Company Incorporation in Romania, a New SRL for Foreign Founders
Updated 23 October 2026
A new Romanian SRL, with its statutory terms and documents. We prepare and coordinate the file for a founder outside Romania, with the ready-made route beside it.
- For founders who are not in Romania
- Statutory term: file within 15 days of signing the act
- Minimum capital of a new SRL: 500 lei
- The act is drafted by a Bar-registered lawyer
A new SRL, built for a foreign founder
The service takes a new societate cu răspundere limitată (SRL, limited liability company) from the name check to the CUI. A natural or a legal person may found one, alone as asociat unic (sole member) (Law 31/1990, art. 1(1), 5(2)). See the Romanian limited liability company. The other route is the shelf companies we hold.
It is for a founder or a group outside Romania when no catalogue company fits, or when the company should have no past. The text read sets no nationality condition. Residence is a separate matter. For what follows the CUI, see running a business in Romania.
What the service includes
Six parts of the service. The price of our work is on request.
The signature route and the document list
We draw it up for the founders' situation. The route is a qualified electronic signature (QES), a lawyer's mandate or a notarised power of attorney. The list gives the form each foreign document needs.
The name check and reservation
The name is checked and reserved through the trade register before the act is drawn up. Barred words such as avocat (lawyer) or notar (notary) are kept out.
The constitutive act, drafted by a lawyer
A Bar-registered lawyer drafts the act constitutiv (constitutive act), or ONRC's own drafting service does (Law 51/1995, art. 3). The act covers the capital, the administrator (director), the beneficial owners and the standard self-declaration.
The registered office
Proof of the declared sediu social (registered office) goes with the filing. Providing a seat to others is itself a trust and company service provider activity (Law 129/2019, art. 2(l)).
The filing, VAT and the bank
The ONRC filing goes in within 15 days of signing (art. 36(1) Law 31/1990), under the founders' signature or a mandate. We prepare the VAT request for the company. We make introductions to banks for the payment account.
What other professions keep
The books stay with the company's own staff or a CECCAR member. Tax advice stays with a CCF consultant. Every ANAF filing stays with the company or a professional acting for it.
How a new SRL is incorporated, step by step
law a term set by law law (2022 text) a term of the 2022 text of Law 265/2022
- 1
Choose how the file is signed
Founder
- 2
Reserve the name and fix the seat
Founder or attorney
- 3
Draft and sign
Bar-registered lawyer drafts, all members sign
- 4
File at ONRC
Founders, first directors or their attorney
- law within 15 days of signing
- 5
The registrar decides
ONRC
- law (2022 text) one working day
- law (2022 text) up to 15 calendar days to fix a file
- law (2022 text) complaint within 10 calendar days
- 6
Entry, CUI and certificate
ONRC
- law (2022 text) entry at most 24 hours after the decision
- law a non-resident individual without a tax number: a NIF through ONRC the same or the next day
- 7
Publication
ONRC
- law (2022 text) in the electronic Bulletin within 3 working days
- 8
Payment account in Romania
Company
- law within 60 working days of formation
Order, not scale: each term runs from its own event.
Choose how the file is signed
The options are a QES under an eIDAS-listed scheme for a fully online formation, a lawyer's mandate, or a notarised power of attorney (Law 265/2022, art. 3(1)(c), 79, 83).
Reserve the name and fix the seat
The name is reserved, also online, without the words that art. 49(2) bars. Proof of the declared seat goes with the application.
Draft and sign
A Bar-registered lawyer drafts the act. All members sign under private signature (Law 31/1990, art. 5(6)). The act sets capital of at least 500 lei (Law 239/2025, art. VI(2)). It also names the director and the beneficial owners.
File within 15 days of signing
The founders, the first directors or their attorney file at ONRC (art. 36(1) Law 31/1990). The filing requests fiscal registration and, if wanted, VAT (Fiscal Code, art. 316(1^1)(a)).
The registrar decides
The registrar decides on the documents in one working day. An incomplete file gets up to 15 calendar days to be fixed. A file with a mandatory element missing is rejected. A complaint is filed within 10 calendar days (Law 265/2022, art. 105(1), 106(1), 77, 112(1)).
