Good to know
Good to Know
- A foreigner can be 100% owner and sole director of a Romanian SRL — no Romanian co-founder, resident director, or local sponsor is legally required.
- You don't have to be physically in Bucharest to incorporate: it can be done remotely via a notarized (and apostilled/legalized) power of attorney to a local representative, though this adds a few extra business days versus doing it in person.
- Company ownership and personal residency are separate tracks — setting up the SRL does not by itself grant you the right to live in Romania; if you plan to relocate here yourself, you'll need to look into residence permit requirements separately.
- The company name must contain at least one Romanian word, so a fully English or foreign-language name will be rejected by ONRC's automated similarity/naming check.
- Opening a Romanian business bank account can be the slowest part of the process for non-residents — some banks require an in-person branch visit even after remote incorporation, so budget extra time for this step.
- The 1-3% microenterprise tax regime (versus 16% standard corporate tax) is available to qualifying small SRLs with revenue under the EU-aligned threshold, which is a major reason many nomads and small foreign-owned firms choose the SRL structure.
- The 1% micro-enterprise rate almost always requires having at least one employee on payroll — the common workaround foreign owner-directors use is to formally employ themselves at the Romanian minimum wage.
- Romania's tax rules have shifted substantially for 2026 (lower micro-enterprise turnover cap, higher dividend tax, new mandatory bank-account and e-invoicing rules), so figures and thresholds you find in older blog posts may already be outdated — always confirm current numbers with ANAF or a local accountant before incorporating.
- A non-resident foreigner can own and run an SRL entirely remotely via power of attorney, but a PFA generally requires you to already hold Romanian residency, so the two structures aren't interchangeable options for someone not yet living in the country.
- Setup-cost and setup-time estimates for an SRL vary a lot between sources (a few days vs. several weeks; a few hundred euros vs. over a thousand) depending on whether you handle registration yourself or use a formation agency — budget for the longer, pricier end if you're incorporating from abroad.
- e-Factura electronic invoicing is now mandatory for Romanian companies, so budget for basic accounting/invoicing software or a local bookkeeper from day one rather than treating it as optional admin.
SRL Company Setup
- Ownership
- A non-resident foreigner can own and direct 100% of an SRL without needing to reside in Romania.
- Who It Suits
- Recommended default for most foreign entrepreneurs — offers liability protection, access to the 1% micro-enterprise regime, and more credibility with clients and banks than a PFA.
- Setup Time Estimate
- Sources vary noticeably — some formation agencies quote 3-5 business days for a straightforward local registration, while others cite 2-4 weeks, likely reflecting cases needing a Power of Attorney process for a non-resident founder or additional documentation. Budget for the longer end if incorporating remotely.
- Minimum Share Capital
- RON 500
- Consequences Of Non Compliance
- A company that fails to submit annual financial statements within 5 months of the due date can be declared fiscally inactive by ANAF; if not resolved within 12 months, ANAF must initiate dissolution proceedings.
Setup Cost Estimate
- Amount USD Low
- 570
- Currency Local
- RON
- Amount USD High
- 1712
- Amount Local Low
- 2616
- Amount Local High
- 7847
- Note
- Wide range depending on whether you use a lawyer/accountant or an expat-focused formation service; doing it entirely yourself can cost close to nothing beyond registry fees.
Mandatory Obligations
- Registration with the Trade Register (ONRC) and fiscal registration with ANAF
- Registered office address in Romania
- Mandatory Romanian company bank account, which must be opened within 60 business days of incorporation; failure risks fines (RON 3,000-10,000, roughly USD 654-2,181) and the company being declared fiscally inactive
- Annual financial statements filed by 31 May
- UBO (ultimate beneficial owner) declaration within 15 days of approving annual accounts
- Mandatory e-Factura electronic invoicing and, depending on size, Standard Audit File for Tax (SAF-T) reporting
PFA Freelancer Setup
- VAT
- Same RON 395,000 registration threshold as companies; below it, VAT registration is optional (though B2B EU clients may still require a VAT number).
- Filing
- Annual income declaration via the Declarația Unică (Single Tax Return), due by 25 May.
- What It Is
- Persoană Fizică Autorizată — Romania's sole-trader/freelancer status. No separate legal entity; the individual is personally and unlimitedly liable for business debts.
- Minimum Capital
- None — no minimum capital requirement.
- Who Can Register
- Both Romanian nationals and foreigners can register a PFA, including non-EU citizens, but only if they already have a legal right to reside in Romania (a residence permit or valid visa, such as the digital nomad visa) — a PFA is not appropriate for a foreign entrepreneur who does not actually reside in Romania.
