“A practical guide for foreign investors”
I am creating companies for investors in Romania since 2003. We host our clients in our business and incubation centers since 2009.
I am there to boot you up contact me at frjacobs@telent.be or call me +32 478 331 799.
Romania has become one of Europe’s most attractive destinations for entrepreneurs looking to establish a business within the European Union. Whether you are a Belgian, Dutch or other international investor, setting up a Romanian company is surprisingly straightforward, provided you understand the legal, fiscal and administrative requirements from the outset.
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The vast majority of foreign investors choose to establish an SRL (Societate cu Răspundere Limitată), the Romanian equivalent of a private limited liability company.
It offers limited shareholder liability, relatively low operating costs, access to the EU Single Market and a favorable tax environment for qualifying small businesses.
This guide explains exactly how to open a company in Romania in 2026, including practical tips that can save you both time and money.
Step 1: Choose the right legal structure
Although Romania offers several legal forms, including branches, representative offices and sole proprietorships (PFA), more than 90% of foreign SMEs opt for an SRL.
An SRL offers several advantages:
- Limited liability for shareholders
- Only one shareholder is required
- No Romanian shareholder is necessary
- No Romanian director is legally required
- Foreign individuals and companies may own 100% of the shares
- Easy future expansion with additional shareholders or investors
For most international businesses, the SRL is by far the most flexible and efficient structure.
Step 2: Reserve your company name
Before incorporation, your proposed company name must be approved by the Romanian National Trade Register (ONRC).
It is advisable to submit three name options in order of preference, as generic names are often rejected because they are already registered.
Practical tip
Before submitting your application, also verify whether the corresponding .ro and .com domain names are available. Consistent branding from day one can save significant marketing costs later. The name reservation is generally valid for several months.
Step 3: Select your business activities (CAEN Codes)
Romania uses the CAEN classification system (similar to the European NACE codes).
You must choose:
- One principal activity
- Any number of secondary activities
For example:
- Recruitment services
- IT development
- Software consulting
- Engineering
- Manufacturing
- Logistics
- Business consultancy
Choosing incorrect activity codes is one of the most common mistakes foreign investors make. Adding new activities later requires additional legal procedures, so spend sufficient time defining your future business.
Step 4: Register a business address
Every Romanian company requires a registered office (“Sediu Social”).
Several options exist:
- Office premises
- Commercial building
- Home address
- Professional registered office provider
- Accountant or law firm’s business address
Many foreign investors initially use a registered office service, allowing them to establish the company before leasing commercial premises.
Recent legislative changes have simplified the use of apartment addresses where no customer-facing activities are carried out.
Step 5: Prepare the incorporation documents
The incorporation file generally includes:
- Articles of Association
- Shareholder identification documents
- Director identification documents
- Registered office documents
- Company name reservation
- Share capital evidence
- Shareholder declarations
- Signature specimens where applicable
If shareholders are foreign individuals or foreign companies, additional notarised translations, apostilles or legalisations may be required depending on the country of origin. Working with a local lawyer or corporate services provider often avoids unnecessary delays.
Step 6: Deposit the share capital
Since recent legislative changes, the minimum share capital for an SRL is 500 RON.
Although the legal minimum is modest, many investors choose to start with a higher amount to improve credibility with banks, suppliers and commercial partners.
New Companies: Newly incorporated SRLs must have a minimum share capital of RON 500 (approx. EUR 100).
Established Companies: For existing companies with an annual turnover exceeding RON 400,000 (approx. EUR 80,000), the mandatory minimum share capital is RON 5,000 (approx. EUR 1,000).
Step 7: Submit the application to the trade Register
Applications may be submitted:
- Online
- Through a legal representative
- In person
When all documentation is complete, registration usually takes 3 to 7 working days.
Once approved, your company receives:
- Registration Certificate
- Unique Tax Identification Number (CUI)
- Registration Decision
- Company Registration Extract
From this moment, your Romanian company legally exists and may start operating.
Step 8: Open a corporate bank account
Following incorporation, you should open a permanent corporate bank account.
Romanian banks generally request:
- Company registration documents
- Director identification
- Proof of business activity
- Information regarding beneficial owners
- Tax identification documents
Foreign directors may need to attend the first meeting in person depending on the bank’s compliance procedures.
Many international banks operating in Romania offer English-speaking relationship managers for foreign investors.
Step 9: Register for taxes and VAT
This is where professional advice becomes particularly valuable.
Your accountant will determine whether your company qualifies for:
- Micro-enterprise taxation
- Standard corporate income tax
- VAT registration
- Employer registration
VAT registration is not always mandatory immediately. Businesses expecting turnover above the applicable threshold or trading extensively within the EU often register earlier for commercial reasons.
Tax planning should be performed before issuing your first invoice.
Key Conditions for the 1% Micro-Enterprise Tax
To qualify and maintain the 1% turnover tax, your company must meet these cumulative criteria:
- Turnover Cap: Annual revenue must not exceed €100,000 . (The old €250,000 threshold and previous 3% tax tier for zero-employee companies have been completely abolished).
