I have been creating companies for more than 20 years in Romania. A lot has changed over the years.
Since 2007, I have created companies in Romania from a distance, so at the start, you do not travel to Romania. You will travel when your company is created.
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Let’s go into more details and explain the company registration process in Romania:
Step 1: Choose the right company type
Your Romanian business venture starts with picking the right structure. Romanian commercial law gives you several options. Each option comes with its own benefits based on your goals, available capital, and how you want to run things.
Limited Liability Company (SRL)
SRLs have altered the map of Romanian business. They make up more than 95% of new companies. Business owners love them because they blend simplicity, protection, and flexibility perfectly. Speaking from experience, my liability only extends to what I put in. This keeps my personal assets safe from company debts.
The SRL structure works great for 1-50 shareholders. It fits everyone from solo entrepreneurs to mid-sized businesses.
The Romanian government dropped the old 200 RON minimum capital rule. Now you just need 1 RON (about €0.20) to get started. I recommend, however, to keep the 200 RON capital. I also want to draw the fact that from January 2026, the threshold for the social capital will most probably be reviewed to 8000 RON.
Running an SRL is straightforward. You can have just one director who doesn’t need to live in Romania. This lets foreign entrepreneurs stay in control without moving to Romania.
Joint Stock Company (SA)
The SA (Societate pe Acțiuni) is a big deal for larger ventures or if you plan to trade publicly. This is nowhere near as simple as an SRL – you need at least 90,000 RON (about €18,000) to start.
SAs split ownership into tradable shares and call for more detailed governance. Unlike SRLs, an SA must have:
- Two or more shareholders
- At least three administrators if the statutory audit applies
- Three permanent auditors plus a backup
You can manage an SA in two ways: through a unitary system with a board and directors, or a dual system with supervision and directorship. It’s more complex but gives you the setup you need for big operations and public trading.
Branch or Subsidiary
Foreign companies coming to Romania can choose between branches and subsidiaries.
A branch works as part of your main company without its own legal identity. It can only do similar work to the parent company. The parent company takes on all branch responsibilities. This option makes accounting easier, keeps management simple, and helps you enter the market faster.
A subsidiary stands on its own legally. It’s usually an SRL or SA where the parent company owns 51% or more. This setup gives you:
- Protection for the parent company’s assets
- Freedom to try different business activities
- Better tax options
- Your own financial identity
What is the incorporation of a company in Romania?
Company incorporation turns your business idea into its own legal entity. This creates a wall between you and your business. Your business can keep going even if owners change, and it gives you a proper business structure.
The Romanian Trade Registry handles your company’s legal “birth certificate”. Once you’re registered, your business exists legally. You can sign contracts, own property, and do business in Romania.
You’ll get your incorporation certificate 3-10 days after submitting all your papers. This document has your Trade Registry number and tax ID, marking your official start as a real business.
Step 2: Reserve your company name
Your next significant task is securing a unique company name after deciding on your business structure. This name becomes your business identity in Romania and must meet specific legal requirements to get approval.
How to check name availability
You must verify name availability before creating your Articles of Association. Here’s how to check if your desired company name is available:
- Visit the National Trade Register Office (ONRC) website portal at http://portal.onrc.ro
- Use the online verification tool to search for existing businesses with similar names
- You can also submit your verification request at any Trade Register office counter
Name verification and reservation works nationwide, not just in your registration county. Finding unique names is getting harder, so it’s best to prepare about five alternative options. Once approved, your name reservation stays valid for 1 month, giving you time to finish the remaining registration steps.
I did a lot of name reservations, and from experience, the name has to be 70 percent different from names already registered in Romanian or English. Two words are better than 1 word in order to make the difference. You cannot use the word Romania in the name.
We do that remotely for you and hand over the name at a notary when we do the creation procedures and documents for the creation of your Romanian company.
Rules for naming a Romanian company
Romanian businesses must follow strict naming rules to stand out in the market:
- Your name must be different from any registered company nationwide
- SRL names need personalization and must include the “SRL” designation
- SA names need a personalized part with the “SA” indicator
- Some words need special government approval, such as:
- “Romania” or “Romanian” (approval takes about 30 days)
- “National,” “Institute,” or terms that suggest central authority
- Academic terms like “Scientific,” “Academy,” “University”
Words like “Import-Export,” “Services,” “Limited,” and “International” don’t help your name stand out. The law prohibits names that could mislead clients or harm another company’s reputation.
Tips to avoid rejection at Trade Registry
The Trade Registry often rejects company names that are too similar to existing ones. Here’s how to improve your chances of approval:
Start with a preliminary name search before formal submission. Many legal consultants provide free pre-verification services that save time.
Order no. 2594/2008 lists these common rejection triggers to avoid:
- Names that just rearrange words from existing companies
- Adding or removing prepositions or conjunctions
- Using abbreviations that keep the same meaning
- Adding symbols like @, #, % to replace letters
- Adding or removing diacritical marks
- Using words that sound alike despite different meanings
The quickest way to create a distinctive name is to include at least 2-3 unique words. Your reservation request should include all identification details, filing reason, name choices in order of preference, and proof of fee payment.
