Why Register a Company in Romania?

Romania offers a combination that’s become harder to find in the EU: a large, technically skilled workforce at a cost base still well below Western Europe, wrapped inside full access to the EU single market’s 450 million consumers. Bucharest, Cluj-Napoca, Timișoara, and Iași have matured into genuine technology and outsourcing hubs, with the country’s software and IT services exports now running past €10 billion a year and international employers from Microsoft to Amazon maintaining substantial local teams. For a company scoping a Central or Eastern European base, that mix of EU membership, engineering depth, and comparative cost efficiency is a real draw.

Two developments make right now a materially different moment than even eighteen months ago. Romania became a full Schengen member on 1 January 2025, when internal land border checks were lifted to match the air and sea borders opened in March 2024 — a genuine practical improvement for any company moving people or goods between Romania and the rest of the bloc. At the same time, the government has spent 2025 and 2026 pushing through one of its broadest fiscal reform packages in years: standard VAT rose from 19% to 21% in August 2025, dividend tax rose from 10% to 16% in January 2026, and a reinstated share capital minimum replaced the symbolic 1-leu SRL that existed for years. None of this makes Romania a low-tax jurisdiction anymore, but it does mean a company entering today is building on a settled post-reform baseline rather than one still absorbing changes mid-year.

The labor supply side carries its own tension. Millions of Romanians have relocated for work across Western Europe over the past two decades, leaving construction, hospitality, agriculture, and parts of manufacturing chronically short-staffed and reliant on non-EU labor to fill the gap. Romania rewrote its foreign-worker framework substantially in 2026, simplifying the process on paper through a new digital platform while tightening which roles actually qualify for sponsorship. And in a related shift, the income-tax exemption that Romania’s IT sector enjoyed for two decades was eliminated from January 2025, meaning companies competing for developer talent are now doing so on compensation design and benefits rather than a built-in tax edge that used to do a lot of the recruiting work on its own.

Choosing the Right Business Structure

The starting point for any Romanian registration is matching the entity to how much liability exposure you’re prepared to carry locally and how long you expect to operate. A company planning to invoice Romanian or EU customers directly, sign local contracts, and build a lasting presence generally needs a full subsidiary; a business only scoping the market or executing a single project has lighter-weight options.

Limited Liability Company (SRL)

The SRL is the default vehicle for the vast majority of foreign investors, combining limited liability with a genuinely light governance structure — a single shareholder and a single administrator are enough to operate, with no residency requirement for either, and up to fifty shareholders permitted. Since 1 January 2026, new SRLs must be capitalized with a minimum of RON 500 (roughly €100) rather than the symbolic 1-leu minimum that existed previously, and any SRL whose turnover later exceeds RON 400,000 must raise its capital to RON 5,000. One rule worth flagging early: Romanian company law prevents a single individual from being the sole shareholder of more than one single-member SRL at the same time.

Joint Stock Company (SA)

An SA suits larger operations, joint ventures with institutional partners, or businesses planning to raise outside capital or eventually list. It requires a minimum share capital of RON 90,000 (roughly €18,000), with at least 30% paid in at incorporation, and needs at least two shareholders alongside a formal board structure. The heavier governance burden — mandatory board or two-tier supervisory arrangements, more extensive disclosure — buys the credibility that larger commercial counterparties and public tenders often expect.

Branch of a Foreign Company

A branch (sucursală) extends an existing foreign company’s legal identity into Romania rather than creating a new one, which suits businesses executing a specific contract or maintaining tight integration with the parent’s brand and operations. It carries no separate legal personality, so liability for the Romanian operation’s obligations flows directly back to the parent, and there is no statutory minimum capital requirement since the branch isn’t independently capitalized. Branches must still register with ONRC and keep separate Romanian accounting records.

Representative Office

A representative office (reprezentanță) is the lightest-touch option, authorized through a separate government process outside the standard ONRC company filing. It’s built for liaison work, market research, and promotional activity rather than commercial trading — a representative office cannot invoice Romanian customers or generate local revenue, which makes it a low-commitment way to maintain a presence while a company decides whether a full SRL is worth setting up.

