Why Choose Romania for Company Formation?
Romania offers something rare in the EU: genuine onshore credibility at a genuinely low cost. The headline corporate rate is 16% flat, among the lower standard rates in the Union, and unlike the refund mechanisms used elsewhere it is simply the rate you pay, with a 1% microenterprise turnover tax often available in year one. An EU member since 2007, Romania carries no offshore stigma and sits on no Financial Action Task Force or EU list. For operators who want a reputable European base without the cost base of the older fintech hubs, it is a strong option, and one we form and run.
Romania’s real edge is not the 16% flat rate alone—it is that genuine operating substance, the kind banks and regulators actually inspect, costs far less to build here than in the higher-wage EU hubs, because the engineering and compliance talent pool is deep and affordable. A company with real Romanian staff and real local activity banks and defends more credibly than a paper entity with a lower rate, and that difference compounds in every regulated and high-risk vertical. We form here specifically because substance is defensible here, not just because the tax is low.
An EU Base With a Talent Edge
A Romanian company is an EU company, with all the market access and treaty standing that carries, plus something most rivals lack: the largest engineering talent pool in Central and Eastern Europe. For any operator that has to demonstrate real technical capability to a regulator, from a payments institution to a future crypto applicant, that makes building genuine, affordable ICT and compliance substance far easier than the higher-cost hubs. Romania also runs a wide double-tax-treaty network and applies the EU Parent-Subsidiary and Interest-Royalty Directives, so cross-border dividend and interest flows can often reach 0% withholding.
Credible and Low-Cost, Not Cut-Price
Romania is one of the cheaper EU jurisdictions to incorporate and run in, and we will not pretend low cost means no substance. Its value is credibility per euro: a recognised onshore EU domicile, an affordable professional-services base, and a flat tax that is the rate you pay rather than a headline you negotiate down. What we deliver is a reputable European company you can bank, staff and defend, not a disposable shell bought on price.
Which Business Models Suit Romania
Romania is not a one-size-fits-all jurisdiction, and part of what we do is tell you plainly when it fits and when it does not. Before we form anything, we map your business model against what Romania actually rewards. The pattern is consistent across the operators we work with.
- Operators building real engineering and compliance teams. Romania’s talent pool makes ICT, AML and operational substance affordable to staff genuinely in-country, which is exactly what regulators want to see.
- Cost-conscious EU founders. A flat 16% rate, a 1% microenterprise on-ramp and a low operating cost base suit operators whose unit economics matter, from forex back-office to high-volume ecommerce.
- Group and holding structures inside the EU. The Parent-Subsidiary and Interest-Royalty Directives plus a wide treaty network make Romania a workable holding or sub-holding layer.
- CEE-focused and cross-border ecommerce. A large domestic market, eurozone-adjacent logistics and EU VAT treatment make Romania a credible base for regional and cross-border trade.
- Operators staging towards a regulated build. Form the Romanian company now, staff the substance, and file the licence where the regime is open while Romania’s own catches up.
- × Operators who need an EU crypto passport in 2026. Romania’s national MiCA regime is not yet in force, so we form the company here and file the CASP licence in a jurisdiction we serve directly, and we will say so.
- × Pure cost-shoppers and brass-plate buyers. Romania rewards real activity. A substance-light shell is vulnerable, and it is not what we build.
- × US persons. We do not take on US persons as clients; this page is reference only for them.
What We Do For You
We form your Romanian company and we run it. We are not a referral desk that hands you to a local firm and disappears. We file the incorporation at the Trade Register, set up the operating layer, manage the ongoing compliance and stand behind the outcome. Where parts of the work are best done by an in-country lawyer or accountant, we use specialists we have personally vetted and work with directly, never an unverified third party, and we stay your single point of contact.
- Incorporation, filed by us. Name reservation, the articles of association (act constitutiv), the corporate purpose mapped to your real activity, and the filing with the National Trade Register Office, with the company holding legal personality from registration.