The Trade Registry usually processes name reservations within one working day, and sometimes the same day. You can appeal a rejection along with your registration application, but having backup options ready is usually better.
Step 3: Set up your registered office
Romanian companies need an official headquarters with a registered address inside Romania. This address becomes your company’s legal home and the place where you’ll receive official documents from authorities.
Options for physical or virtual office
Romanian law lets you choose from several ways to establish your registered office:
- Physical Office Space – A traditional office you rent or own gives you dedicated space for business operations. Companies with employees who need actual workspace find this option ideal.
- Virtual Office – This modern and economical solution provides a legal address without needing you to be there. You’ll get mail handling, document scanning, and forwarding services. Remote entrepreneurs, freelancers, startups, and foreign investors entering Romania’s market love this option.
- Law Firm Hosting – Law firms can host your company’s registered address under Law 51/1995 for up to one year. Your company can’t declare activity at this address or register for VAT purposes with this option.
Romanian law now allows several companies to share the same address. This is true even when companies outnumber the available individual spaces, thanks to changes made in July 2020.
I have two business and incubation centers in Romania, and 90 percent of our clients have the “sediu” (social seat) in one of these business centers.
Our business incubators act as a starting point for small and emerging businesses. We customize a timeline for your business and offer varying levels of assistance from our experienced teams. If needed, we can handle the entire start-up process for you and also provide guidance on running the business. We will continue to support you as your business grows.
Our services range from remote assistance and desk rental to secretary support and customized “plug & play” solutions for various industries, such as providing transport companies with trucks, drivers, and a transport license. Our goal is to create a supportive and educational atmosphere for entrepreneurs as they navigate the crucial early stages of launching a new venture.
Our business incubators aim to improve the likelihood of a start-up’s success, decrease the duration of its start-up phase, and minimize the expenses associated with establishing and expanding its business.
Documents needed for address verification
You need proof that shows your right to use the location. Here’s what works:
- Lease agreement or property ownership documents
- Extract from the Romanian land book (if applicable)
- Service contract with the provider for virtual offices
- Legal assistance contract and Bar Association decision for law firm hosting
Special rules for residential buildings
Setting up a company headquarters in residential buildings used to need written approval from neighbors with shared walls and the building’s owners’ association.
The rules changed on July 5, 2020, making things easier. Now you don’t need neighbor approval if no business happens at the registered address. Company directors just need to sign an affidavit stating they won’t conduct commercial activities at the residential address.
These new rules have made starting a company much easier. This is a big deal as it means that entrepreneurs working remotely or running digital businesses can set up without the hassle of physical operations at their registered address.
This is a major improvement as the old way is a killer for the businesses that want to have the social seat in an apartment block. I am very happy with the current way of working.
Step 4: Prepare and submit incorporation documents
The paperwork phase of your Romanian business setup starts here. You need to prepare and submit documents that will legally bring your company to life.
Drafting the Articles of incorporation (acta constitutiva)
The Articles of Incorporation (Constitutive Act) is your company’s foundation document. It outlines the structure and operational framework. This crucial document must include:
- Your company’s name, registered address, and business activities (using NACE codes)
- Detailed information about shareholders, their nationalities, and contributions
- Share capital amount and distribution among partners
- Information about appointed administrators and their powers
- Decision-making procedures for shareholder meetings
- Ultimate Beneficial Owner information
The document needs to be in Romanian. A bilingual version (Romanian/English) helps you understand exactly what you’re signing.
Affidavits and declarations
Your incorporation package needs these sworn statements:
- Shareholder affidavits declaring eligibility to hold this position
- Director specimen signatures and declarations of meeting legal requirements
- Tax record declarations for shareholders/directors without Romanian fiscal registration
- Ultimate Beneficial Owner (UBO) declaration identifying real company beneficiaries
- A declaration for residential offices stating no commercial activities will happen at the address
Submitting to the Trade Registry (ORJC and ORNC on the national level)
You can submit your documents to the Trade Registry through three channels:
- In-person at the Trade Registry office in your jurisdiction
- Via the official ONRC online portal (requires a qualified electronic signature)
- By email (requires digital signature)
The registry processes most registrations within one business day if your documents are complete and accurate. The total setup time takes 1-4 weeks, depending on whether shareholders are Romanian or foreign.
How to register an incorporated company
Here’s the registration process step by step:
- File your complete documentation package with the Trade Registry Office in your company’s jurisdiction
- Let a designated registrar review your application
- Get your registration certificate with your unique company identifier (CUI)
- Get your Certificate of Incorporation and Certificat Constatator
You must submit registration applications within 15 days after concluding the Articles of Association. Missing documents or mandatory elements will lead to rejection.
Legal help is a great way to get guidance through technical requirements and recent regulatory changes if you’re a foreign founder.
Step 5: Post incorporation essentials
Your Romanian company registration is complete. Now you need three key tasks to make your business fully operational. These final steps will turn your newly incorporated entity from a legal structure into a working business.
