Company Formation in Romania How to Set Up an SRL (step‑by‑step)

Romania offers foreign founders a compelling gateway to the European single market, and company formation in Romania has become even more attractive following the 2025–2026 fiscal package. Recent legislation has lowered the micro‑company exit threshold to EUR 100,000 from 1 January 2026, introduced new minimum‑capital requirements, and raised the VAT small‑business exemption ceiling all of which materially affect how IT entrepreneurs, consultants, and small‑business founders structure a Romanian SRL. This guide walks through every stage of the process: legal form selection, documents, fees, timelines, tax‑regime choices, and post‑incorporation compliance.

Why Set Up an SRL in Romania?

The SRL (societate cu răspundere limitată) is Romania’s standard limited‑liability company the functional equivalent of an LLC in common‑law jurisdictions. It is governed by Law 31/1990 (the Companies Law) and is the vehicle of choice for the vast majority of domestic and foreign‑owned businesses. As a member of the European Union, Romania gives SRL owners freedom to trade goods and services across the single market, access to EU funding programmes, and the credibility of an EU‑registered corporate entity.

From a tax perspective, qualifying SRLs may elect the micro‑company regime paying as little as 1 % on revenue rather than the standard 16 % corporate income tax (CIT). The 2025–2026 Fiscal Package, however, tightened the rules: the revenue ceiling for remaining in the micro regime drops to EUR 100,000 from 1 January 2026, and minimum share capital has increased. Understanding these changes before incorporation is essential for effective tax planning.

Key reasons founders choose an SRL include limited personal liability, flexible ownership (one or more shareholders, resident or non‑resident), straightforward online registration through the National Trade Register Office (ONRC), and a competitive cost of formation.

At‑a‑Glance: Quick Facts

• Typical registration timeline: 1–7 working days at ONRC for a complete filing; allow 1–3 additional weeks for bank‑account opening and translations where required.
• Minimum share capital: 500 RON for new SRLs registered from 18 December 2025; companies with turnover exceeding 400,000 RON must raise capital to 5,000 RON.
• Headline ONRC fees: approximately 100–200 RON for the registration tax, plus notary, translation, and bank charges as applicable.
• VAT registration trigger: mandatory once rolling annual turnover exceeds 395,000 RON (effective 1 September 2025); optional registration available at any time.
• Tax regime: micro‑company tax (1 % or 3 %) if conditions are met; otherwise CIT at 16 % on profit.

The Incorporation Process Step‑by‑Step

The following numbered steps describe how to register a company in Romania, from initial planning through to post‑incorporation compliance.

Step 1 Plan and Choose Your Vehicle (SRL vs SRL‑D vs PFA)

Before filing, determine whether an SRL, an SRL‑D (a derogatory micro‑enterprise form with special conditions, limited to five CAEN groups), or a PFA (authorised sole trader with unlimited liability) best suits your situation. For most founders especially those seeking limited liability, outside investment, or the micro‑company tax regime the standard SRL is the optimal choice. See the comparison table below for a side‑by‑side summary.

Step 2 Company Name Reservation and CAEN Codes

Reserve your desired company name through the ONRC portal. The name must be unique and not misleading. At the same time, select the CAEN activity codes that match your planned business operations. The primary CAEN code is particularly important because certain codes are excluded from the micro‑company regime or attract the higher 3 % micro rate.

Step 3 Draft the Constitutive Documents

The constitutive act (actul constitutiv) is the founding document of the SRL. It must specify:

• Share capital and nominal value: the total subscribed capital, number of shares (părți sociale), and each shareholder’s contribution.
• Management clauses: appointment of one or more administrators, decision‑making quorums, and powers of representation.
• Scope of activity: CAEN codes describing the company’s principal and secondary activities.

For a single‑member SRL, the constitutive act takes the form of a sole shareholder’s declaration. Where multiple shareholders are involved, it functions as an articles‑of‑association‑style agreement. Recent amendments to the Companies Law permit electronic filing via the ONRC portal with a qualified electronic signature (QES), removing the need for a notarised original in many cases. Non‑residents should verify whether their home‑country documents require apostille or consular legalisation and certified Romanian translation.