- The operating layer, set up. Registered office, fiscal registration with the tax administration (ANAF), VAT registration where it fits, and the beneficial-ownership declaration, all handled inside the statutory windows.
- Banking, worked in parallel. We pre-qualify your profile against realistic banking and e-money appetite, fund the share capital correctly, and run the account application alongside incorporation rather than after it.
- Substance, built in from day one. Office, EU-resident management and, where the model needs it, genuinely staffed Romanian functions, structured so the company is defensible to foreign tax authorities and banks rather than retrofitted under challenge.
- The licensing path, designed in. If you are heading for a payments, gaming or future crypto authorisation, we structure the company for it from incorporation, and tell you honestly where the licence itself should be filed.
- Ongoing compliance, managed. VAT and tax filings, annual financial statements, the corporate income tax or microenterprise return, and the UBO declaration, kept current so you never drift toward penalties or strike-off.
The Romanian SRL
The Societate cu Răspundere Limitată (SRL), the limited liability company under Companies Law No. 31/1990, is the vehicle behind the overwhelming majority of Romanian structures. The Joint-Stock Company (SA) exists for larger and certain regulated structures, but for an operating or holding company the SRL does everything it does with far less capital and governance overhead, and it is the entity we form for nearly every Romanian client.
Definition: Societate cu Răspundere Limitată (SRL)
The Romanian SRL is a private limited-liability company governed by Companies Law No. 31/1990. It has effectively no statutory minimum share capital (from RON 1, after the historic RON 200 minimum was removed), needs at least one administrator, and may have 1 to 50 shareholders (asociați) with 100% foreign ownership. A single-shareholder SRL is permitted, subject to the rule that a person may be sole shareholder of only one such company. It keeps Romanian-standard accounts, files with the Trade Register, and is the standard vehicle behind operating, holding and licensed structures alike.
- Effectively no minimum share capital. From RON 1; the historic RON 200 floor was removed.
- One administrator minimum; no nationality restriction; a board where the structure warrants it.
- One to fifty shareholders; 100% foreign ownership permitted.
- Romanian-standard accounting; statutory audit only above size thresholds or where regulated.
Alternatives to the SRL
| Entity | Min. Capital | Used For |
|---|---|---|
| SRL (limited liability company) | Effectively none (RON 1) | The standard vehicle for trading, holding, and most regulated operating structures |
| Joint-Stock Company (SA) | RON 90,000 (~EUR 18,000) | Larger, capital-markets and certain regulated structures; board governance; minimum 2 shareholders |
| SRL with sole shareholder (SRL-U) | Effectively none | A single owner; one person may be sole shareholder of only one such company |
| Branch (sucursală) | None | An extension of a foreign parent, not a separate legal person; EU parents enjoy lighter filing |
| Subsidiary of a foreign company | As for the SRL/SA | A Romanian SRL or SA wholly owned by a foreign group; the usual route for foreign operators |
Formation Process
We incorporate your Romanian company by filing with the National Trade Register Office, with an in-country lawyer we work with directly handling any step reserved by law. A Romanian registered office is mandatory, but you rarely need to travel; we form the company remotely under a power of attorney. The genuine bottleneck is not the Register, which is fast, it is banking, which we run as a parallel workstream rather than a step that starts after incorporation.
Due Diligence and KYC
We collect a certified passport copy, proof of address dated within three months, and source-of-funds evidence for each shareholder, administrator and beneficial owner. Clean, well-presented documentation here is the single biggest driver of a smooth timeline downstream, both at the Trade Register and, later, at the bank, so we get it right before anything is filed.
Name Reservation
We reserve the company name with the Trade Register; it must be distinctive and end in “SRL” or “SA”. Restricted words tied to regulated activities need prior consent. We pre-clear two or three alternatives so a rejected name never resets the clock.
Drafting
We draft the articles of association (act constitutiv) alongside the registered-office documentation, the shareholders’ and administrators’ declarations, and the beneficial-ownership statement. We make sure the corporate purpose (CAEN codes) matches the activity you actually intend to carry on.
