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SETTING UP A BUSINESS IN ROMANIA

Tom Moldovan
Aug 24
7 min read

City of Sibiu in Transylvania


A foreigner can own 100 percent of a Romanian company, act as its sole director, and never set foot in the country to register it. There is no requirement for a Romanian partner, a Romanian director, or residency of any kind. The SRL, Romania's limited liability company, can be registered in three to five working days once the file is complete, and the minimum share capital is 500 lei, roughly 100 EUR. The difficulty is not the registration. It is everything either side of it: the documents that must be apostilled and translated before you start, and the obligations that begin the moment the company exists. This guide covers who can do it, the steps, the real costs, the 2026 tax position, and what happens afterwards.


WHO CAN SET UP A COMPANY

Romanian law treats foreign and Romanian shareholders equally. A foreign individual or a foreign company may hold all the shares in an SRL, which can have between one and fifty shareholders. At least one administrator must be appointed, and there is no general requirement that the administrator be Romanian or resident here. Liability is limited to the subscribed capital, subject to the exceptions in the Companies Law.


Two things do apply specifically to non-residents.


A non-resident shareholder or administrator needs a NIF, a Romanian tax identification number, before they can be entered in the Trade Register. Without it the file cannot be completed. It is obtained from ANAF, usually through an agent acting under power of attorney, so it does not require you to be here.


Documents signed abroad need an apostille and an authorised Romanian translation. That applies to a power of attorney, and to corporate documents if the shareholder is a company: certificate of incorporation, good standing, ownership structure, board resolution. This is the step that most often delays a foreign incorporation, because apostille timelines vary by country and cannot be hurried from here.


The incorporation itself can be done entirely remotely, through a notarised and apostilled power of attorney. Registration commonly takes three to five working days from a complete filing, but for a foreign founder the realistic window from first document to registered company is one to four weeks.


One thing to be clear about: forming a company does not give a non-EU citizen the right to live in Romania. Company ownership and immigration status are separate procedures.


Sources: Companies Law 31/1990 — https://legislatie.just.ro/Public/DetaliiDocument/56732 Law 265/2022 on the trade register — https://legislatie.just.ro/Public/DetaliiDocument/258628 ONRC — https://www.onrc.ro/ ANAF — https://www.anaf.ro/


NOBS note: We are an authorised translation office. Ministry of Justice authorisation for English since 1998. The apostilled documents your file needs have to be translated by someone authorised to do it, and we do that part ourselves rather than sending you looking.



THE STEPS

Reserve the name. Checked against the national register, valid for 30 days under Law 265/2022. Prepare two or three alternatives, because near matches are refused.

Establish a registered office. Every SRL needs a sediu social, a real address with documentary proof: a lease, a comodat agreement, or a registered office service. For a non-resident founder this is usually bought as a service, and annual packages commonly run 200 to 400 EUR.

Choose the CAEN codes. Since 2025 these follow Rev 3, and existing companies have been converting. Adding codes at incorporation is free. Adding them later means a filing and a fee, so put in everything you might plausibly do. Some codes require sector authorisations before you can actually trade under them.

Draft the act constitutiv. The company's internal constitution: shareholders, registered office, activities, capital, who the administrators are and whether they act alone or jointly. Worth attention rather than a template, since it governs everything afterwards.

Assemble the file. Registration application, act constitutiv, proof of the registered office, identity documents for shareholders and administrators, declarations that they are eligible to hold those positions, and a declaration of beneficial ownership.

File it. Online through the ONRC portal with a qualified electronic signature, or in person at the county office. Online is cheaper and faster.

Then the things that are not registration. Open a company bank account, which since 1 January 2026 every SRL is required to have. Activate the company's Spațiul Privat Virtual access with ANAF. Engage an accountant. Set up e-Factura.

NOBS note: We can act for you under power of attorney at the registry, the notary and the bank, which is the part that otherwise requires you to be in Romania. Where a specialist formation service is the better route, we will say so and work alongside them rather than duplicating what they do. [How we work].


CAPITAL AND COSTS The minimum share capital changed at the start of 2026. Law 239/2025, in force from 18 December 2025, sets 500 lei for a newly formed SRL. A company whose net turnover exceeded 400,000 lei in the previous financial year must hold at least 5,000 lei. Existing companies below the new minimum have two years from the law's entry into force to comply, and failure to do so exposes the company to dissolution proceedings brought by ONRC or any interested party.