- Employment: You must have at least one full-time employee. (As an owner, you can be employed as a director on your own company’s payroll) within 30 days after that the company was vreated.
- Shareholding Limits: Shareholders may hold more than 25% of shares in a maximum of one company applying the micro-enterprise regime. The state or local authorities cannot hold shares.
- Excluded Industries: The regime is not open to businesses in banking, insurance, gambling, or oil and gas exploration.
- Compliance: You must file your annual financial statements on time.
- Newly Formed Companies: If you register a brand new company, you are given a grace period of 30 days from the date of incorporation to officially hire your first employee and secure the micro-tax status.
- Hiring Yourself: As a foreign or domestic business owner, you are allowed to hire yourself as the employee (e.g., as a managing director, sales director, …) under a formal employment contract to fulfill this rule.
Applicable Taxes
If you qualify for the micro-enterprise regime, your tax structure is as follows:
- Turnover Tax: 1% of your company’s gross revenue (not profit) .
- Dividend Tax: 16% on distributed profits . (If you take out profits from the company as a shareholder, you pay 16% on that amount) .
- VAT Threshold: VAT registration is mandatory only when your turnover exceeds RON 300,000 (approx. €60,000) . You can voluntarily register for VAT below this threshold.
Step 10: Hire employees
One of Romania’s biggest competitive advantages remains its highly educated workforce.
Once your company is operational, you can recruit employees almost immediately.
Typical post-registration tasks include:
- Employment contracts
- Payroll registration
- Social security registration
- Health insurance contributions
- Labour Inspectorate reporting
Many foreign companies establish their Romanian entity only after identifying the first key employees, reducing unnecessary administrative costs.
Step 11: Obtain a NIF in personal name
Foreign individuals who do not hold a Romanian Personal Numeric Code (CNP) but need to pay taxes or act as directors, shareholders or property owners in Romania must obtain a Tax Identification Number (NIF) from the Romanian tax authority (ANAF).
The application may be submitted directly, through an authorized representative or electronically in certain cases. Once issued, the NIF enables foreign nationals to fulfil their Romanian tax obligations, open certain bank accounts and complete various legal and business formalities. The process is generally straightforward and can usually be completed within a few working days when the documentation is complete.
Step 12: Obtain the e-token needed for a digital signature
To obtain a digital signature token in Romania, you must purchase a qualified electronic signature certificate from an accredited trust service provider. The provider will verify your identity, either in person or through an approved remote identification procedure, before issuing the certificate. Your qualified certificate is then installed on a secure USB token or provided through a cloud-based signing solution, depending on the provider. The digital signature enables you to sign legally binding electronic documents, submit tax declarations to ANAF, register companies and access various Romanian e-government services.
Step 13: Activate a software for electronic invoicing
Before you can send electronic invoices through a invoicing software, you must have a qualified digital signature, be registered in ANAF’s Spațiul Privat Virtual (SPV) on your company’s CUI (not your personal CNP), and have access to the company’s SPV account.
Typical costs
While costs vary depending on complexity, investors should budget for:
- Company incorporation
- Registered office service
- Legal translations
- Notary services (if required)
- Accounting services
- Corporate bank account
- Initial share capital
Compared with most Western European countries, Romania remains one of the least expensive EU jurisdictions for establishing a company.
Common mistakes foreign investors make
After helping numerous international companies enter the Romanian market, several recurring mistakes stand out:
- Choosing incorrect CAEN activity codes.
- Registering for the wrong tax regime.
- Delaying VAT planning until after trading begins.
- Underestimating accounting and reporting obligations.
- Attempting incorporation without local legal or tax advice.
- Waiting too long before recruiting key personnel.
- Forget to apply for the NIF
- Not using the mandatory e-invoicing platforms and softwares
Avoiding these mistakes can save weeks of delays and considerable costs and fines.
Final thoughts
Setting up a company in Romania is no longer a complicated bureaucratic exercise. Thanks to digitalization and simplified procedures, most foreign investors can establish an SRL within one week once all documents are prepared.
However, incorporation is only the first step. Choosing the correct legal structure, tax regime, business activities and employment strategy from the beginning has a far greater impact on your long-term success than the incorporation process itself.
For Belgian and Dutch SMEs considering expansion into Central and Eastern Europe, Romania continues to offer an exceptional combination of competitive operating costs, skilled multilingual professionals, EU market access and an increasingly business-friendly environment.
With our advisors, opening your Romanian company can be one of the fastest and most rewarding investments you make.
I am there to boot you up contact me at frjacobs@telent.be or call me +32 478 331 799.
SOME INTERESTING LINKS:
My Vlog on Romania Website on investment in Romania
Quick guide on company incorporation in Romania 2025
Vlog for entrepreneurs in Romania – subscribe please YOUTUBE CHANNEL of Freddy Jacobs
Romania’s Fiscal Changes for 2026