Comparison of Common Business Structures in Romania

Structure Common purpose Pros Cons
Limited Liability Company (SRL) Most foreign-owned subsidiaries, SMEs, and standard commercial trading Low minimum capital (RON 500); single shareholder and administrator permitted; no residency requirement Capital must rise to RON 5,000 once turnover passes RON 400,000; limited to 50 shareholders
Joint Stock Company (SA) Larger operations, joint ventures, capital-raising, or eventual listing Governance credibility with institutional partners and public tenders; suited to scaling operations Higher minimum capital (RON 90,000); mandatory board structure and disclosure obligations
Branch Executing a specific contract or extending an existing foreign brand into Romania No new legal entity to incorporate; retains the parent company’s track record; no minimum capital No separate legal personality — liability sits with the parent company
Representative office Market research, liaison, and promotional activity ahead of a full market entry Fast and low-cost to establish; minimal ongoing compliance burden Cannot invoice or trade locally; not a substitute for a commercial entity

So how do you choose? The right structure depends on where your revenue and your risk actually sit, not just which option looks simplest on paper. Before registering, weigh:

  • Whether you need to invoice Romanian or EU customers directly or are only scoping the market
  • How much share capital you’re prepared to commit and whether your turnover trajectory will trigger the RON 5,000 SRL threshold
  • Whether the credibility of an SA’s governance structure is worth its higher capital and compliance load
  • Your appetite for carrying parent-company liability if a branch structure is otherwise the better operational fit

Romania's Legal and Regulatory Requirements for Companies

Company formation in Romania runs through a single primary registry — ONRC — but a newly formed entity still has to complete separate registrations with the tax authority, the labor register, and, where applicable, VAT before it can legally trade or hire. Most of this now runs through integrated digital platforms rather than requiring in-person visits to each authority.

Key Business Regulations in Romania

  • Registration with the National Trade Register Office (ONRC), which issues the Certificate of Registration and the company’s fiscal identification code (CUI), used across every subsequent tax and regulatory interaction
  • Selection of CAEN Rev. 3 activity codes that match the company’s actual business lines, since these determine which sector-specific approvals, if any, apply
  • Corporate tax registration with the National Agency for Fiscal Administration (ANAF), applying a standard 16% rate on net profit unless the company qualifies for the micro-enterprise turnover-based regime
  • VAT registration once annual turnover exceeds RON 395,000 (roughly €80,000), with returns filed through ANAF’s e-services system
  • A mandatory Romanian corporate bank account, which must move from a provisional capital-deposit account to a full operating account within 60 business days of incorporation
  • Registration in REGES-Online, Romania’s official employment register, before any employment contract can legally begin

Tips for Staying Compliant with Romanian Laws

  • Confirm your CAEN Rev. 3 activity codes are accurate and current well ahead of the 25 September 2026 compliance deadline, since mismatched codes complicate tax and sector-specific registrations alike
  • Convert the provisional capital-deposit account into a full operating bank account within the 60-business-day window, since missing it risks the company being declared fiscally inactive by ANAF
  • Track micro-enterprise turnover in real time rather than annually — exceeding the EUR 100,000 cap switches a company to the standard 16% corporate tax from the quarter the threshold is breached, not the next fiscal year
  • File annual financial statements with ONRC and ANAF by 31 May, and submit the UBO declaration within 15 days of shareholders approving the annual accounts
  • Reconcile VAT filings against the post-August-2025 rate structure, since several goods and services shifted categories when the old 5% and 9% bands merged into a single 11% rate

Step-by-Step Process to Set Up a Company in Romania

The mechanics of registering a Romanian company follow a consistent sequence regardless of structure: confirm your activity codes and name, prepare your constitutive documents, deposit capital, file with ONRC, and only then move on to banking, tax registration, and hiring. Most of this sequence now runs through ONRC’s digital filing channels, which has meaningfully cut the timeline compared to a decade ago.

1

Reserve Your Company Name and Conform CAEN Activity Codes

Submit a name reservation request to ONRC and select the CAEN Rev. 3 codes matching your intended business activities.

2

Draft the Articles of Association and Secure a Registered Office

Prepare the constitutive documents reflecting your chosen structure and ownership split, and arrange proof of a registered Romanian office address — a lease agreement or owner’s authorization letter both satisfy the requirement.

3

Deposit Your Share Capital

Open a provisional account with a Romanian bank and deposit the minimum capital for your structure, obtaining the deposit certificate ONRC requires as part of the filing.

4

Submit Your File to ONRC

File the complete dossier — Articles of Association, capital deposit certificate, registered office proof, and identity documents for shareholders and administrators — online through the myportal.onrc.ro system or in person at a local ONRC office.

5

Receive Your Certificate of Registration and CUI

ONRC typically processes a straightforward SRL file within three to five working days, issuing the Certificate of Registration and the company’s fiscal code (CUI).

