Good to know
Good to Know
- There is no requirement for a local Romanian partner, co-owner, or resident director — a single foreign individual can own 100% of an SRL and act as its sole administrator.
- The registration process is identical nationally; Cluj-Napoca founders simply file at the local Cluj Trade Register office (or online) rather than a Cluj-specific procedure.
- Company name reservation is only valid for a limited window (commonly cited as three months) — if you don't complete full incorporation within that time, you'll need to re-reserve the name.
- Not every Romanian bank supports fully remote/video-verification account opening for foreigners — some insist on an in-person visit or a locally authorized representative, so budget time for this step.
- If you don't have a physical office lease in Cluj, virtual/registered-office address service providers are a common (and legal) workaround for the mandatory registered-office requirement.
- The Trade Register file must be in Romanian — plan for notarized translations of any foreign-issued ID documents and, if incorporating remotely, a notarized power of attorney for your local representative.
- The 1% micro-enterprise turnover tax (versus 16% standard corporate tax) is the main reason many freelancers and small foreign-owned businesses incorporate an SRL in Romania rather than staying as a PFA — but it now requires at least one full-time employee and keeping annual revenue under roughly EUR 100,000.
- If you're a non-EU citizen, you cannot use a PFA registration as a way to get into Romania — you need a valid residence permit (such as the digital nomad visa) first, then you can register the PFA.
- Dividend tax rose to 16% from 1 January 2026 (up from 10%), which changes the math on paying yourself via dividends versus salary from an SRL.
- From 2026, forgetting to open a Romanian bank account within 60 business days of incorporating your SRL can get the company flagged as fiscally inactive — worth doing immediately after registration.
- PFA setup is simpler and cheaper, but the effective combined tax and social-contribution burden can end up comparable to or higher than an efficiently structured SRL once CAS/CASS contributions are added — many people start as a PFA and convert to an SRL as income grows.
- Nearly all of this is governed by national Romanian tax law (ANAF, the Fiscal Code), not by any Cluj-Napoca-specific rule — the local Trade Registry (ONRC) office in Cluj handles registration paperwork but doesn't set different tax rates.
Structure Options For Foreigners
- Other Forms Rarely Used By Foreigners
- Romania also has an SA (joint-stock company, for larger/regulated structures), general partnerships (SNC), limited partnerships (SCS), and the sole-proprietorship variants Întreprindere Individuală (II) and Întreprindere Familială (IF) — these are governed by the same tax rules as a PFA but see very little use among foreign founders, mainly due to unlimited personal liability.
PFA Sole Trader Freelancer
- What It Is
- PFA (Persoană Fizică Autorizată) is Romania's sole-trader/self-employed status. It is not a separate legal entity — the individual operates under their own name and bears full, unlimited personal liability for business debts.
- Best Suited For
- Solo freelancers/consultants with moderate income who don't need liability protection and want minimal admin overhead.
- Social Contributions
- On top of the 10% income tax, PFAs owe CAS (pension) and CASS (health) social contributions once income exceeds set thresholds, which one source described as bringing the total effective tax burden to roughly one-third of income.
- Administrative Burden
- Lower than an SRL — a PFA can often manage its own basic bookkeeping, files an annual tax return (Declarația Unică), and has simpler CAEN-code and reporting requirements (limited to a handful of activity codes).
- Eligibility For Foreigners
- EU/EEA/Swiss citizens can register a PFA with just a passport or national ID plus a Romanian address. Non-EU citizens must already hold a valid Romanian residence permit (e.g. the digital nomad visa or another residence permit) before they can register a PFA — a PFA cannot itself be used to obtain residency.
- Personal Tax On PFA Profit
- Flat 10% income tax on the taxable base, calculated either under the 'real system' (actual profit: income minus deductible expenses) or a fixed 'income norm' set by the tax authority depending on profession/region.
- VAT Registration Threshold
- RON 395,000
Threshold applies from September 2025; VAT registration with ANAF becomes mandatory above this annual turnover, or can be done voluntarily earlier.
SRL Limited Liability Company
- What It Is
- SRL (Societate cu Răspundere Limitată) is Romania's limited liability company — the overwhelming choice for both domestic and foreign entrepreneurs. Shareholders' liability is capped at their capital contribution, with personal assets shielded from company debts.
- Best Suited For
- Anyone planning to scale, hire staff, take on investors/multiple partners, or who wants liability protection separating personal and business assets.
- Who Can Form It
- A foreigner (any nationality) can be the sole founder and sole director of a Romanian SRL; a non-resident does not need a Romanian residence permit to incorporate, though a personal visit is generally required to open the local company bank account.
- Setup Cost And Time
- Typically 3–5 business days to incorporate, with total setup costs (registration, notary, accountant/lawyer help) commonly cited in the range of EUR 500–1,500 when using an expat-focused firm.