Entry, CUI and certificate
The entry comes at most 24 hours after the decision and gives legal personality. The certificate shows the J number, the CUI and the EUID (art. 107, 110). A non-resident individual may be a founder, member, shareholder or director with no tax number yet. That person gets a NIF through ONRC, the same or the next day (Fiscal Procedure Code, art. 83(1)-(2)).
Publication
The decision appears in the electronic Bulletin within 3 working days, free (art. 15). The Monitorul Oficial extract names founders and directors with country, town and county (art. 16).
Four duties after the entry
The VAT risk analysis follows if the company is registered for VAT. A payment account in Romania is due within 60 working days (Law 239/2025, art. II). The capital is paid in. The books are kept by the company's own staff or a CECCAR member.
Is your file ready for the register?
Send the founders' countries and the planned activity. Our plan lists the signature route, the documents and the order of steps.
Documents a foreign founder prepares
This is a general reading of the statute, not the register's own list. Foreign documents follow art. 76 of Law 265/2022.
- An identity document for each founder and director.
- For a founder company: its registration certificate or an extract naming its representatives.
- For a founder company in another EU state: data taken through the interconnected business registers.
- Each foreign official document in its route's form, with a legalised Romanian translation.
- Documents in an EU or EEA official language: a translation by an authorised translator.
- A notarised power of attorney, formalised and translated. It is not needed with a QES or mandate.
- The beneficial-owner data, which the constitutive act can carry.
- Proof of the registered office.
- Proof of any prior authorisation the activity needs.
- Proof of the reserved trade name.
One foreign official document, four routes
The original
where a treaty removes the formality
- art. 76(1)(a)law, 2022 text
The original
where an EU rule removes it
- art. 76(1)(b)law, 2022 text
With an apostille
for other Hague Convention states
- art. 76(1)(c)law, 2022 text
Superlegalised
for the rest
- art. 76(1)(d)law, 2022 text
All four routes end in one box: a legalised Romanian translation (art. 76(2))
Romanian requirements: a new SRL beside a ready-made one
A new SRL needs at least 500 lei of capital (Law 239/2025, art. VI(2)). Bulletin publication is free. We print no ONRC fee: art. 11(7) Law 265/2022 sets a tariff only for information and documents issued. For the charges, see the cost of a Romanian company guide.
| Topic | New SRL | Ready-made SRL by share transfer (cesiune de părți sociale) | Basis |
|---|---|---|---|
| Capital | at least 500 lei; 30% paid within 3 months of registration and before trading, the balance within 12 months (January 2024 text; any change by Law 239/2025 not verified) | capital as registered; 5,000 lei by 18 December 2027 only for an SRL above 400,000 lei net turnover; no minimum set for a smaller existing SRL | art. VI(1), (2), (6) Law 239/2025; art. 9^1(2) Law 31/1990 |
| Drafting and form | constitutive act under private signature, signed by all members; drafted by a Bar-registered lawyer or by ONRC's own drafting service | deed, amended act and members' resolutions drafted by a Bar-registered lawyer; no notarised form for a share transfer | art. 5(6), 204(2) Law 31/1990; art. 3(1)(c) Law 51/1995; art. 26(1)(d) Law 265/2022 |
| Approval | all founders sign | a transfer to an outsider: members holding at least three quarters of the capital, unless the articles say otherwise | art. 5(6), 202(2) Law 31/1990 |
| Filing term | within 15 days of signing the constitutive act | a mențiune (registered change) within 15 days of the act; effective against third parties from the entry | art. 36(1), 203(2) Law 31/1990; art. 87, 43(1) Law 265/2022 |
| ANAF | fiscal registration requested in the filing; ANAF assigns the CUI on ONRC's data | notice within 15 days of the transfer by the company, the seller or the buyer, for any member's shares since OUG 13/2026; with tax arrears, a guarantee shown at ONRC; procedure details per the draft of July 2026 | art. 125, 126 Law 265/2022; art. V(1)(a) Law 239/2025 |
| Registrar and publication | decision in one working day, up to 15 calendar days to fix a file, entry at most 24 hours later; Bulletin within 3 working days, free (2022 text) | the amending act is published in Monitorul Oficial Part IV at a per-page tariff | art. 105(1), 106(1), 107(3), 15(3)-(4) Law 265/2022 |
| CUI and certificate | the certificate shows the J number, the CUI and the EUID; a non-resident individual founder, member or director with no tax number gets a NIF through ONRC, the same or the next day | the CUI is kept for the company's whole existence and does not change on a transfer | art. 110(1), 127(2) Law 265/2022; art. 83(1)-(2), 90(3) Fiscal Procedure Code |
| Payment account | in Romania within 60 working days of formation; fine of 3,000 to 10,000 lei | the same duty; no account in Romania, or accounts filed more than 5 months late, means inactive status and dissolution after one year | art. 1(1^2), (1^3), 12(4) Law 70/2015, inserted by art. II Law 239/2025; art. 92(1^2), (4^1) Fiscal Procedure Code |
| VAT | requested with the registration or separately; registered first, then risk-analysed against Annex 6 | the VAT code is not promised to survive; cancelled after 6 consecutive months with no return, and exposed to the new majority shareholder's fiscal record; no text makes a transfer trigger a VAT review | art. 316(1^1)(a), (9), (11)(c)(2), (11)(d) Fiscal Code; Annex 6 to the VAT norms |
| Beneficial owner | declared at incorporation, which naming the owners in the constitutive act also meets; changes within 15 days | updated within 15 days of the change | art. 56(1), (3), (7) Law 129/2019 |
Business licences and permits
Romania has no general business licence. Operation is authorised through the register (Law 265/2022, art. 121).
