Accountants and company formation in Romania

Setting up a company in Romania

To set up a company in Romania as a foreign founder, you reserve a company name, sign a constitutive act for a limited liability company (SRL), secure a registered office and file the application with the trade register run by the National Trade Register Office (ONRC). Once the registrar approves it, the company exists and is registered for tax. From there you choose between the micro-enterprise tax and profit tax, register for VAT when the threshold requires it and file annual financial statements.

On paper the procedure is short. What takes time for non-residents is the preparation: documents typed in Romanian, translations of anything signed abroad, proof of the right to use an office and, for most founders, a Romanian bank account. Romania also changed several of the numbers foreign guides still quote, including the minimum capital, the VAT rate and the micro-enterprise rules. This guide follows the steps in the order you’ll meet them, with each official figure linked to its source.

The short version:

1. Choose the company form, usually an SRL.
2. Reserve the name (the request lists three names in order of preference).
3. Secure a registered office and the document proving your right to use it.
4. Sign the constitutive act and the beneficial owner declaration.
5. File the application with the trade register, at a counter, by post or online.
6. After registration: choose the tax regime, register for VAT if needed, hire staff and keep the books.

What you’ll need before you start

Collect these before you contact a provider or a bank. Each one that arrives late adds days, sometimes weeks.

• Passports for every founder and every administrator (the Romanian term for a company’s director).
• For a corporate founder: registration documents of the parent company and a mandate for the person who signs the constitutive act on its behalf, translated into Romanian.
• Three possible company names, in order of preference.
• An address in Romania for the registered office, with a lease, a loan-for-use agreement or another document that proves your right to use it.
• A list of activities the company will carry on, so they can be written into the constitutive act.
• The share capital you plan to contribute.
• A power of attorney, if a provider will file and sign for you.

Nothing here is unusual. The difference between a two-week and a two-month set-up is usually how complete this file is on day one.

What changed for companies in Romania in 2025 and 2026

Romania passed several fiscal packages in 2025, and their effects are still working through in 2026. If you read an older guide, check these five points first.

• Minimum capital for a new SRL is 500 lei. Law 239/2025, as published by ONRC, sets the minimum share capital of a newly incorporated SRL at 500 lei. Many older guides still quote a lower figure.
• The standard VAT rate is 21%. ANAF states that from 1 August 2025 the standard rate rose from 19% to 21%, with a single reduced rate of 11%.
• The VAT registration threshold is 395,000 lei. From 1 September 2025 it rose from 300,000 lei.
• The micro-enterprise regime has one rate. For fiscal year 2026, ANAF’s guidance gives a rate of 1% and a revenue ceiling equal to EUR 100,000.
• Dividend tax is 16%. For dividends distributed from 1 January 2026, ANAF lists 16% instead of 10%.

Romanian tax rules have changed often in recent years. Treat any figure, including those on this page, as a starting point to confirm with your accountant on the day you decide.

Pick the legal form first

Many foreign founders use a societate cu răspundere limitată (SRL), a limited liability company. One person or company can own all of it, liability is limited to the capital, and ONRC publishes model constitutive acts for both single-member and multi-member SRLs. Among the formation firms listed on Accountanty, the SRL is the form named most often (89 firms).

A joint-stock company carries a higher minimum capital and more governance rules than an SRL. Ask your provider for the current figures if you think you need one.

How much capital to put in

The 500 lei minimum is the floor for a new SRL. Law 239/2025 adds a second level: an SRL that reported net turnover above 400,000 lei must have share capital of at least 5,000 lei, and must raise it by the end of the following financial year. If your plans point to that level of turnover soon, it is simpler to start at 5,000 lei than to amend the constitutive act later. Banks and suppliers also tend to read a very small capital as a sign of a company that may not last.

Prepare the documents in Romanian

The trade register works in Romanian. The EU’s e-Justice portal records that the documents filed in support of a registration must be drawn up in Romanian, and that documents in another official EU language may be filed with an authorised translation. ONRC adds that the documents must be typed and legible, without crossings-out.

ONRC’s list of documents for an SRL includes:

• The name availability and reservation request, with three names in order of preference, and the proof of reservation.
• The registration request, with the annex for tax registration and, where relevant, the annex on foreign investment.
• The constitutive act (actul constitutiv), in the original.
• The beneficial owner declaration.
• Proof of the right to use the registered office, and the standard declaration that the office meets the operating conditions.
• Certified copies of the identity documents of founders and administrators.
• For a foreign citizen, a sworn declaration with a translation by an authorised translator where needed.
• For an office in a residential block, the owners’ association approval.
• A power of attorney for the person who completes the formalities, and proof that the fees are paid.

The register obtains the founders’ fiscal record information from ANAF itself, so you don’t have to request it.

Registered office

Every SRL needs a registered office (sediu social) in Romania, backed by a document that proves the right to use it. Many foreign founders start with a provider’s address and move later. If you want that route, see virtual office in Romania for what to ask before you sign.

Beneficial owners

Romania records the individuals who ultimately own or control a company. According to the e-Justice portal, legal persons registering in the trade register submit a declaration on the beneficial owner at registration and whenever there is a change, under Law 129/2019. The declaration is part of the registration file, so have the ownership chain clear before you file, especially if a foreign holding company sits between you and the SRL.

File with the trade register

With the signed documents ready, you or a representative file the application with the trade register office. ONRC states that the request can be filed:

• At the counter of any trade register office.
• By post or courier.
• Electronically, through ONRC’s online portal, signed with a qualified electronic signature.

The application is due within 15 days of the date the constitutive act is signed, and a missing mandatory document leads to rejection.