Share Capital and Filing with the Trade Register
We arrange the share-capital deposit and file the complete dossier with the National Trade Register Office. On approval the Register issues the certificate of registration and the unique registration code (CUI), and the company exists in law from that date. The standard turnaround is 3 to 5 working days for a complete file.
Post-Registration
We complete fiscal registration with ANAF, register for VAT where applicable, and confirm the beneficial-ownership declaration on file. These steps are routine but time-bound; we keep them inside the statutory windows so the company never draws an avoidable penalty.
Banking and EMI Onboarding
Opening an operating account is the genuine bottleneck, so we begin it in parallel with incorporation, not after it. A clean, substance-backed company onboards faster; a crypto-adjacent or non-resident-heavy profile takes longer and may route to an EU-regulated e-money institution rather than a domestic bank. The Banking section below sets out how we handle it.
Forming as a Non-Resident
Romania places no nationality restriction on ownership and allows fully remote formation, so as a non-resident you rarely need to travel for the incorporation. We handle it under a power of attorney. The two elements that need attention are the substance question, whether and how to put genuine management in Romania, and the apostille chain for documents executed abroad, both of which we manage for you.
| Requirement | Position |
|---|---|
| Foreign ownership | 100% permitted; no nationality restriction |
| Local administrator | Not required by law to incorporate a plain SRL, but genuine EU-resident management is strongly advised for substance and treaty defensibility; regulated activity adds resident-officer rules |
| Registered office | Mandatory Romanian address; we provide it |
| Share-capital deposit | Deposited to the company before or at registration; effectively nominal for an SRL |
| Remote formation | Fully feasible under a power of attorney; presence usually only for some bank onboarding |
| Apostille | Romania is party to the Hague Apostille Convention; foreign documents typically need notarisation and apostille, with certified Romanian translation |
Costs
This is the section competitors avoid, so we lead with the headline-versus-reality split. The official Trade Register and government fees for forming an SRL are modest, in the low hundreds of euros, but a company you can actually bank and run costs more than that to set up and maintain in its first year. The fees are real; they are just not the cost. We quote a single all-in figure for what we deliver once we understand your model, so there are no surprises after incorporation.
Government and Official Fees (as of June 2026)
| Fee Item | Amount | Notes |
|---|---|---|
| Trade Register registration fee | Low hundreds of euros | The official government line for forming an SRL |
| Minimum share capital (SRL) | From RON 1 | Effectively nominal; the historic RON 200 minimum was removed |
| Name reservation | Nominal fee | Paid on reservation; a few euros |
| Beneficial-ownership declaration | No separate state fee | Filed as part of incorporation |
| Annual financial-statement filing | Nominal fee | Paid on the annual statutory filing with the Trade Register |
Taxation
Tax is genuinely part of Romania’s appeal. The standard corporate rate is 16% flat, and unlike a 35% headline that drops to roughly 5% only through a refund mechanism elsewhere, the Romanian 16% is simply the rate you pay. A new company can usually elect the microenterprise regime in its first year, 1% on turnover up to EUR 100,000, but an active regulated or high-risk business outgrows or is excluded from that ceiling quickly, so treat it as a year-one benefit rather than a lasting one. The table below states the position as it stands.