| Situation | What applies |
|---|---|
| No general licence | Operation is authorised by registering the founders' declarația-tip pe propria răspundere (standard self-declaration) that the legal operating conditions are met (art. 121(1)). |
| Office work at the seat | The company's own office activity at its registered office needs no such declaration (art. 122(2)). |
| Regulated activities | The competent authority authorises them under its own procedure, before or after the activity starts. Where a law makes an approval a precondition of registration, proof goes with the application (art. 121(3), 72(3)). |
| A crypto-asset service | A CASP authorisation is granted to the company and never sold with a shelf: our CASP application support service. |
| A trade mark for the new SRL | A mark the new company will own is a separate filing: the national and the EU route for a mark owned by a Romanian SRL. |
| The founder's residence | Residence follows its own rules: a residence permit in Romania, the income threshold and the documents of the Romanian digital nomad visa, and the investor residence routes guide, which sets out the routes that exist. |
Problems we solve
Five recurring situations, the rule for each and how the file handles it. We promise no outcome.
The register sends the file back
A missing mandatory element means rejection. An incomplete file gets up to 15 calendar days to be fixed. A complaint gets 10 calendar days (Law 265/2022, art. 77, 106(1), 112(1)). We check the file against the document list first.
Foreign documents and the power of attorney
Each document takes the art. 76 route its state requires. It always needs a legalised Romanian translation. A QES or a lawyer's mandate removes the need for a notarised power of attorney (art. 79(1)).
A VAT number that has to be asked for
The company registers for VAT above the 395,000 lei ceiling, or by option (Fiscal Code, art. 310(1)). A risk analysis follows. Annex 6 lists a non-resident foreign director with capital under 45,000 lei. It also lists a company with no designated accountant, and a comodat (free-loan) seat of one year or less with no secondary premises. It is open how they combine. See a Romanian VAT number.
The account and the active status
A payment account in Romania is due within 60 working days of formation. Without it, a fine of 3,000 to 10,000 lei follows. No account, or accounts filed over 5 months late, means inactive status. Dissolution follows after one year (Law 239/2025).
An address that holds up
The filing carries proof of the declared seat (art. 36(2)(c) Law 31/1990). A comodat seat of one year or less, with no secondary premises, is a VAT risk criterion (Annex 6 pt. 1.2). Providing a seat to others is a trust and company service provider activity (Law 129/2019, art. 2(l)(3)).
Want the file read before it goes to the register?
Send the documents you already have. Our reply lists the documents from the statutes' list that are still missing. It also sets the order of the remaining steps.
Frequently asked questions
The register sent my file back. What happens?
It depends on the gap. A missing mandatory element or document leads to rejection (Law 265/2022, art. 77). An incomplete file gets up to 15 calendar days to be fixed (art. 106(1)). A complaint against the decision is filed within 10 calendar days of its communication (art. 112(1)). These terms are the 2022 text.
Do my foreign documents need an apostille?