Timing and publication

The registrar decides on the documents within one working day of the filing, under Law 265/2022. The decision is published in the trade register’s electronic bulletin, and an extract of the registration is published in the Official Gazette (Monitorul Oficial, Part IV). The company gains legal personality on the date it is entered in the register.

In practice, the calendar is set by everything before the filing: the name check, the office documents, the translations and the signatures from abroad. Fees are payable for the registration and for publication in the Official Gazette; ask your provider for the current amounts, since they are set by tariff and change from time to time.

Choose your tax regime

A new Romanian company is taxed either as a micro-enterprise, on its revenue, or as a profit tax payer. The choice matters from the first invoice.

The micro-enterprise regime

ANAF’s guidance for fiscal year 2026 sets these conditions:

• Rate: 1% of revenue.
• Ceiling: revenue not above the lei equivalent of EUR 100,000 at 31 December of the previous year, counting the revenue of linked companies.
• At least one employee. A newly set-up company can apply the micro regime from its first year if it hires within 90 days of registration.
• One micro company per controlling shareholder. Shareholders holding over 25% name a single Romanian company to apply the regime.
• Annual financial statements filed on time.

If revenue passes EUR 100,000 during the year, the company owes profit tax from the quarter in which the limit is exceeded. The micro tax is paid quarterly, by the 25th of the month after each quarter.

Profit tax

Companies outside the micro regime pay profit tax. ANAF’s guidance gives a profit tax rate of 16% on taxable profit.

Dividends

Dividends paid to individuals are taxed at 16% from 1 January 2026, as a final tax. Treaty relief for a shareholder living abroad depends on the treaty between Romania and that country.

These are rates, not a recommendation. Which regime suits you, and where your profits end up taxed, depends on where the company is managed, where you live and the treaties involved. Take advice in both countries before relying on any figure. Tax compliance in Romania describes what local firms handle each month.

Register for VAT and set up payroll

Registration with the trade register doesn’t make the company a VAT payer. ANAF sets the rule: a business must request VAT registration once its turnover passes the exemption threshold, which is 395,000 lei from 1 September 2025. Below the threshold, the company can stay exempt, but then it charges no VAT and can’t recover VAT on its costs.

• Standard rate: 21%, reduced rate 11%, both from 1 August 2025.
• Cross-border sales within the EU, imports and services to foreign clients have their own rules. Many foreign-owned companies that sell to businesses in other EU countries register early for that reason.

Talk this through with an accountant before you issue the first invoice. VAT in Romania lists the questions to ask.

Hiring staff brings employment contracts and payroll declarations, and for a micro-enterprise it is also a condition of the regime. What a payroll provider takes on is set out under payroll in Romania.

Run the company: bookkeeping and annual filings

A Romanian company keeps its books under Romanian accounting law and reports every year.

• Annual financial statements are filed with the Ministry of Finance within 150 days of the end of the financial year. A company with no activity since incorporation files a declaration within 60 days instead.
• Tax returns follow the regime you chose: quarterly for the micro tax, with profit tax and VAT returns on their own calendars.
• Changes to shareholders, administrators, the registered office or the capital are registered with the trade register, along with an updated beneficial owner declaration when ownership changes.

Late financial statements have a direct cost: a micro-enterprise that misses the deadline moves to profit tax. Accounting in Romania and corporate secretarial services in Romania explain what local firms cover.

Doing it yourself or with a provider

Nothing in Romanian law stops a founder from filing alone, and ONRC’s trade register offices offer assistance on request. In practice, the Romanian-only documents, the translations, the office paperwork and the bank’s checks lead many non-residents to work with a local accounting firm, law firm or corporate services provider, usually under a power of attorney so they don’t have to travel.

Romania has 160 firms on the list, and 136 of them offer company formation. Among the 160, 45 focus on foreign clients and 52 work in English. Our page on company formation in Romania explains what a provider does, what a quote should include and how to check a firm.

Common mistakes foreign founders make

• Using figures from an older guide. Capital, VAT and micro rules all changed in 2025 and 2026. Confirm current numbers before you plan.
• Signing documents abroad in the wrong format. A signature or translation the register won’t accept means a rejected filing. Agree the format with your provider first.
• Choosing the micro regime without planning the employee. The regime needs at least one employee, within 90 days for a new company.
• Leaving VAT until a large client asks for it. Check early whether your customers or your EU sales mean you should register before the threshold.
• Ignoring the turnover level for capital. Above 400,000 lei of net turnover, the SRL needs at least 5,000 lei of capital.
• Assuming a Romanian company changes your personal tax position. Company tax and your own tax residence are separate questions.

Where to find an accountant in Romania

Three cities hold most of the firms listed here. Browse accountants in Bucharest (103 firms), accountants in Timisoara (27 firms) and accountants in Cluj-Napoca (26 firms). Firms that work mainly with non-residents are collected under accountants for foreign clients in Romania. For residence linked to your business, see residency and visas in Romania, and for help with the account itself, bank account assistance in Romania.

Rather than approach firms individually, send one free quote request through Accountanty. Accountanty checks the request, then passes it to firms matching your company type, language and city.

Next step to set up a company in Romania

The route is clear: an SRL with at least 500 lei of capital, documents in Romanian, a registered office, a filing with the trade register that the registrar decides within one working day, then the choice between the micro regime and profit tax, VAT when the threshold or your clients require it, and annual statements within 150 days of the year end. The pace depends on preparation, so line up the office, the translations and a local accountant before you file. With those in place, you can set up a company in Romania and run it from the first month.