| Item | Position (as of June 2026) |
|---|---|
| Corporate income tax | 16% flat on profits |
| Microenterprise tax | 1% on turnover up to EUR 100,000; restricted by activity and subject to conditions |
| VAT | 19% standard; reduced rates on certain supplies; registration above the small-undertaking threshold |
| Dividend tax (distributions) | Standard dividend tax on distributions to individuals |
| Withholding tax (dividends, interest to non-residents) | Reduced to 0% under the EU Parent-Subsidiary and Interest-Royalty Directives where conditions are met; treaty relief otherwise |
| Capital gains | Taxed within corporate profits at 16%; participation exemptions where conditions are met |
| Treaties | A wide double-tax-treaty network in force |
| Transparency | CRS in force; DAC8 and the OECD Crypto-Asset Reporting Framework transposed, first crypto exchanges from 2027 |
| Pillar Two | Global-minimum-tax rules apply only to groups above EUR 750m revenue |
The Microenterprise Regime, Honestly
The 1% microenterprise turnover tax is real, but narrower than it looks. It is capped at EUR 100,000 of turnover, restricted by activity, and conditional on factors such as having at least one employee. Most regulated and high-risk operators of any scale exceed the ceiling within a year or fall outside the eligible activities, at which point the flat 16% applies. We model both so you know which regime you are in, and when the switch happens, rather than budgeting on a rate you cannot keep.
VAT and Reporting
The standard VAT rate is 19%. Registration is compulsory once turnover exceeds the small-undertaking threshold, with voluntary registration below it, and cross-border or business-to-business models often register from the outset. Romania has transposed DAC8 and the OECD Crypto-Asset Reporting Framework, so any operator touching crypto-asset reporting must register with ANAF, collect tax-residency self-certifications and file annual reports exchanged across the EU and beyond. We build the registration and reporting position in from the start rather than retrofitting it.
Banking
Opening an account is the slowest part of a Romanian setup for non-resident-owned and crypto-adjacent businesses, and we will not pretend otherwise. Banking is a supporting part of what we deliver, worked in parallel with formation, not a headline promise.
Where the business often goes is the EU-regulated electronic-money and payment-institution layer. The archetype is an EEA-licensed e-money institution offering a EUR International Bank Account Number (IBAN) with Single Euro Payments Area (SEPA) access, onboarding in days to weeks. Client funds sit in segregated safeguarding accounts; a licensed EU EMI is not a deposit-guaranteed bank, and that distinction matters. We do not name banks or payment providers as a matter of policy. Documentation typically requested is the full corporate certificate set, certified UBO identification, proof of address, a business description, expected volumes, and source of funds and wealth, and we prepare it with you before anything is submitted.
The substance link is direct: demonstrable Romanian activity, an office, genuine management and real staff measurably improve approval odds, while a paper company struggles. We assess your profile against realistic banking appetite before we file, and run the application as part of the formation, not as an afterthought. See the banking overview for how we approach accounts.
Annual Compliance
A Romanian company carries ongoing obligations whether or not it trades. The core duties are periodic VAT and tax filings, annual financial statements filed with the Trade Register, the corporate income tax or microenterprise return, and an up-to-date beneficial-ownership declaration. Persistent non-filing escalates to penalties and eventual strike-off, which is why we manage the full compliance cycle for the companies we form so nothing lapses.
| Obligation | Detail |
|---|---|
| VAT returns | Monthly or quarterly where VAT-registered; recapitulative statements on intra-EU supplies |
| Corporate tax / microenterprise return | Periodic and annual returns depending on the regime the company is in |
| Annual financial statements | Filed with the Trade Register within the statutory deadline after year-end |
| UBO declaration | Filed at incorporation and updated on any change of beneficial ownership |
| Statutory audit | Required above the size thresholds, and for regulated entities, regardless of size |
| Strike-off | Persistent non-filing leads to penalties and eventual Trade Register strike-off |
Substance: Affordable Here, but Non-Negotiable
Romania has no standalone offshore economic-substance filing regime. There is no annual economic-substance return classifying “relevant activities” against substance tests, as in the Cayman Islands or the British Virgin Islands (BVI). That box does not exist here, and pages that import an offshore substance-filing framework onto Romania are simply wrong.
But substance still matters intensely, through different mechanisms, and Romania’s talent pool makes it cheaper to build genuinely than almost anywhere else in the EU. We build it in from incorporation:
- EU Anti-Tax Avoidance Directives (ATAD I and II) are fully implemented: controlled-foreign-company rules, interest limitation, exit tax, anti-hybrid measures, and a general anti-abuse rule.