Step 4 Deposit Minimum Share Capital

Open a temporary bank account in the company’s name‑to‑be and deposit the minimum share capital. Under Law 239/2025, the rules are as follows:

• New SRLs registered from 18 December 2025: minimum share capital of 500 RON.
• Existing SRLs with annual turnover exceeding 400,000 RON: must increase share capital to at least 5,000 RON within the statutory deadline.

The bank will issue a deposit confirmation letter, which forms part of the ONRC filing package. Non‑resident founders should expect enhanced KYC (know‑your‑customer) procedures, potentially including in‑person identification or video verification, and should allow extra time for this step.

Step 5 Secure a Registered Address

Every SRL must have a registered office (sediu social) in Romania. Acceptable proof includes a lease agreement, property ownership certificate, or a domiciliation (virtual office) agreement with a licenced provider. The landlord or owner must provide a written consent for the address to be used as a registered office. ONRC will verify the address during the registration process.

Step 6 File with ONRC

Submit the complete registration dossier to the ONRC either online through the myportal.onrc.ro platform (using a QES) or in person at the territorial trade‑register office. The dossier typically includes:

• Constitutive act (original or QES‑signed electronic copy)
• Proof of name reservation
• Capital deposit confirmation from the bank
• Proof of registered office (lease, ownership, domiciliation agreement)
• Identity documents of shareholders and administrators (passport or ID card; apostilled and translated for non‑residents)
• Specimen signature of the administrator(s)
• Declaration of real beneficiaries (UBO declaration)
• Declaration on own responsibility that the company meets all legal requirements

For complete filings, ONRC typically processes the registration within the same day to a few business days. Incomplete applications or documents requiring corrections may extend the timeline to 5–7 working days.

Step 7 Registration with Tax Authorities (ANAF)

Upon ONRC registration, the company automatically receives a fiscal identification code (CUI). However, additional registrations with the National Agency for Fiscal Administration (ANAF) are required:

• Tax vector declaration (Form 010/700): declares the types of taxes the company will pay (micro‑company tax or CIT, payroll contributions, etc.).
• VAT registration: if the company elects for or is obliged to register (see VAT section below). Use Form 097 for new registrations or Form 700 for amendments.
• SPV (Spațiul Privat Virtual) enrolment: mandatory electronic communication channel with ANAF for all tax correspondence, filings, and notifications.
• RO e‑Factura onboarding: all B2B transactions in Romania must be reported through the national e‑invoice system.

Step 8 Payroll and Social Contributions Registration

If the SRL will have employees from day one, register as an employer with ANAF by filing the appropriate declarations (Form 010 update). Key obligations include monthly payroll tax returns (Form 112), income‑tax withholding, and contributions to social insurance (CAS), health insurance (CASS), and the work‑insurance fund (CAM). Even if founders act as unpaid administrators, certain social‑contribution obligations may still arise depending on how remuneration is structured.

Step 9 Post‑Incorporation Compliance

Once operational, every SRL must meet ongoing compliance requirements under the Fiscal Code (Law 227/2015) and the Accounting Law:

• Monthly/quarterly tax returns: micro‑company tax or CIT advance payments, VAT returns (if registered), payroll declarations.
• Annual financial statements: must be filed with the Ministry of Finance within 150 days of the financial year‑end (typically by 31 May).
• Annual micro→CIT review: at 31 December each year, check whether turnover has exceeded the micro threshold. If it has, the company must switch to CIT from the following quarter (or the quarter in which the threshold was exceeded, depending on the applicable rule year).
• Local licences: certain activities (food service, construction, healthcare) require separate operating licences or authorisations from local authorities.

Fees and Timeline Summary

VAT Registration Flow

Romania VAT registration can be mandatory or voluntary, and understanding the triggers early prevents costly penalties and cross‑border compliance gaps.

Mandatory registration is required when the company’s annual turnover (calculated on a rolling 12‑month basis) exceeds the small‑business exemption threshold. Effective 1 September 2025, this threshold was raised from 300,000 RON to 395,000 RON under O.G. 22/2025. VAT registration is also mandatory for intra‑Community acquisitions exceeding 10,000 EUR and for certain reverse‑charge service supplies.

Voluntary registration is available at any time and is often advisable for companies that trade primarily with other VAT‑registered businesses (B2B) or that incur significant input VAT on purchases and would benefit from recovery. Companies selling cross‑border services within the EU should register early to avoid withholding issues or complications with the OSS (One Stop Shop) scheme.

