How to open a company in Romania as a foreigner: SRL registration, documents and fees

The usual vehicle is the SRL, the limited liability company, governed by Company Law 31/1990 and registered with the National Trade Register Office (ONRC) through its county offices. Article 1 says natural and legal persons may associate to form companies, and a company with its seat in Romania is a Romanian legal person; Article 286 adds that companies “cu capital integral străin”, with fully foreign capital, are formed under the same law. What changes for a foreigner is paperwork.

Who can own and run it

An SRL can be set up by one person (Article 5) and may have at most 50 associates (Article 12). It is run by “unul sau mai mulţi administratori, asociaţi sau neasociaţi”, one or more administrators, associates or not (Article 197). Article 6 bars founders who are legally incapable or banned by a final court ruling after convictions such as fraud, corruption, tax evasion or money laundering.

Step 1: reserve the name

ONRC’s name page asks for a request with three names “în ordinea preferinţei”, in order of preference, sent through the online availability service, through the ONRC portal with a qualified electronic signature, by e-mail, fax or post (bank transfer plus an auxiliary tariff of 7.68 lei), or at a county office counter. The name must use Latin characters and differ from existing ones; the registrar rules on it together with the file.

Step 2: prove a registered office

The file needs any document attesting the right to use the premises as registered office, in original, party-certified or legalised copy. For a flat in a residential building, the owners’ association approval under Law 196/2018 is also needed unless the administrators declare that no activity takes place at the seat (Article 17(6)).

Step 3: the articles of association

The articles can be a private document, one attested by a lawyer or certified by the ONRC assistance service that drafted it, or a notarised deed when real estate is contributed (Article 5). Article 7 lists the content: the associates, form, name and seat, object of activity with the main activity, subscribed capital and each contribution, the administrators and their powers. Since Law 239/2025, “valoarea minimă a capitalului social este de 500 lei” for a newly formed SRL. ONRC publishes a model SRL form in Romanian and an English version “spre informare”, for information only; its assistance service drafts articles for 41.60 lei plus 10 percent per extra element, excluding VAT.

Step 4: file at the Trade Register

ONRC’s SRL document list: the registration application; the fiscal registration annex and, where relevant, the foreign investment annex; the standard declaration on operating conditions; proof of the name reservation; the articles; the office document; party-certified copies of founders’ and administrators’ identity documents; the beneficial owner declaration; and, for foreigners not fiscally registered in Romania, a declaration under Ordinance 39/2015 that they have nothing recordable in a Romanian tax record, “şi, după caz, traducerea realizată de un traducător autorizat”, with a translation by an authorised translator where needed. Romanian founders’ tax records are pulled from ANAF by the office itself.

The application is filed at the counter, by post or courier, or electronically through the online services portal with a qualified electronic signature from an EU eIDAS-listed provider (Articles 82 to 84 of Law 265/2022), at any Trade Register office, within 15 days of signing the articles.

Documents must be in Romanian; EU and EEA citizens may file them in their own official language with a translation by an authorised translator (Article 75). Official documents from abroad are presented in original with an apostille for Hague Convention states, with superlegalisation for other states, or without either where a convention or EU rule waives it, each “însoţite de traducerea în limba română legalizată”, with a legalised Romanian translation (Article 76). A non-resident corporate founder files its registry extract in legalised translation.

CAEN code

The application states the main activity under CAEN Rev. 3, in force since 1 January 2025; ONRC’s CAEN page has a search box for codes by activity name.

Fees, timing and what you receive

The registrar decides “în termen de o zi lucrătoare”, within one working day of filing, and may ask for further documents. Since 30 April 2026 the Monitorul Oficial publication fee is paid only after the application is admitted, on a calculation note sent to the applicant. Delivery by post costs 9.78 lei. From 15 October 2026 ONRC cash desks are closed; payment goes through the portal, self-service terminals, postal order or bank transfer. Counters open Monday to Friday, 09:00 to 13:00. On 17 September 2026 ONRC warned of processing delays and a staff shortage; on 27 July 2026 it reported online services hit by a cyber attack.

The company then receives its certificate with the register number, fiscal registration code and EUID, plus the registrar’s ruling, on paper or electronically. A refusal can be challenged within 10 days.

VAT after registration

Under Article 310 of the Fiscal Code, amended from 1 September 2025, a company with annual turnover not exceeding “plafonul de 395.000 lei” may apply the small-enterprise VAT exemption; ANAF’s small-enterprise page confirms the 395,000 lei threshold. A new company declares an estimated turnover under it, may opt for normal VAT at any time, and must request VAT registration no later than the day the threshold is exceeded.

Header photo: Bucharest Business District by Madalin Pentelie, CC0, via Wikimedia Commons, cropped.

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