- Conversion Option
- Since a 2024 legal change, an existing PFA can be converted into an SRL if the business outgrows the sole-trader structure.
- Structural Limits
- A PFA cannot take on associates/partners, is capped at a small number of employees (commonly cited as up to 3), and can register a maximum of 5 CAEN business-activity codes.
Taxation
- Income Tax Rate Percent
- 10
Tax Base Options
- Real system: 10% tax on actual net profit (income minus deductible business expenses); requires more detailed record-keeping
- Income-norm system: 10% tax on a fixed 'normative income' set by the tax authority per profession/region, regardless of actual earnings — simpler paperwork but can cost more if you earn well above the norm
Social Contributions
- Health CASS Rate Percent
- 10
- Pension CAS Rate Percent
- 25
- Health CASS Trigger
- Applies only if annual net income exceeds 6x the minimum gross wage (RON 24,300 in H1 2026, roughly USD 5,300)
- Pension CAS Trigger
- Applies only if annual net income exceeds 12x the minimum gross wage (RON 48,600 in H1 2026, roughly USD 10,600)
Corporate Tax Regimes
VAT
- Reduced Rate Percent
- 11
- Standard Rate Percent
- 21
- Registration Threshold
- RON 395,000
- Notes
- Below the threshold, VAT registration is optional; a company can choose to remain a non-VAT payer. B2B services to EU-based clients often require VAT registration even below the threshold. Mandatory e-Factura (electronic invoicing) applies to all Romanian companies, with domestic invoices required to be transmitted within 5 business days of issuance.
Dividend Tax
- Rate Percent
- 16
- Note
- Raised from 10% to 16% for any dividend distributions made on or after 1 January 2026, regardless of which year the underlying profit was earned.
Micro Enterprise Regime
- Rate Percent
- 1
- Tax Base
- Turnover (revenue), not profit.
- Who It Suits
- Small SRLs — the default choice most foreign-owned freelancer/consultant/IT companies opt into.
- Filing Frequency
- Calculated and paid quarterly, by the 25th day of the month following the relevant quarter.
- Exceeding The Cap
- If revenue exceeds the threshold during the year, the company owes standard 16% CIT starting from the quarter in which the limit was exceeded, with no option to revert.
- Eligibility Turnover Cap
- RON 523,160
The Fiscal Code sets this cap in EUR; below is the current approximate RON equivalent using today's EUR/RON reference rate. The exact RON figure used by ANAF is fixed each year at the National Bank of Romania's year-end reference rate, so it will differ slightly from a same-day conversion.
Other Conditions
- Must have at least one full-time employee (many foreign owner-directors satisfy this by employing themselves at minimum wage)
- Share capital not held by the Romanian state or administrative-territorial units
- Cannot be one of multiple micro-companies under the same >25% shareholder — only one micro-company per qualifying shareholder group
- Must file annual financial statements on time
Standard Corporate Income Tax
- Rate Percent
- 16
- Final Annual Payment Deadline
- 25 June of the following year, with the option to make quarterly advance payments during the year.
- Annual Financial Statements Deadline
- 31 May
- Description
- Standard CIT applies to companies (SRL/SA) that don't qualify for or exceed the micro-enterprise revenue cap. Applies to worldwide profits of Romanian tax-resident entities.
Minimum Turnover Tax Large Companies
- Rate Percent
- 0.5
- Applies To
- Companies with turnover above EUR 50,000,000 in the prior year — not relevant to nearly all foreign-owned nomad/small-business setups.
- Note
- Scheduled to be fully abolished from 2027.
Incorporation Process And Requirements
- Registry Authority
- National Trade Register Office (Oficiul Național al Registrului Comerțului – ONRC), operating under the Ministry of Justice; Bucharest applications are filed at the ONRC Trade Register office attached to the Bucharest law court, or online via the ONRC portal.
- Most Common Vehicle
- SRL (Societate cu Răspundere Limitată) — Romania's private limited liability company, chosen by the large majority of both local and foreign founders.
- Official Registry Link
- https://www.onrc.ro/index.php/en/
- Residency Note Distinct From Ownership
- Owning and directing a Romanian SRL does not itself require a residence or work permit. That is a separate matter: a non-EU/EEA founder who wants to personally relocate to and live/work long-term in Romania on the strength of the business will need to separately apply for a residence permit through immigration authorities — this is not a condition of company registration itself.
Steps
1. Choose legal form and reserve a company name
- Detail
- Name availability is checked and reserved through the ONRC online portal. The chosen name must include at least one Romanian-language word (e.g. an all-foreign-language name would be rejected, but 'SRL' or a Romanian word added to it satisfies this). It is standard practice to submit 2-3 backup names in case the first choice conflicts with an existing registration.
