Company Formation in Romania for Foreign Founders and Groups

Yes. Natural and legal persons may form a Romanian company (Law 31/1990 art. 1(1)), and one person may form an SRL alone (art. 5(2)). No residence condition appears in the Company Law provisions on forming a company; rules outside that law, such as those on the administrator, belong to the structure conversation.

Not as a rule. An attorney files at the trade register under an authentic special or general power of attorney (Law 31/1990 art. 36(1); Law 265/2022, 2022 text), and the application may carry a qualified electronic signature. The registrar can ask for physical presence only where identity forgery is suspected (art. 105(2)). The bank usually wants the director in person.

A payment service provider may refuse the account only under the AML and sanctions rules. A new company opens it within 60 working days, and not holding it is fined 3,000 to 10,000 lei (Law 70/2015 as amended by Law 239/2025, from 1 January 2026). No account is also a ground for inactivity. Banks usually meet the director in person.

ANAF registers the company for VAT first and analyses risk afterwards (Fiscal Code art. 316(9)). A foreign administrator without Romanian tax residence, combined with share capital under 45,000 lei, is one of the listed risk criteria (Annex 6 to the VAT norms). Our VAT registration page describes the file we prepare with that analysis in view.

Within its conditions: revenue within the lei equivalent of EUR 100,000, linked enterprises counted, and an employee within 90 days of registration. Shareholders above 25% designate their one micro-enterprise by 31 March of the following year, and the company notifies ANAF by 31 March of the tax year (Fiscal Code art. 47(4) and 55(2)). Otherwise, 16% profit tax (art. 17).

Not by itself. The D/AC long-stay visa is for shareholders or members with management duties, and it needs an opinion from ARICE, the Romanian investment and foreign trade agency, on the business plan. The visa fee is EUR 300, paid in the country of application, for applications from 27 April 2026. The business visa page sets out the file.

Dividends distributed from 1 January 2026 are taxed at 16%, and for a non-resident a tax treaty rate can cap that (Fiscal Code art. 224(4)(b)). The EU parent exemption needs a Romanian payer that pays profit tax with no option, so a micro-enterprise payer does not qualify (art. 229(1)(c)). Our holding page covers the structure.

On the state side, a new SRL needs at least 500 lei of share capital (Law 239/2025, from 18 December 2025), 30% of it paid within 3 months of registration. The power of attorney, the apostille and the legalised translation are third-party charges. Our fee is quoted on request, once the structure is known.

Documents and a power of attorney; the constitutive act signed by the founders; filing at the trade register within 15 days of the act (Law 31/1990 art. 36(1)); registration, from which the company is a legal person (art. 41(1)); then a payment account in Romania within 60 working days. The six steps above show who acts at each.

Profit tax is 16% of taxable profit (Fiscal Code art. 17). A micro-enterprise pays 1% of its revenue instead (art. 51(1)) while it meets the micro conditions: revenue within EUR 100,000 counted with linked enterprises, an employee, and one micro-enterprise per shareholder above 25%. Dividends are taxed separately, at their own rate.

SRL stands for societate cu răspundere limitată, a limited liability company. One member is enough and there can be at most 50 (Law 31/1990 art. 5(2), art. 12). A new SRL needs at least 500 lei of share capital since 18 December 2025; one whose previous-year net turnover exceeded 400,000 lei needs 5,000 lei.

The statute gives the trade register registrar one working day from the filing to decide (art. 105(1) Law 265/2022, 2022 text). That is the law's term, not a promise of how long a file takes. Before it come the documents and the power of attorney; after it, the bank account and the VAT risk analysis.