The registration process involves submitting Form 097 (for new companies) or Form 700 (for existing entities) to ANAF. ANAF may conduct a brief verification (checking the registered office, the administrator’s fiscal history, and capital adequacy) before issuing the VAT code. Once registered, the company must onboard to the RO e‑Factura (e‑Invoice) system and begin filing periodic VAT returns (typically monthly or quarterly, depending on turnover).

Practical tip: monitor monthly rolling revenues proactively. If your SRL is approaching the 395,000 RON threshold, begin the registration process in advance ANAF processing can take several weeks, and transacting without a VAT code after exceeding the threshold creates an immediate liability.

Micro‑Company Tax Rules, Thresholds, and Tax Calculator Example

The micro‑company regime is the headline reason many founders choose company formation in Romania. Under Article 51 of the Fiscal Code, qualifying companies pay tax on revenue rather than on profit:

• 1 % rate: applies to micro‑companies with annual revenue of EUR 60,000 or less that meet additional conditions (including employing at least one full‑time employee).
• 3 % rate: applies to micro‑companies with revenue above EUR 60,000 (but still within the micro ceiling), or to those with CAEN codes specifically designated for the higher rate.

Exit Threshold Switch to CIT

Article 52 of the Fiscal Code sets the revenue ceiling above which a micro‑company must mandatorily switch to the standard 16 % corporate income tax (CIT). The 2024/2025 Fiscal Package (OUG 156/2024) and subsequent amendments reduced this ceiling in two stages:

• 2025: companies exceeding EUR 250,000 in annual revenue must switch to CIT from the quarter the threshold is exceeded.
• 2026 (from 1 January): the threshold drops further to EUR 100,000. Any company whose revenue exceeds this amount will be required to pay CIT.

At each year‑end (31 December), ANAF reviews the company’s total revenue against the applicable threshold to determine classification for the following year. Related‑party turnover may be aggregated when testing the threshold under Article 52 rules, so founders operating multiple entities should plan accordingly.

Quick Tax Calculator Worked Example

Below is a static illustration of how the tax calculation works. (A dynamic client‑side widget will be available on this page estimates are for guidance only; check ANAF and the Fiscal Code for final tax status.)

Result (2026 rules): Turnover of EUR 80,000 is below the EUR 100,000 micro ceiling → micro regime applies. Because revenue exceeds EUR 60,000, the 3 % rate applies. Estimated annual micro‑company tax = EUR 80,000 × 3 % = EUR 2,400 (≈ 11,928 RON). Had the company qualified for the 1 % rate (revenue ≤ EUR 60,000 with at least one employee), tax would be just EUR 800.

Estimates provided for guidance only; check ANAF / Cod Fiscal for final tax status.

Tax Planning Considerations

• Hiring to qualify for 1 %: employing at least one full‑time staff member (or the founder/administrator as an employee) can reduce the rate from 3 % to 1 % for companies under EUR 60,000.
• CAEN exposure: certain CAEN codes (e.g., HoReCa, specific consulting categories) are either excluded from micro or taxed at 3 % regardless of turnover level. Review classifications before registration.
• Opting out of micro: companies expecting high deductible costs (e.g., subcontracting, raw materials) may be better off under CIT, where only net profit is taxed at 16 %. Model both scenarios before committing.
• Related‑party aggregation: if you control multiple Romanian entities, their combined revenue is tested against the micro ceiling. Structure group operations with this rule in mind.

For tailored micro‑tax planning and CIT transition strategies, industry observers recommend engaging specialist counsel especially given the pace of legislative change.

Key Requirements and Eligibility for Company Formation in Romania

Who can form an SRL? Both natural persons and legal entities whether Romanian residents or non‑residents may incorporate an SRL. There is no requirement that a founder be resident in Romania, although non‑resident founders must supply apostilled or consularly legalised identification documents, along with certified Romanian translations. The ONRC registration guidelines detail the specific documentary requirements for foreign nationals and corporate shareholders.