This reverses the previous position, where an SRL could be formed with a single leu, and it caught a large number of existing companies. If you are buying an existing Romanian company rather than forming one, check the paid capital, not just the subscribed capital.

Registry fees are modest, in the region of 150 lei for a standard online incorporation, with Monitorul Oficial publication charged separately since April 2026.

Professional fees are where the real cost sits for a foreign founder. Formation packages for non-resident founders commonly run 400 to 1,000 EUR depending on complexity, plus translations, apostilles and notary costs on top.

A bank account takes longer than people expect. Two to four weeks is realistic for a straightforward case with a single EU-resident shareholder, and four to eight weeks where there is a foreign holding company or non-EU ownership. Banks apply their own KYC requirements, which vary by bank and sometimes by branch.

NOBS note: We provide a written cost estimate before anything is filed, covering registry fees, translations, apostilles, the registered office and the professional work, so the number you plan around is the number you pay.

THE TAX POSITION IN 2026

This changed substantially on 1 January 2026 and most guidance online still describes the old rules.


Microenterprise regime. The turnover ceiling dropped from 250,000 EUR to 100,000 EUR, converted at the BNR rate on 31 December of the preceding year. The 3 percent band was abolished by OUG 89/2025, so every qualifying microenterprise now pays a single rate of 1 percent on revenue, regardless of CAEN code. The company must have at least one full-time employee or a remunerated administrator on a mandate contract.


Corporate tax is 16 percent on profit, and a company leaves the micro regime in the quarter it breaches the ceiling rather than at year end. The break-even between the two regimes sits at a net margin of about 6.25 percent: below that, 1 percent of revenue costs less than 16 percent of profit, and above it, more.


Dividends are taxed at 16 percent on distributions made from 1 January 2026, up from 10 percent.


VAT. The standard rate is 21 percent since 1 August 2025, with a single reduced rate of 11 percent. The registration threshold is 395,000 lei, effective from 1 September 2025. Note that the VAT threshold is expressed in lei and the micro ceiling in euro, so many companies become VAT-registered well before the micro question arises.


Reporting. E-Factura and SAF-T reporting obligations now reach small companies, on ANAF's published timetable.



NOBS note: We are not accountants and do not file your returns. What we do is tell you, before you commit, which regime your projected turnover puts you in and what that costs, so the structure is chosen on the numbers rather than discovered afterwards. WHAT USUALLY GOES WRONG

Registration is the easy part and it is where most guides stop. The expensive problems come later, and they are consistent.

The site does not do what the seller says. Power capacity at the plot boundary rather than at the end of the street, road access that is a habit rather than a right, and utility connections quoted as available when the connection cost is the size of the building.


The local authority is welcoming until you need a signature. Enthusiasm at the first meeting says nothing about how long an aviz takes.


The counterparty looks better than it is. The supplier with the good website has three years of unfiled accounts and a case in progress. None of this is hidden. It is all in the public registers, in Romanian.


The paperwork is fine and the timing is not. Permits, connections and authorisations run in sequence, and a delay in one moves everything behind it.


Sources: ONRC public register — https://portal.onrc.ro/ Buletinul Procedurilor de Insolvență — https://www.onrc.ro/index.php/ro/bpi Court portal — https://portal.just.ro/

NOBS note: This is the work we actually do. Location comparison on the things that decide it, register checks on the companies you will be dealing with, permit timelines that reflect what happens rather than what the law says, and someone in the room with you at the primărie. Facts and gaps, and the questions to put to your lawyer..

WHAT NOBS DOES AND DOES NOT DO We do: research and due diligence on locations, sites and companies; certified translation and interpreting, Ministry of Justice authorised for English since 1998; representation under power of attorney at the registry, the notary, the bank and the local authority; and coordination of the formation itself, working with specialist providers where that is the sensible route.

We do not: provide legal or tax advice, file your accounts, or act as your accountant. Where you need a lawyer, a notary or an accountant, we say so and we say why.

We take no commission from anyone. Not from a formation service, not from a landlord, not from a contractor, not from anyone we recommend. Fixed rates, agreed in advance. DISCLAIMER: The information in this section reflects Romanian property law and tax regulations as of late 2026. Legislation changes frequently, and we recommend verifying all details with a Romanian notary or legal advisor before making any purchase decision. NOBS does not provide legal , accounting or tax advice.

 
 
 

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