- Management and genuine activity remain decisive for treaty tie-breakers and foreign-authority challenges. Real decision-making in Romania, EU-resident management and documented local activity are expected.
- Regulated activities impose their own local-presence, resident-officer and operational-substance requirements, far beyond the company-law baseline.
- Substance drives banking and treaty defensibility. Paperwork alone will not rescue a substance-light arrangement; affordable Romanian staffing makes real substance the sensible default.
Licensing Pathways from a Romanian Company
A plain Romanian SRL is not a licensed financial entity and gives no licence or EU passport on its own. Authorisation comes only with the relevant licence, and we design the formation structure for the licence the company intends to hold. The honest position differs by vertical: some Romanian regimes are open, and one, the national MiCA crypto regime, is not yet in force, so where a crypto licence is the priority we form the Romanian company and file the authorisation in a jurisdiction we serve directly.
[Crypto
MiCA Crypto-Asset Service Provider
Romania’s national MiCA regime is not yet in force, so the ASF cannot yet authorise a CASP. We form the Romanian company and file the licence where the regime is open.](/crypto-licensing/romania/) [Payments
EMI and Payment Institution
An electronic money institution (EMI) or payment institution (PI), supervised by the Banca Națională a României, with EEA passporting on authorisation.](/emi-licensing/) [Gaming
Gaming-Adjacent Structuring
Romania’s gambling regulator (ONJN) licenses online and land-based gaming. We structure the company; the licence is a separate authorisation with its own capital and substance.](/gambling-licensing/)
How Romania Compares
Romania competes with the EU-onshore cluster we serve: Estonia, the digital-first Baltic option; Cyprus, the established low-friction EU base; Lithuania, the fast fintech entry; and Poland, the larger CEE neighbour. All are EU member states, so each offers EEA market access and passporting once a company is appropriately licensed. Romania’s edge is the combination of a flat 16% rate that is simply the rate you pay, a 1% microenterprise on-ramp, and the lowest cost of building genuine engineering and compliance substance in the group; its weakness is that its national crypto regime is not yet open and domestic banking is cautious.
| Factor | Romania | [Estonia](/company-formation/estonia/) | [Cyprus](/company-formation/cyprus/) | Lithuania | Poland |
|---|---|---|---|---|---|
| Dominant entity | SRL | OÜ | Private Ltd | UAB | Sp. z o.o. |
| Formation time | 3–5 working days | ~1 day | 5–10 working days | 3–7 days | 1–7 days |
| Min. capital | RON 1 (nominal) | EUR 0.01 | None (1 share) | EUR 1,000 | PLN 5,000 |
| Corporate tax | 16% flat (1% micro) | 22% on distrib. (0% retained) | 15% | 15% | 19% (9% small) |
| EU passport (with licence) | Yes | Yes | Yes | Yes | Yes |
| FATF / MONEYVAL | Clean | Clean | Clean | Clean | Clean |
| Remote management | Strong (via PoA) | Strongest | Strong* | Strong | Strong |
| Banking (non-resident) | Moderate to high | Moderate to high | High difficulty | Moderate | Moderate |
See every jurisdiction we form companies in →
*Cyprus rewards management-and-control substance more than a purely remote setup.
Estonia leads on fully remote management and the fastest filing; Cyprus offers an English-based legal system and a deep treaty network at the cost of harder banking; Lithuania and Poland sit close to Romania on cost and speed. Romania wins where the flat 16% rate, the 1% microenterprise on-ramp, and the affordability of genuine engineering and compliance staff matter most, and where you do not need a Romanian crypto licence in 2026. We form companies in each of these jurisdictions, so if Romania is not the right home for your business, we will tell you which is.
Frequently Asked Questions
How long does Romania company formation take?
