation itself.

The founders can usually authorise a Romanian lawyer to prepare and file the documents. Documents may be signed electronically or by handwritten signature.

In case of remote company registration, RT Legal implements Know Your Client (KYC) procedure to conclude a legal services agreement, which includes client visual identification via photo or video identification. Also, RT Legal applies lawyer statutory AML rules.

However, incorporation and banking are separate processes. A bank or payment service provider applies its own customer-identification and anti-money-laundering procedures. It usually requests additional documents and the physical presence of an administrator (director).

For this reason, it is safer to say that the company registration can usually be handled remotely, while the banking process must be confirmed with the selected provider.

What must be done after incorporation?

Registration creates the legal entity. It does not complete all the steps required to operate the business.

Open the company’s payment account

A newly incorporated legal entity must open a active payment account in Romania within a maximum of 60 business days from incorporation. It must maintain at least one such account throughout its activity. Non-compliance leads to a fine between RON 3,000- RON 10,000.

The payment institution can be either a Romanian classic bank or a digital bank. Before selecting a traditional or digital provider, the founders should verify that the proposed account satisfies Romanian legal requirements.

The account-opening process is separate from Trade Register registration. The provider will conduct its own assessment of the shareholders, beneficial owners, business model, source of funds and expected transactions.

Pay the share capital

The subscribed capital must be paid within the statutory deadlines and before operations begin, to the extent required by law.

Proof of payment should be retained in the company’s accounting and corporate records.

Appoint a Romanian chartered accountant

The company must organise its accounting and financial reporting in accordance with Romanian law.

Foreign-owned companies commonly appoint a Romanian chartered accountant to handle:

• tax registrations and declarations;
• bookkeeping;
• payroll, where applicable;
• annual financial statements;
• electronic reporting;
• tax-payment deadlines;
• communication with the Romanian tax authority.

The accountant should be involved before the company issues its first invoice or hires employees.

Confirm the applicable tax registrations

Trade Register incorporation includes the company’s initial fiscal registration and the issue of its tax identification code. However, additional analysis may still be required.

Depending on its activities and expected turnover, the company may need to consider:

• VAT registration;
• corporate income tax or another applicable tax regime;
• payroll and employment registrations;
• intra-EU transaction reporting;
• electronic invoicing and tax-reporting requirements;
• withholding-tax obligations.

The appropriate regime should be determined from the company’s actual facts. Incorporation documents alone do not establish the complete tax treatment.

Obtain any sector-specific permits

Some businesses require permits or regulatory approvals before they can lawfully begin operations.

This may apply, for example, to certain financial, transport, energy, medical, food, construction, employment, education or professional activities.

The need for a permit should be identified before contracts are signed or investments are made.

Put the company’s internal records in place

The company should maintain proper records of shareholder decisions, administrator decisions, share ownership, agreements and supporting corporate documents.

It should also establish practical signing and approval procedures. This is particularly important where the shareholders, administrators and operational team are located in different countries.

Common problems for foreign founders

The registration process is usually manageable, but delays often arise from avoidable issues.

Inconsistent foreign documents

Names, addresses and registration details may appear differently across passports, registry extracts and corporate resolutions.

These inconsistencies should be resolved before translation and filing.

Outdated company extracts

Foreign registry extracts should be recent enough to confirm the shareholder’s current status and representatives.

The appropriate validity period may depend on the document and the registrar reviewing the file.

Incomplete CAEN analysis

Choosing the wrong principal activity or omitting a regulated activity may affect licensing, banking and commercial contracts.

Treating the registered virtual office as a complete substance solution

A Romanian address is legally necessary, but in case it is a mailing one (virtual office), it does not automatically establish that the company is genuinely managed or operated from Romania.

Starting operations too early

Registration should be followed by the required capital payment, banking, accounting, tax and authorisation steps. The company should not issue invoices or enter regulated operations before its setup is complete.

Leaving bank onboarding until the end

Banking can take longer than Trade Register registration, especially for cross-border ownership structures. The onboarding requirements should be assessed early.

Frequently asked questions

Can a foreigner own 100% of a Romanian SRL?

Yes. A foreign individual or company may generally be the sole shareholder of a Romanian SRL. Romanian citizenship or residence is not required.

Is a Romanian resident director required?

No general rule requires an SRL administrator (director) to be a Romanian citizen or resident. However, the place from which the company is managed may have tax implications.

What is the minimum share capital?

The minimum share capital for a newly incorporated SRL is RON 500. The statutory rules also establish deadlines for paying the subscribed capital.

How long does company registration take?

The registrar’s statutory review period for a complete application is one business day, but it usually takes 5-7 business days. The total process takes longer because the documents, registered office, translations and foreign corporate approvals must first be prepared.

Can the registration be completed remotely?

In many cases, yes. A lawyer can prepare and submit the file under a legal assistance mandate. The required signing method depends on the documents and the founders’ circumstances.

Bank onboarding is separate and may involve additional documents and the administrator`s physical presence.

Is a registered office mandatory?

Yes. Every Romanian SRL must have a registered office and a valid legal right to use the address.

Does the company automatically receive a tax number?

Yes. The registration certificate issued following incorporation includes the company’s unique tax identification code. Further tax registrations may still be required, depending on the business.

Is VAT registration automatic?

Not in every case. VAT registration may be mandatory or voluntary, depending on the company’s activities, turnover and transactions. The position should be reviewed with the accountant or tax adviser.

Must the company have a Romanian bank account?

The company must open and maintain an active payment account in Romania. A newly incorporated entity has a maximum of 60 business days from incorporation to open the account.

Can the company start trading immediately after registration?

Not automatically. Before starting operations, the company should confirm that the required share capital has been paid, the payment account and accounting arrangements are in place, the relevant activities are authorised and any sector-specific permits have been obtained.

How Robert Trăilescu can assist with your Romanian SRL registration

Robert Trăilescu assists foreign founders and international companies throughout the Romanian SRL setup process.

Our assistance may include:

• analysing the proposed ownership and management structure;
• advising on shareholder and administrator arrangements;
• reserving the company name;
• reviewing and selecting the relevant CAEN activities;
• drafting the Constitutive Act and corporate resolutions;
• preparing powers of attorney and beneficial-owner documentation;
• reviewing foreign corporate documents;
• coordinating translations and legalisation formalities;
• facilitating a virtual office solution via third party service provider;
• reviewing the registered-office documentation;
• filing and managing the Trade Register application;
• responding to Trade Register’s requests for clarification or additional documents;
• obtaining and delivering the incorporation documents;
• coordinating the business account opening process;
• coordinating with the company’s Romanian accountant;
• preparing a post-incorporation compliance checklist.

Bank-account approval remains subject to the independent assessment of the selected bank or payment service provider. RT Legal can coordinate the process and prepare the legal documentation but cannot guarantee the provider’s approval.

Planning to establish an SRL in Romania?

Contact Robert Trăilescu (RT Legal) to discuss the proposed business, ownership structure and documents required for incorporation.

This guide provides general information on registering a Romanian limited liability company. It does not constitute legal or tax advice for a specific investment or corporate structure. The applicable requirements should be verified in light of the founders, proposed activities and documents available at the time of registration.