Branch or Subsidiary in Romania for a Foreign Company

A subsidiary is a separate Romanian company, and the members of an SRL answer only up to the subscribed capital (art. 3(3) Law 31/1990), so the parent's exposure is its contribution. A branch has no legal personality: it is the foreign company itself acting in Romania, so its obligations are the parent's. A Romanian lawyer advises on a specific group.

A branch never can: only a Romanian legal person qualifies. A subsidiary needs revenue within the EUR 100,000 ceiling, linked companies included, a full-time employee or an administrator paid at least the minimum gross wage under a mandate, and be the only micro of members above 25%. The EU dividend exemption needs a profit-tax payer, so the two never combine.

As a rule, yes. The 395,000 lei exemption is for a business seated in Romania (art. 310(1) Fiscal Code). A foreign company's fixed establishment registers for VAT before it carries out economic activities from it (art. 316(2)), unless it applies the special exemption scheme of art. 310². We file that registration under the parent's power of attorney.

Dividends distributed from 1 January 2026 bear 16% withholding, treaty-capped (art. 224(4)(b) Fiscal Code). An EU parent meeting the Code's conditions, with at least 10% held for an uninterrupted year to the payment date, is exempt if the subsidiary pays profit tax. A branch's transfer to head office is outside the dividend definition; ask a tax consultant.

A branch keeps its own Romanian accounts (art. 1(3) Law 82/1991). A branch of an EEA company files the annual accounting report; a branch of a non-EEA company files annual financial statements with ANAF by 31 May (financial year 2025), and a parent outside EU or EEA law also files its own annual accounts at the branch's trade register.

A parent from outside the EU and EEA files its constitutive act and articles with all amendments, translated by an authorised translator, documents on its seat, object and subscribed capital, and a certificate of existence from its home register (art. 74(2) Law 265/2022). Foreign official documents go in as originals with an apostille and a legalised Romanian translation.

A new SRL subsidiary needs at least 500 lei of capital since 18 December 2025 (art. VI(2) Law 239/2025). 30% is paid within 3 months of registration and before it trades in its name, the cash balance within 12 months (art. 9¹(2) Law 31/1990). The company and trade register laws set no capital for a branch.

A subsidiary does. Since 1 January 2026 every legal person holds a payment account in Romania or with the State Treasury, opened within 60 working days of formation; fine 3,000 to 10,000 lei (Law 70/2015 art. 12(4)). Whether this reaches a branch is not confirmed. A bank may refuse only on AML or sanctions grounds; we promise no account.

Yes, in the ordinary case. The parent signs an authentic power of attorney before a notary, apostilled and translated, and the attorney or a lawyer files (art. 79(1) Law 265/2022). The registrar can ask for physical presence where identity is suspected of forgery, but not where notaries or lawyers drew up the documents (art. 105(2), 2022 text).

The trade register law gives the registrar one working day to decide on the documents, under art. 105(1) Law 265/2022 in its 2022 text. That is the statute's term, not a promise of how long registration takes in practice, and whether it also governs a branch filing is not confirmed. Real processing times are not published.

A representative office has no legal personality and may not produce, trade or provide services; it needs an authorisation provided by law, which can be withdrawn. It pays 18,000 lei a year, prorated by months (art. 236 Fiscal Code), on Form 108 by the last day of February, and keeps Romanian accounts. The authorising body and procedure are not confirmed.

A route exists. The D/AS long-stay visa covers the appointed manager of a subsidiary, branch or representative office of a foreign company, under the conditions the Ministry of Foreign Affairs publishes. The visa's documents and fee are set out on our business visa page; the decision on any visa rests with the Romanian authorities.

In Romanian company law a subsidiary (filială) is a company with legal personality, formed in one of the company forms and taking that form's legal regime (art. 42 Law 31/1990). A secondary seat of a company may not be set up under the name filială (art. 43(4)), so an office of the parent is never a subsidiary.

A foreign company may set up subsidiaries, branches, agencies, representative offices or other secondary seats in Romania, if its own law recognises that right (art. 44 Law 31/1990). Of these, only the subsidiary is a separate Romanian company with legal personality; the branch is an establishment of the parent without legal personality, and the representative office cannot trade.

SRL stands for societate cu răspundere limitată, the Romanian limited liability company. A legal person may be its sole member (art. 15 Law 31/1990), the members answer only up to the subscribed capital, and a subsidiary formed as an SRL takes the SRL's legal regime. Contracts between the SRL and its sole member are made in writing.