Mandatory items at formation:

• Registered office: documented proof of a physical address in Romania (lease, ownership deed, or domiciliation contract).
• Minimum share capital: 500 RON for new SRLs registered from 18 December 2025. Companies whose annual turnover later exceeds 400,000 RON must increase their capital to at least 5,000 RON (Law 239/2025).
• Beneficial owner declaration: identifying all individuals who ultimately own or control the company (UBO register).
• Identity documents: valid passport or national ID card for all shareholders and administrators.
• Qualified electronic signature (QES): required if filing online via the ONRC portal.
• Proof of capital deposit: bank confirmation letter.

Eligibility traps to watch: certain CAEN codes exclude the company from the micro regime entirely (e.g., banking, insurance). Annual financial statements must be filed regardless of size. Payroll registration is required from the date of hiring the first employee failure to register triggers penalties.

Comparison Table: SRL vs SRL‑D vs PFA

Note: SRL‑D advantages (exemptions on certain taxes and fees) have been progressively scaled back by recent legislative amendments. Prospective founders should verify current SRL‑D benefits before choosing this form. The SRL vs PFA vs SRL‑D decision involves trade‑offs in liability, taxation, and administrative burden a dedicated comparative guide can help founders in IT and consultancy identify the best fit.

Common Pitfalls and Checklist

The most frequent problems encountered during company formation in Romania include:

• Wrong CAEN code: selecting an ineligible or higher‑rate CAEN can lock the company out of the 1 % micro rate or the micro regime entirely.
• Missing or defective documentation: unsigned declarations, un‑apostilled foreign documents, or expired ID copies delay ONRC processing by days or weeks.
• Incorrect turnover aggregation: failing to aggregate related‑party revenues can lead to unexpected CIT obligations and back‑tax assessments.
• Late VAT registration: transacting above the threshold without a VAT code triggers penalties and interest from ANAF.
• Bank onboarding delays: non‑resident founders often underestimate Romanian bank KYC timelines; plan for 2–3 weeks minimum.

Downloadable checklist: a one‑page PDF covering every item needed for SRL registration from name reservation through to ANAF filings is available for download (Romania SRL formation checklist PDF). Items covered include: name reservation confirmation, constitutive act, capital deposit receipt, proof of registered office, ID documents and translations, beneficial owner declaration, ANAF registration forms, and payroll setup steps.

First‑year compliance calendar: monthly payroll declarations (Form 112), quarterly or monthly micro‑company tax / CIT advance payments, VAT returns (if registered), and annual financial statements (due by 31 May for the preceding year).

Next Steps and Supporting Guides

Setting up an SRL in Romania is a straightforward process when the documentation is complete and the tax‑regime choice is well‑informed. With the 2026 micro‑company threshold dropping to EUR 100,000 and new capital requirements now in force, timely professional guidance is more valuable than ever. Founders should model both the micro and CIT scenarios before incorporation, register for VAT proactively if cross‑border trade is planned, and ensure all CAEN codes are aligned with both business plans and tax objectives.

For a comprehensive document list, download the Romania SRL formation checklist PDF. Detailed supporting guides on Romania VAT registration: step‑by‑step, SRL vs PFA vs SRL‑D, and Micro‑company tax vs CIT planning are also available to help founders navigate the nuances of each decision point.

Company formation in Romania remains one of the most cost‑effective routes to EU market access but the regulatory landscape is evolving rapidly. Engaging experienced counsel early in the process ensures compliance from day one and positions the business for sustainable growth.

Sources

• ONRC National Trade Register Office: SRL Registration Guidance and Document Checklist
• Law 31/1990 (Companies Law) Portal Legislativ
• Fiscal Code (Law 227/2015) Portal Legislativ
• Fiscal Code Articles 51–52 (Micro‑Company Tax Regime) Portal Legislativ
• Law 239/2025 (Share Capital Amendments) Portal Legislativ
• 2025–2026 Fiscal Package (Micro Threshold Amendments) Portal Legislativ
• Article 52 Related‑Party Turnover Aggregation Rules Portal Legislativ
• Companies Law Amendments (Electronic Filing) Portal Legislativ
• OUG 156/2024 (Fiscal Package Micro Threshold Reductions) ANAF
• O.G. 22/2025 (VAT Small‑Business Exemption Threshold Increase) ANAF
• OPANAF 59/2026 (RO e‑Factura Onboarding) ANAF
• ANAF VAT Registration and Online Services
• European Union Romania Country Profile