How to Form a Company in Romania: A Step-by-Step Guide

Romania is one of the most accessible markets in the European Union for foreign entrepreneurs and investors. The company formation process is well-defined, relatively fast, and — with the right guidance — straightforward. This guide walks you through every stage, from choosing a legal structure to receiving your registration certificate.

The most common entity type for foreign investors in Romania is the SRL (Societate cu Răspundere Limitată), the Romanian equivalent of a limited liability company. It offers:

• Limited liability — shareholders are not personally liable for company debts beyond their capital contribution
• Flexible ownership — can be owned by one or more shareholders, including foreign nationals
• Minimum share capital — just 200 RON (approximately €40), making it accessible for startups and SMEs
• Straightforward governance — managed by one or more administrators

Other structures include the SA (joint-stock company, suited to larger enterprises), the PFA (sole trader, for individual professionals), and branch offices for companies already established abroad. For most foreign investors entering Romania, the SRL is the right starting point.

Before anything else, you need to confirm that your chosen company name is available. This is done through the National Trade Registry Office (ONRC) — either online via the ONRC portal or in person at a local registry office.

Name reservation is valid for three months and costs a small administrative fee. Your name must be unique and cannot conflict with existing registered companies or trademarks.

Once your name is reserved, you need to prepare the company's founding documents. These include:

• Constitutive Act (Articles of Association) — the core legal document defining the company's purpose, share structure, management, and rules
• Shareholder declarations — confirming each shareholder's identity and contribution
• Administrator acceptance declarations — confirming the appointed administrator(s) accept their role
• Proof of registered address — a lease agreement, ownership deed, or virtual office contract for the company's official address in Romania

All documents must comply with Romanian law. If shareholders or administrators are foreign nationals, notarised and apostilled identity documents are typically required.

You must open a dedicated bank account in the company's name and deposit the share capital (minimum 200 RON for an SRL). The bank will issue a confirmation letter that forms part of your registration file.

Several Romanian banks offer business accounts for newly forming companies, and some have English-language services for international clients.

With your documents prepared and share capital deposited, you submit the full registration file to the ONRC. This can be done:

• In person at the local Trade Registry office
• Online via the ONRC's e-portal (requires a qualified digital signature)
• Through a representative with a notarised power of attorney

The registration file includes the constitutive act, shareholder and administrator declarations, proof of address, bank confirmation, and payment of the registration fee.

If the file is complete and correct, the ONRC typically processes registration within 3–5 business days. You will receive:

• Certificate of Registration (CUI) — your company's unique fiscal identification number
• Unique Registration Code (CUI/CIF) — used for all tax and administrative purposes
• A certified copy of the Constitutive Act

At this point, your company is legally established and can begin operating.

After Trade Registry registration, you must register your company with the National Agency for Fiscal Administration (ANAF). This involves:

• Registering for corporate income tax (or microenterprise tax, if applicable)
• Registering for VAT if your turnover is expected to exceed the threshold (or voluntarily)
• Registering as an employer if you plan to hire staff

ANAF registration is typically completed within a few days of Trade Registry registration.

Formation is just the beginning. Romanian companies must maintain:

• Annual financial statements filed with ANAF
• Monthly or quarterly tax declarations depending on your tax regime
• Social security and payroll filings if you have employees
• Registered address maintenance — your official address must remain valid

For a well-prepared file, the full process from name reservation to receiving your registration certificate typically takes 2–4 weeks. Delays usually arise from incomplete documentation, translation requirements, or notarisation logistics — all of which can be anticipated and managed with proper preparation.

While it is possible to navigate the process independently, most foreign investors choose to work with a local consultancy. The benefits are significant: faster turnaround, fewer errors, and the confidence that your documents comply with current Romanian law — which changes more frequently than most investors expect.

At Mariner Pro, we manage the entire formation process on your behalf — from name reservation and document preparation to Trade Registry submission and ANAF registration. You focus on your business; we handle the paperwork.

Ready to form your company in Romania? Book a free consultation with our team and we'll outline the exact steps for your situation.