6

Convert to a Permanent Corporate Bank Account

Move from the provisional capital-deposit account to a full operating account within 60 business days of incorporation, as required under Law 239/2025.

7

Register for VAT and with the Labor Authorities

Complete VAT registration with ANAF once turnover crosses the mandatory threshold, and register the company in REGES-Online before extending any employment contract.

Hiring and Managing Employees

Romania’s payroll structure runs opposite to most of the EU: employees carry the heavy end of the social contribution burden, while employers pay comparatively little. Employees contribute 25% of gross salary to CAS (pension insurance) and 10% to CASS (health insurance) — a combined 35% — with a flat 10% income tax applied afterward on the remaining taxable base. Employers add just a 2.25% CAM (work insurance) contribution on top of gross salary, among the lowest employer payroll costs anywhere in the EU. The minimum wage runs on a two-step 2026 schedule — RON 4,050 from January through June, rising to RON 4,325 from July under Government Decision 146/2026 — and employees are entitled to at least 20 working days of paid annual leave under the Labour Code, with contracts required in writing and in Romanian.

Hiring outside the EU now runs through a substantially rewritten framework. Emergency Ordinance 32/2026 replaced the previous work-permit process with two long-stay visa categories issued through a new digital platform, WorkinRomania.gov.ro: the D/AM1 for highly qualified workers, which carries no quota or shortage-list restriction, and the D/AM2 for general labor, which is capped at a 90,000-person annual quota for 2026 and gated by a Shortage Occupations List that determines which roles even qualify for sponsorship. EU, EEA, and Swiss nationals need no work permit at all, though anyone staying beyond 180 days in a year must register with Romanian immigration authorities.

For companies not ready to incorporate immediately, an Employer of Record can take on the legal employer role in Romania — handling CAS, CASS, and CAM contributions, REGES-Online registration, and statutory leave — without requiring the foreign company to complete ONRC filing or open a Romanian bank account, which can shave weeks off a market-entry timeline compared to full incorporation.

Tips for Recruiting and Retaining Local Talent

  • Budget for the loss of the old IT income-tax exemption, eliminated from January 2025, when benchmarking developer compensation against what candidates may still expect from the pre-2025 market
  • Confirm any non-EU role appears on the current Shortage Occupations List before initiating a D/AM2 sponsorship, since off-list roles simply aren’t eligible for that category
  • Lean on Romania’s established Bucharest, Cluj-Napoca, TimiÈ™oara, and IaÈ™i tech hubs for sourcing, given the country’s mature software outsourcing sector and strong English proficiency among younger professionals
  • File early for any 2027 non-EU hiring plans, since the annual D/AM2 quota has historically been absorbed well before year-end
  • Compete on extra paid leave, private health coverage, and schedule flexibility rather than a tax edge, since candidates now benchmark net pay directly against neighbours like Poland and Hungary that retain sector-specific incentives

Financial Management and Reporting

Romanian companies generally file annual financial statements with both ONRC and ANAF, with the filing deadline falling on 31 May each year regardless of company size. Statutory audit obligations aren’t universal — only companies exceeding two of three size thresholds set annually by the Ministry of Finance, covering total assets, net turnover, and average employee headcount, require an independent audit; most standard SRLs only need a certified accountant to prepare and file their accounts.

Tax filing runs on parallel tracks. VAT-registered businesses file returns through ANAF’s e-services portal on a schedule tied to turnover, while corporate tax is assessed annually at the standard 16% rate unless the company qualifies for the micro-enterprise regime, taxed instead at 1–3% of turnover for companies under the EUR 100,000 revenue cap that also employ at least one person and remain majority non-state owned. Dividend distributions are subject to a 16% withholding tax as of January 2026, a detail worth modeling early for any company planning to repatriate profits to a foreign parent.

Common Pitfalls to Avoid

  • Assuming an SRL can still be formed with the old symbolic 1-leu capital, when Law 239/2025 set a genuine RON 500 minimum from January 2026
  • Missing the 60-business-day window to convert the provisional capital account into a full operating bank account
  • Treating the micro-enterprise regime as guaranteed rather than checking the shrinking eligibility cap — down to EUR 100,000 in 2026 from EUR 500,000 just two years earlier
  • Pricing contracts and distributions without accounting for the August 2025 VAT increase to 21% and the January 2026 dividend tax increase to 16%
  • Filing a non-EU work visa sponsorship for a role that isn’t on the current Shortage Occupations List

Tips for Operating Successfully in Romania

Matching your legal structure to your actual commercial footprint matters more than defaulting to whichever option looked cheapest at incorporation. A representative office is the right call for genuine market scoping, but a company that starts invoicing Romanian customers through one anyway is operating outside its authorized scope and risks the arrangement being challenged by ANAF or ONRC later.