- Administrative Burden
- Significantly higher than a PFA: mandatory double-entry bookkeeping, quarterly financial statement submissions, and in practice most SRLs hire a licensed accountant to handle bookkeeping, VAT and payroll filings.
- Minimum Share Capital
- RON 500
Romania reinstated a minimum share capital requirement for newly incorporated SRLs starting 2026 (previously there was no minimum since 2020).
Corporate Tax Regime For A Romanian Company
- Minimum Turnover Tax Large Companies
- Only relevant to companies with turnover above EUR 50 million (an IMCA/minimum turnover tax, reduced to 0.5% for 2026 and due to be abolished from 2027) — not relevant to a typical small foreign-owned SRL.
VAT
- Reduced Rates
- 9% (e.g. food, water, some medical/housing) and 5% (e.g. social housing, books, hotel accommodation, restaurants/catering, newspapers)
- Standard Rate
- 19%
- Mandatory Registration Threshold
- RON 395,000
Threshold set at RON 395,000 (approx. EUR 80,000) as of August 2025; applies to SRLs and PFAs alike.
Dividend Tax
- Rate
- 16% withholding tax on dividends distributed to individuals or companies for distributions made on or after 1 January 2026 (raised from the previous 10% rate).
Micro Enterprise Regime
- 2026 Rate
- As of 1 January 2026, the micro-enterprise tax was simplified to a single 1% rate on turnover (the previous dual 1%/3% system was eliminated).
- How It Works
- A Romanian company is taxed on turnover (revenue) rather than profit, which can produce a much lower effective tax burden than the 16% CIT for service businesses with healthy margins.
- If Threshold Exceeded
- If revenue exceeds the EUR 100,000 cap during the year, the company owes standard 16% CIT starting from the quarter in which the limit was exceeded.
- Eligibility Thresholds 2026
- Annual revenue must not exceed the RON equivalent of EUR 100,000 (this cap was cut from EUR 250,000 before 2026), the company must have at least one full-time employee, ownership/associate conditions must be met, and — as of 2026 — sector/activity (NACE/CAEN code) restrictions that previously excluded some business types have been removed.
- Employee Requirement In Practice
- Because the regime requires at least one full-time employee, a common practical route for a one-person foreign-owned SRL is for the founder to appoint themselves as director and pay themselves a salary (often set at the national minimum wage) to satisfy this condition.
Standard Corporate Income Tax Cit
- Rate
- 16% on taxable profit
- Notes
- Applies once a company no longer qualifies for the micro-enterprise regime (e.g. revenue exceeds the micro-enterprise cap), starting from the quarter the threshold is exceeded, with no option to revert to micro status for the rest of that fiscal period.
Steps
Choose Entity Type and Reserve Company Name
- Step
- 1
- Details
- Check name availability on the ONRC portal (recom.onrc.ro) and reserve a name. The name must be unique and must include at least one Romanian-language element (the SRL abbreviation itself satisfies this). Name reservation can be done online or in person at the Cluj ORC office; a reserved name is valid for a limited window before full incorporation documents must be filed.
Secure a Registered Office Address in Romania
- Step
- 2
- Details
- Every company must have a registered office on file, established via a lease or loan-for-use contract. Only one company may generally be registered per address (exceptions apply for subdivided office space). Non-resident founders without a local lease commonly use virtual-office/registered-address service providers.
Draft and Notarize the Articles of Association (Act Constitutiv)
- Step
- 3
- Details
- Must be drafted in Romanian, specifying shareholders, share capital, and CAEN business activity codes, and authenticated by a notary. Foreign shareholders/directors need notarised translations of ID documents if not Romanian-issued.
Deposit Share Capital
- Step
- 4
- Details
- Romania abolished the minimum capital requirement for SRLs in 2020; a company can technically be formed with 1 RON, though many founders deposit a symbolic 200 RON for credibility. The bank issues a capital-deposit certificate for the ONRC file.
Assemble the Full Document File
- Step
- 5
- Details
- Includes: reserved-name proof, notarized Articles of Association, proof of registered-office right of use, ID documents of founders/administrators (certified copies, translated if foreign), a statement of own responsibility for foreign individuals/entities not yet tax-registered in Romania, and bank proof of capital deposit.
File with the Trade Register
- Step
- 6
- Details
- Submission can be made in person at the Cluj ORC desk, by mail/courier, or electronically via myportal.onrc.ro if the applicant holds a qualified digital certificate. Non-residents without a Romanian e-signature commonly submit through a representative acting under notarized power of attorney.
Registrar Review and Official Gazette Publication
- Step
- 7
- Details
- A trade registry officer reviews the file; the registrar's resolution on incorporation is published as an extract in the Official Gazette of Romania, Part IV, and the applicant can appeal the registrar's conclusion if needed.