- Typical Duration
- Name approval typically comes back within 1-2 working days.
2. Draft the Articles of Association
- Detail
- The founding document must be written in Romanian and set out shareholders, share allocation, and governance. It generally needs notarization.
3. Secure a registered office address in Romania
- Detail
- Every company must have a Romanian registered office; only one company can normally register at a given address (except subdivided office space). Non-resident founders commonly use a leased office, a virtual office service, or a law firm's address, since a virtual office is a valid option and can be arranged through Romanian law firms for founders without local property.
4. Deposit share capital
- Detail
- Romania abolished the minimum share-capital requirement for SRLs in 2020 — a company can technically be registered with as little as 1 RON, though most founders deposit a symbolic 200-500 RON for practical credibility. The bank issues a capital-deposit certificate that is filed with ONRC.
5. Submit the registration file to ONRC
- Detail
- The full packet (Articles of Association, proof of registered office, ID documents of founders/administrators, name reservation certificate, administrator's declaration) is filed in person at the Bucharest Trade Register office or through the ONRC online portal.
- Foreign Founder Note
- A foreign shareholder who cannot be present in Romania can incorporate remotely by granting a notarized power of attorney to a local representative; that power of attorney needs an apostille or consular legalization depending on the founder's home country.
6. ONRC review and issuance of Certificate of Registration
- Detail
- A Trade Registry officer manually reviews the file and assigns a unique registration code (CUI). An extract of the registrar's decision is published in the Official Gazette of Romania, Part IV.
7. Post-registration formalities
- Detail
- Depending on activity, the company may need to register for VAT and obtain an EORI number for cross-border trade, and must open a Romanian business bank account — note that not every bank allows fully remote/video-verified account opening for non-residents, and some insist on an in-person visit or a locally authorized representative.
Typical Costs
- Share Capital Deposit
- RON 200
Symbolic amount commonly chosen; legally as little as 1 RON is possible since the minimum capital rule was scrapped in 2020.
- Basic Monthly Accounting From
- RON 250
Starting price for outsourced bookkeeping; mandatory ongoing compliance cost, scales with transaction volume.
- Registered Office Service Annual
- RON 1,490
Approximate annual cost for a virtual-office or law-firm address service for non-residents without their own Romanian property (commonly quoted around €300/year).
- Notary Fees For Articles And Documents
- RON 500
Approximate mid-point of a commonly cited range (roughly €50-150 depending on document complexity, converted here to RON).
- Onrc Registration And Gazette Publication Fees
- RON 250
Covers ONRC verification and Official Gazette publication; most other flat ONRC fees have been abolished, so out-of-pocket registration costs (excluding capital, notary, and professional help) generally stay under 500 RON.
Realistic Timeline
- In Person Founder Present
- Roughly 1-2 weeks once documents are properly prepared — several sources cite an average of about 2 weeks, with some quoting 5-10 business days for a clean, complete file.
- Remote Incorporation Via Power Of Attorney
- Around 10-15 business days after documents are submitted, given the extra apostille/legalization and courier steps for a non-resident acting through a proxy.
- Note
- Bank account opening and VAT/EORI registration are typically separate follow-on steps that add extra time beyond the ONRC certificate date.
Local Partner Or Sponsor Requirement
- Detail
- Romania imposes no restrictions on foreign ownership, allowing non-residents to fully own and control local companies. A foreigner can act as sole shareholder and sole director of an SRL with no Romanian partner, resident director, or local sponsor required.
- Required
- No
Scope Note
Covers company-level/business tax obligations and the PFA-vs-SRL structural choice for foreigners operating a business in Bucharest.
PFA Vs SRL Practical Comparison
- Choose PFA If
- You're a solo freelancer/consultant already legally resident in Romania, want minimal paperwork and setup cost, and don't need liability protection or plans to hire a team.
- Choose SRL If
- You're a non-resident foreign founder, want liability separation between personal and business assets, plan to hire staff or bring on partners, or want to access the 1% micro-enterprise turnover-tax regime with corporate credibility for international clients.
- Typical Effective Tax Burden
- Multiple accounting-firm estimates put a well-structured micro-enterprise SRL's total tax burden (1% turnover tax + minimum-wage employer costs + 16% dividend tax on distributed profit) at roughly 11-19% of turnover for a solo consultant, versus a PFA's combined ~10% income tax plus CAS/CASS once income exceeds the respective thresholds — actual outcomes depend heavily on income level and expense structure, so a local accountant's calculation is worth getting before committing.
Sources cited for this category
These are the sources cited in this business permits & incorporation for foreigners research for this city. Individual figures may not each trace to one of them.
- 1.onrc.ro
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Data last updated July 2026 · Verify anything important.