Not always. A foreign official document is filed in its original form where a treaty or an EU rule removes the formality. Those from other Hague Convention states carry an apostille; the rest are superlegalised. All need a legalised Romanian translation (Law 265/2022, art. 76). A document in an EU or EEA official language needs an authorised translator's translation.
Do I get a VAT number automatically?
No. You request VAT in the same filing or later. If requested with it, it is valid from the registration (art. 316(1^1)(a) Fiscal Code). ANAF registers first and then analyses the risk (art. 316(9)). One listed criterion is a foreign director without Romanian tax residence where capital is under 45,000 lei. We found no decision term in the texts read.
When must the company open a bank account?
A payment account in Romania, or at the Treasury, is due within 60 working days of formation. It is kept while the company trades (art. 1(1^2), (1^3) Law 70/2015, inserted by art. II Law 239/2025). Missing it costs a fine of 3,000 to 10,000 lei. A company with no such account can be declared inactive.
How long does registration take?
We promise no overall time. By statute, you file within 15 days of signing the act. The registrar decides within one working day of registering the application. An incomplete file gets up to 15 calendar days to be fixed. The entry comes at most 24 hours after the decision (Law 265/2022, 2022 text). We quote no practice figure.
How can a foreigner incorporate a Romanian company, and must they travel?
A natural or a legal person may found an SRL, even alone (Law 31/1990, art. 1(1), 5(2)). The law allows a fully online formation with a QES, or a filing by a lawyer or attorney. Presence is not required where a lawyer or notary prepared the file. The registrar calls the applicant in only on suspicion of false identity.
What does it cost to incorporate, and what is the minimum capital?
The minimum capital of a new SRL is 500 lei. It is 5,000 lei once the previous year's net turnover passes 400,000 lei (Law 239/2025, art. VI). Bulletin publication is free. We give no ONRC fee figure: the tariff of art. 11(7) Law 265/2022 covers information and documents the register issues. Our own price is on request.
What is the corporation tax in Romania?
Profit tax is 16% of taxable profit (art. 17 Fiscal Code). Dividends distributed from 1 January 2026 are taxed at 16% (Law 141/2025, art. VII(1)). That applies whether they go to a Romanian company, a non-resident or an individual. A 10% rate stays for dividends on 2025 interim accounts. Other regimes and salary contributions are outside this page.
Do I need a business licence or a permit?
There is no general business licence. The company may operate once the founders' standard self-declaration is registered (Law 265/2022, art. 121(1)). A regulated activity needs approval from the competent authority, under its own procedure. Where a law makes an authorisation a precondition of registration, proof of it is attached to the application (art. 72(3)).
Who declares the beneficial owner?
The declaration is made at ONRC at incorporation and on every change. At incorporation, naming the beneficial owners in the constitutive act also meets the duty (Law 129/2019, art. 56). A change is declared within 15 days. A missing declaration brings a fine of 5,000 to 10,000 lei on the legal representative (art. 57(1)).
Is a notary needed, and who drafts the documents?
An SRL's constitutive act is under private signature. Notarial form is needed only in listed cases (Law 31/1990, art. 5(6)). You meet a notary on the notarised power of attorney route and for the legalised Romanian translation of foreign documents (Law 265/2022, art. 76(2)). Drafting legal acts is reserved to lawyers (Law 51/1995, art. 3), except ONRC's own drafting service.
Is my name made public?
Yes. The registrar's decision is published in the electronic Trade Register Bulletin. The extract sent to Monitorul Oficial names founders and directors with their country, town and county (Law 265/2022, art. 15 and 16). A founder's name and home town therefore become public once the company is registered.
Must the capital be paid in before registration?
The January 2024 text of Law 31/1990 (art. 9^1(2)) sets 30% of the subscribed capital within 3 months of registration and before trading. The balance is due within 12 months. We have not verified whether Law 239/2025 changed this rule. This page therefore does not say that nothing is paid before registration.
How does a new SRL differ from a ready-made one?
A new SRL goes through the name reservation, constitutive act, filing and CUI, then VAT and the account. A ready-made SRL changes hands by a share transfer, with no notary. For an outsider, it needs at least three quarters of the capital, unless the articles say otherwise. An ANAF notice and an ONRC mențiune follow, each within 15 days.
Need a new Romanian SRL for your plans?
Send the founders' details and the planned activity. Our price is on request. We name the lawyer's and the accountant's steps but do not offer them.