Receive Certificate of Registration and Company Extract
- Step
- 8
- Details
- Once approved, ONRC issues the certificate proving the company's existence, its unique registration code (CUI) used for tax purposes, and (traditionally) a company stamp still requested for some paperwork.
Open a Romanian Business Bank Account
- Step
- 9
- Details
- Required to operate; not all banks support fully remote/video-based onboarding, and some require an in-person visit or a locally authorized representative. Individuals from countries under banking sanctions (e.g. Iran, Syria) may face particular difficulty opening an account.
Post-incorporation Registrations
- Step
- 10
- Details
- Register for VAT and, if trading goods across borders, an EORI number. Companies must also file the beneficial-owner declaration with the ONRC's Register of beneficial owners.
Typical Cost Breakdown
Company Name Reservation Fee (Cluj Trade Register)
- Cost
- RON 72
Minimum Share Capital (Legal Minimum)
- Cost
- RON 1.00
Symbolic Share Capital Typically Deposited for Credibility
- Cost
- RON 200
ONRC State Registration Fee for an SRL (Varies by Year/reform)
- Cost
- RON 250
- Cost
- RON 500
- Item
- Total typical DIY out-of-pocket cost (fees only, excluding notary/legal/registered-office services)
- Cost
- RON 60
- Item
- Certified company extract from Trade Register (certificat constatator), if needed
Scope Note
Covers local business/corporate tax implications for a foreign-owned company and the practical PFA (freelancer/sole trader) vs SRL (company) choice. These are national Romanian tax rules (set by ANAF and the Fiscal Code) — there are no Cluj-Napoca-specific business tax rates; only the local ONRC Cluj Trade Registry office and local tax administration handle registration/filing locally.
Filing And Compliance Obligations
- E Invoicing
- All Romanian businesses (SRL or VAT-registered PFA) must transmit invoices through the national RO e-Factura electronic invoicing system, within 5 business days of issuance as of 2026.
- Micro Enterprise SRL
- Micro-enterprise tax is calculated and paid quarterly, by the 25th day of the month following the quarter for which the tax is due. Annual financial statements must also be filed on time to remain eligible for the regime.
- Standard Cit Companies
- Corporate income tax is generally settled via quarterly advance payments, with final annual calculation and payment due by 25 June of the following year under the rules applicable through 2021–2026 (some categories such as non-profits/agricultural/educational entities file by 25 February instead).
- Bank Account Requirement
- Newly incorporated companies have 60 business days from incorporation to open a Romanian bank or treasury account; failing to do so can now (from 2026) lead to the company being declared fiscally inactive, which suspends its VAT code and expense deductibility, alongside fines.
- Inactivity And Dissolution Risk
- A company that fails to submit its annual financial statements within 5 months of the due date can be declared inactive by the tax authority (ANAF); if not rectified within 12 months, ANAF must initiate dissolution proceedings.
Timeline
- Name Reservation
- Most name-availability decisions are returned same business day to within 1-2 working days.
- Registrar Review
- By law the registrar settles a registration application within one working day of filing, based on documents submitted, though this covers only the registrar's decision step, not full end-to-end processing.
- Full Incorporation End To End
- Practical estimates vary by source: roughly 3-5 business days once a complete file is submitted, with other estimates citing 7-10 working days or an average of about 2 weeks including document prep, notary steps, and publication.
- Remote Incorporation Via Power Of Attorney
- For founders who never travel to Romania and use a notarized POA plus a local representative, the process to receive the official certificate commonly takes about 10-15 business days after documents are sent.
Official Links
Most Common Entity Type
SRL (Societate cu Răspundere Limitată) — equivalent to an LLC. This is the standard vehicle used by foreign founders/nomads.
Additional Uncosted Expenses
Notary fees for authenticating the Articles of Association and translations, professional/legal assistance fees (variable, provider-dependent), and registered-office/virtual-address service fees (foreign-facing providers commonly quote these in EUR, e.g. around €300/year, rather than in RON) are extra and not included in the ONRC fee figures above.
Residency Or Work Permit Note
Non-EU citizens intending to actually live and personally work in Romania (as opposed to simply owning/directing the company remotely) are separately advised to obtain a residency or work permit — this is a personal immigration requirement, not a condition of company ownership itself.
Local Partner Or Sponsor Requirement
- Details
- Foreign individuals may hold full ownership of an SRL under Romanian legislation, without needing resident partners, and complete control remains allowable for overseas founders. No resident director is legally required either — a foreign resident or non-resident can serve as the company's manager/administrator.
- Required
- No
AI-generated estimateData refreshed July 2026
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.
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Data last updated July 2026 · Verify anything important.