Registration at the Trade Register (ONRC) takes about 3 to 5 working days once a complete file is lodged, and the company has legal personality from the date of registration. Being fully operational with a bank or e-money account commonly takes a further 2 to 6 weeks, and longer for high-risk profiles. A Romanian registered office is mandatory, but the formation itself can be handled remotely under a power of attorney.
Can a non-resident own 100% of a Romanian company?
Yes. There is no nationality restriction on shareholders of an SRL, a single shareholder is permitted, and remote formation is feasible through a power of attorney. Foreign documents typically need notarisation and apostille, with certified Romanian translation.
Do I need a local director in Romania?
Not to incorporate a plain SRL. But genuine management and an EU-resident administrator are strongly advised for tax-residency substance and treaty defensibility, and any regulated activity adds its own local-presence and resident-officer requirements, which we build in from the start.
What is the minimum share capital for a Romanian SRL?
There is effectively none. The historic RON 200 minimum was removed, so an SRL can be formed with as little as RON 1 of share capital. The SA requires RON 90,000 (about EUR 18,000), and licensed activities carry their own separate own-funds requirements, which are far higher.
What is the corporate tax rate in Romania?
The standard corporate income tax is 16% flat, and it is simply the rate you pay, with no refund mechanism. A new company can usually elect the microenterprise regime in its first year, 1% on turnover up to EUR 100,000, but most regulated and high-risk operators outgrow or are excluded from that ceiling, so treat it as a year-one benefit rather than a lasting one.
Is the VAT registration threshold mandatory from day one?
No. The standard VAT rate is 19%, and registration is compulsory once turnover exceeds the small-undertaking threshold, with voluntary registration available below it. Cross-border and business-to-business models often register voluntarily from the outset, and we advise on the right position for your activity.
How much does it cost to form a company in Romania?
The official Trade Register and government fees are modest, in the low hundreds of euros, but a company you can actually bank and run carries real first-year costs for the registered office, accounting and any required audit. Licensed or high-risk structures with banking run far higher. We give you one all-in figure for the work we deliver once we understand your model.
How hard is it to open a Romanian bank account?
Moderate for a clean, substance-backed company with genuine Romanian activity, which can open an operating account in roughly 2 to 6 weeks; harder for non-resident-owned and crypto-adjacent businesses, which face longer enhanced due diligence. Many such companies build the operating layer with EU-regulated e-money institutions instead, and we run the application in parallel with formation.
What are the ongoing compliance obligations for a Romanian company?
Monthly or quarterly VAT and tax filings, annual financial statements filed with the Trade Register, an up-to-date beneficial-ownership declaration, and the corporate income tax or microenterprise return. Companies above the size thresholds need a statutory audit. We manage the full cycle so the company never drifts toward penalties or strike-off.
Can a Romanian company hold a crypto, payments or gaming licence?
The SRL is the vehicle, but the licence is always a separate authorisation. Romania’s national MiCA crypto regime is not yet in force, so we form the Romanian company and, where the crypto licence is the priority, file it in a jurisdiction we serve directly. Payments and gaming pathways exist under their own regulators, with their own capital and substance requirements.
Form your Romanian company, banking-ready
Formation, banking, and your licensing path, delivered end-to-end by one accountable firm. Book a free consultation and we will tell you straight whether Romania fits, map the route, and give you a single all-in quote for the work.
Banking & Payments
A company and a licence still need a bank account
Banking is one of our three core services. We help high-risk and regulated businesses open the bank and payment accounts that others refuse: we work directly with EU EMIs, payment institutions and crypto-aware banks, confirm appetite before you apply, and make the introduction. Take it with your company and licence, or on its own.
Related Services
- Romania Crypto / CASP Licensing: where the national MiCA regime stands, and where to file instead
- EMI & Payment Institution Licensing: e-money and payment authorisation with EEA passporting
- Estonia Company Formation: the digital-first EU alternative, compared in this guide
- Cyprus Company Formation: the established low-friction EU base, compared in this guide
- Banking for Crypto & Fintech: account placement for crypto, fintech, and high-risk businesses