Open a business bank account
Romanian companies must have a dedicated business bank account. The law requires all company transactions to go through this account to keep finances separate.
Company administrators need to visit the bank in person to open accounts. Banks have strict policies now. Very few accept power of attorney arrangements anymore.
You’ll need these documents to open your account:
- Certificate of incorporation
- Articles of association
- Shareholder resolution authorizing account opening
- Ultimate Beneficial Owner (UBO) statement
I create the company remotely. This is time and cost saving as the founders do not have to travel to Romania, it is done from a distance. Once created, the founder(s) will have to travel in order to activate the company. We go with the owners and administrators on a 2-day tour to open bank accounts, do some documents at a Romanian notary for the accountancy, VAT, NIF (national number needed for e-invoicing), etc…
Register for VAT and get NIF
Your company needs VAT registration after reaching RON 300,000 in annual turnover. You have 10 days to register after hitting this threshold. You can also choose to register before reaching this limit.
The NIF (Numărul de Identificare Fiscală) is your tax ID number. You need it for banking, contracts, and business operations. Foreign nationals must have this number to comply with tax laws. To get your NIF, complete Form 030 and provide:
- Passport copy
- Residence permit (if applicable)
- Romanian address verification
Hire an accountant and start operations
Maybe the most significant compliance requirement is proper accounting. Romanian law says your company’s books must show your true financial position.
A professional accountant will handle:
- Regular bookkeeping
- VAT declarations and returns
- Annual financial statements
- Tax registrations and filings
- Social security contributions
Your accounting costs will go up during reporting periods. Expect 50% higher fees in semester reporting months. December costs usually double because of year-end closing work. Budget planning helps avoid unexpected expenses.
I am working with several accountants. I always push to use our trusted accountants, as these accountants work proactively and you will not have problems with the tax authorities. The accountants that we selected are linked to the business center, and when we have a client with problems, we solve them together. I am very happy that some of them have already worked for 20 years with our business centers.
Conclusion
Romania offers one of the quickest ways to set up an EU business presence. This piece outlines five key steps that will help you turn your business idea into a working Romanian company. You can complete the process quickly and affordably with minimal paperwork if you know how to direct the process properly.
Romanian markets give entrepreneurs and investors many advantages. The corporate tax rate sits at a competitive 16%, and you need very little capital to get started. On top of that, it offers flexible company structures—the SRL format works well for businesses of all sizes and types.
The setup process looks simple, but details matter a lot. Each step connects to the next one, and missing any requirements can slow down your progress by a lot. This becomes crucial when you pick your company’s name and get your paperwork ready.
Your work doesn’t end with getting the registration certificate. You’ll need to open a business bank account, register for VAT, and find good accounting services to build strong foundations for your operations. These steps ensure your Romanian company runs smoothly and follows all laws.
Romania gives entrepreneurs a great way to enter the European market without heavy paperwork or big investments. The whole ordeal takes about 30 days from start to finish, so you can quickly move from setup to making money. This guide should help you navigate the Romanian business setup process and launch your company successfully.
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TAKEAWAY – Here is a summary of the steps
1. Reserve Company Name & Registered Office
- Name reservation: Submit at least three company name options to the Trade Register for approval and reservation. We do that remotely for you and hand over the name at a notary when we do the creation procedures and documents for the creation of your Romanian company.
- Registered office: Secure a physical registered address for your company, as a P.O. Box is not permitted. We provide an office in one of our Business Centers.
2. Prepare Founding Documents
- Articles of Association: Draft the company’s governing document, which outlines its structure and rules. The “Acta Constitutiva” or act of incorporation is drafted by our lawyers after a dialogue and in-depth discussion with you.
- Founder documents: Provide personal identification (passport or ID) and residency proof for all founders and directors.
- Share Capital: Deposit the minimum required share capital, which for a Limited Liability Company (SRL) can be very low (e.g., RON 200).
- We create remotely, so you will sign all in front of a notary in Belgium or the Netherlands.
3. Register at the Trade Register
- Submit documents: File the completed incorporation documents with the Romanian Trade Register.
- Official approval: The company officially becomes a legal entity in Romania once it receives its unique registration code (CUI).
4. Post-Registration Requirements
- Travel to Romania: 2 days, where we will do the company activation with one of our lawyers. You will go again to a notary ( a Romanian notary this time) for more documents with a translator. You will meet your accountant, visit the business center, open bank accounts with our help, …
- ANAF registration: Obtain a unique tax identification code from ANAF (the Romanian tax authority) within 30 days.
- VAT registration: Register for VAT if your company’s turnover exceeds the threshold.
- Licenses and permits: Obtain any necessary business licenses or permits for your specific industry.
- Registration for your NIF national number is needed for the e-invoicing in Romania (activation of the token with your digital signature)
- Help with the registration for a token – needed for your digital signature, registration digitally at ANAF (SPV), and activation of your e-invoicing software, and link this software platform to your SPV (ANAF tax authority of Romania)
Contact me + 32 478 331 799 or mail me frjacobs@telenet.be
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