Company Formation in Romania for Foreign Founders

A foreign national can open a Romanian limited liability company (societate cu răspundere limitată, SRL) without living in Romania. You need a reserved name, articles of association, a registered office, share capital of at least 500 lei and a filing at the National Trade Register Office (ONRC), which rules on the application within one working day of its registration.

Why do most foreign founders choose an SRL?

The Companies Law (Legea societăților nr. 31/1990) offers five company forms (art. 2). For a small or medium business owned from abroad, the SRL is the practical choice:

• Shareholders (asociați) are liable only up to the capital they subscribed; the company’s debts are covered by the company’s own assets (art. 3 alin. (1) and (3)).
• One person is enough: a sole shareholder sets up the company by a statute alone (art. 5 alin. (2)) and exercises the powers of the general meeting (art. 13). The old one-SRL-per-person rule was repealed in 2020 (art. 14, repealed). The maximum is 50 shareholders (art. 12).
• One or more administrators run the company, shareholders or not (art. 197 alin. (1)). A foreign national can be the administrator; the law does not require Romanian citizenship or residence for the role.

Share capital. The capital is divided into equal shares (art. 11 alin. (1)). Since Law no. 239/2025 a newly formed SRL needs at least 500 lei (art. VI alin. (2)). Once net turnover for a financial year exceeds 400,000 lei, the minimum rises to 5,000 lei and the increase is due by the end of the following financial year (art. VI alin. (1) and (3)). Companies that existed when the law came in have two years from its entry into force to comply (art. VI alin. (6)).

Which documents does a foreign founder need?

The articles of association (act constitutiv) are the core document. For an SRL they state the shareholders’ identification data, the name, form and registered office, the object of activity with the main activity, the subscribed capital with each contribution and the shares allotted for it, and the administrators with their powers (art. 7 Legea 31/1990). They are signed as a private document; a notarial deed is needed only in special cases, such as contributing real estate to the capital (art. 5 alin. (6)).

Around it, the Trade Register office (in Cluj, the office attached to the Cluj Tribunal) will want:

• proof that the name is available and has been reserved, issued by the Trade Register (art. 17 alin. (1));
• a document giving the company the right to use its registered office (sediu social): a lease, a free-use agreement (comodat) or the founder’s own title;
• identity documents of shareholders and administrators; for a corporate shareholder, its registration certificate and the decision of its competent body, with an apostille or legalisation and a certified Romanian translation where required;
• the declarations the law requires from founders and administrators (art. 6 alin. (2) bars persons convicted of certain offences from acting as founders);
• the beneficial owner declaration, filed at registration and whenever the beneficial owner changes (art. 56 alin. (1) Legea 129/2019).

You do not have to fly in: documents can be signed abroad, with an apostille or legalisation and a certified translation where needed, or signed in your name under a power of attorney.

How does registration at the Trade Register work and how long does it take?

1. Name. I check that the name is available and reserve it.
2. Structure. Shareholders, administrator, capital, registered office and CAEN codes.
3. Drafting and signing. I draft the articles and the declarations; you sign, in person or remotely.
4. Filing. The application goes to the Trade Register, online or on paper, with every supporting document.
5. Decision and certificate. The registrar rules on the application, on the documents, within one working day of its registration (art. 105 alin. (1) Legea 265/2022); if something is missing, you can complete the file. You then receive the registration certificate (certificat de înregistrare) with the company’s unique registration code (CUI) and its Trade Register number.

In practice, from the first conversation to the certificate, count about five working days when all documents are ready. The Romanian page describes the filing steps.

Which CAEN codes do you need?

Every Romanian company describes its object of activity with codes from the national classification of economic activities, CAEN; the articles must name the field and the main activity (art. 7 lit. c) Legea 31/1990). Companies set up since 1 January 2025 use CAEN Rev. 3, approved by Order no. 377/2024 of the National Statistics Institute. Older companies must update their codes: Government Decision no. 284/2025 set an 18-month implementation period running from 25 March 2025, and Government Decision no. 788/2026 added a further six months counted from 1 October 2026 (art. I and art. II). My Romanian article on updating the object of activity has the detail. For a new company, declare one main activity and only the codes you will actually use; adding codes later means changing the articles.

Do I have to register for VAT?

Not automatically. A Romanian company can stay outside VAT while its annual turnover is below the threshold set in art. 310 alin. (1) Codul fiscal, currently 395,000 lei, and can opt in earlier if that suits the business. Whether to opt in, and how intra-EU sales and purchases are treated, is a question for your accountant. I do not give tax advice.

What are the obligations after registration?

• An accountant from day one. Bookkeeping, payroll and tax filings are monthly or quarterly and in Romanian.
• Beneficial owner. File the declaration at registration and every time the beneficial owner changes (art. 56 alin. (1) Legea 129/2019). An annual declaration is due only from companies with shareholders in non-cooperative or high-risk jurisdictions, within 15 days of approving the annual accounts (art. 56 alin. (1^3)).
• Capital. Watch the 400,000 lei turnover line; above it the minimum capital rises to 5,000 lei (art. VI Legea 239/2025).
• Employees and invoices. The first hire brings the Labour Code with it, see employment law; for unpaid invoices see debt recovery.

How do I change the articles of association later?

Changes to the office, the object of activity, the administrator, the capital or the shareholders are made by a decision of the general meeting or of the sole shareholder (art. 204 alin. (1) Legea 31/1990). Notarial form is needed only in the cases listed by law, such as a capital increase by contributing real estate (art. 204 alin. (2)). The amending act and the full updated articles are filed with the Trade Register (art. 204 alin. (4)), and the amending act is sent for publication in the Official Gazette, Part IV (art. 204 alin. (5)). The Romanian page on changes to the articles gives the usual timing.

To start, send me a passport copy for each shareholder and administrator, the address you intend to use as registered office, a short description of the business and three or four preferred names. Other services for expats and foreign-owned companies are listed on the English home page. The consolidated Companies Law is on legislatie.just.ro. For permits and registrations before public authorities, see dealing with Romanian authorities. Write to me and I will come back with a document list for your case.