Banking and compliance relationships are worth investing in early. Romania’s post-reform tax environment — the new capital rules, the higher VAT and dividend tax rates, and the tightening micro-enterprise cap — rewards companies that build accurate bookkeeping and reconciliation into their systems from day one rather than treating compliance as an annual scramble.

Finally, treat labor market realities as a planning input rather than an afterthought. Between the inverted payroll structure, the newly digitized but more tightly gated non-EU work permit system, and a domestic workforce that continues to migrate for opportunities elsewhere in the EU, companies that plan their hiring mix — local, EU, and sponsored non-EU — well in advance avoid the scramble that comes with discovering a quota or shortage-list restriction after an offer has already gone out.

Common Mistakes to Avoid

  1. Choosing a representative office to save on setup costs, then using it to invoice local customers anyway
  2. Assuming a branch is automatically simpler than an SRL without weighing that the parent company carries full liability for the branch’s Romanian obligations
  3. Underestimating the SA’s governance and capital overhead relative to an SRL for a company that doesn’t actually need it
  4. Recruiting IT talent as though the pre-2025 income-tax exemption still applies to compensation planning
  5. Treating VAT and dividend tax as unrelated line items rather than reconciling both against the 2025–2026 rate changes
  6. Overlooking the REGES-Online registration requirement until after a new hire’s first working day
  7. Assuming the micro-enterprise regime will remain available indefinitely without checking the annually shrinking turnover cap

Why Now is the Right Time to Register a Company in Romania

Romania’s 2026 position is genuinely different from where it stood even two years ago. Full Schengen membership, achieved on 1 January 2025, has removed a meaningful friction point for companies moving people and goods between Romania and the rest of the EU. The government’s 2025–2026 fiscal reforms — the VAT increase, the dividend tax increase, and the reinstated share capital rules — have been disruptive in the short term, but they also mean a company registering today is entering a stabilized regulatory environment rather than one still working through mid-cycle surprises.

At the same time, the labor market changes underway are creating real openings for companies that move early. The removal of the IT sector’s long-standing tax exemption has reset the terms of competition for tech talent, rewarding employers who lead with strong benefits and flexibility rather than assuming Romania’s old tax advantage will do the recruiting for them. And the 2026 overhaul of non-EU work permit rules, while tighter on eligibility, has also made the sponsorship process more predictable through a single digital platform — a real improvement for companies that plan their hiring calendar around the Shortage Occupations List and annual quota rather than discovering the constraints after the fact. Companies that register now, with a clear-eyed view of the post-reform tax and labor landscape, are positioned to build local operations and market relationships while competitors are still catching up to what changed.

Ready to register your company in Romania? Use RemotePeople’s company registration services to get expert support from day one, from entity setup through your first hire.

Frequently Asked Questions

Yes — Romania's RO e-Factura system requires businesses to issue and report invoices electronically through the national platform, with the mandate expanded to cover B2C transactions alongside B2B from 2025 onward. Even where a customer still receives a traditional PDF or paper copy, the underlying invoice must also be submitted through RO e-Factura, which is a compliance step worth building into your accounting setup from day one rather than retrofitting later.

A representative office and an SRL or SA are registered through entirely separate processes, so there's no direct "conversion" — a company operating a representative office that decides to start trading in Romania needs to incorporate a new SRL or SA through ONRC and can then wind down the representative office once the new entity is operational, rather than transforming the existing registration.

The D/AM1 and the EU Blue Card are separate routes that both target highly qualified workers and both sit outside Romania's general labor quota, but they carry different eligibility criteria and administrative processes — some specialists may qualify for either, and employers should compare processing timelines and dependent-family provisions for the specific candidate rather than assuming the two are interchangeable.

The Ministry of Finance sets three thresholds annually — total assets, net turnover, and average employee headcount — and a company only needs a statutory audit if it exceeds two of the three for two consecutive years. Most standard-sized SRLs fall well under these thresholds and only need a certified accountant to prepare and file annual statements.

Yes — Romania has offered a digital nomad visa since 2022 for non-EU nationals who work remotely for a foreign employer or run their own foreign-registered business, allowing residence in Romania without a local employment contract or an ONRC-registered entity. It's a distinct track from the D/AM1 and D/AM2 categories, which apply specifically to people taking up employment with a Romanian company.