holding company
Holding Company in Romania for Foreign Groups and Founders
A Romanian holding SRL formed and filed for your group, with the 2026 conditions behind its dividends, interest and exits set out by article.
- Sole member may be a foreign company (art. 15 Law 31/1990)
- 500 lei minimum capital for a new SRL (art. VI(2) Law 239/2025)
- Filed at ONRC under your power of attorney (art. 79(1) Law 265/2022)
- 2026: 16% profit tax and 16% dividend tax (art. 17, 43(2) Fiscal Code)
Bucharest, where the holding is registered; we receive clients at Bulevardul Unirii 45.
A Romanian holding SRL, formed for your group
FormaRoman Group forms and files a Romanian holding SRL for a foreign parent company, a founder with several companies, or a group placing its EU or Romanian subsidiaries under one Romanian company. The filing work matches incorporating an SRL in Bucharest; the holding adds its object of activity, the chain of owners and the holding clocks to the file.
A group weighing a subsidiary held directly will find that route under our branch or subsidiary service. This page states the conditions of the Romanian texts, and the Romanian taxes guide gives the wider picture. The structure decision stays with you and your tax adviser: FormaRoman Group is not a law firm and gives no tax advice.
What's included
Six blocks of work, one that stays with your advisers. Later work has its own pages: the transfer of SRL shares to a new owner and VAT representation for a non-resident.
The holding SRL itself
The constitutive act on the standard form the founders sign (art. 5(6) Law 31/1990): holding object, capital, administrator. A foreign company or an individual may be sole member (art. 15) of the Romanian limited liability company.
Bespoke articles through a Romanian lawyer
Where the group needs clauses beyond the standard form, a Romanian lawyer drafts the articles, because drafting legal acts is lawyers' work (Law 51/1995 art. 3). We coordinate the lawyer and file the result.
The foreign parent's documents
We list what the parent supplies and arrange the apostille and legalised Romanian translation (art. 76(2) Law 265/2022). ONRC obtains an EU parent's register data through BRIS, the EU registers interconnection (art. 72(4)).
Filing at ONRC
At the National Trade Register Office, under an authentic power of attorney (art. 79(1) Law 265/2022), within 15 days of signing (Law 265/2022). Formation is AML-regulated (Law 129/2019), so identity checks come first.
After registration
ANAF, the tax administration, assigns the CUI (cod unic de înregistrare, the fiscal code; art. 126(2) Law 265/2022). The trade register office requests a non-resident administrator's tax number with the registration (art. 83(1) Fiscal Procedure Code); we include the administrator's data in the filing and prepare the bank file.
Filing at ANAF for you
Under your power of attorney we file the holding's forms and declarations, submit returns your accountant prepared and signed, and file the ANAF notice due within 15 days after any transfer of SRL shares (Law 239/2025 art. V(1)(a), as amended in March 2026).
What stays with your advisers
Tax advice on the structure is reserved to registered tax consultants (OG 71/2001 art. 8(6)); bookkeeping and preparing tax returns to CECCAR accountants (OG 65/1994 art. 1). We never act as administrator or shareholder.
How money moves through a Romanian holding in 2026
Each flow carries its 2026 rate and the condition the Fiscal Code attaches to it. For depth, see the dividend tax guide and the page on which payments from Romania carry withholding tax and at what rate.
| Flow | 2026 treatment | Condition | Article |
|---|---|---|---|
| Dividends from a Romanian subsidiary, in the holding's profit tax | non-taxable | none | art. 23(a) |
| The same dividends, tax withheld by the subsidiary | 16% | nil at 10% held for one full year up to payment, both companies on profit tax | art. 43(2), 43(4) |
| Dividends from an EU subsidiary | non-taxable | 10% held for at least one year; holding on profit tax; not if deductible at the subsidiary | art. 24(1)(a), 24(4) |
| Dividends from a non-EU subsidiary in a treaty state | non-taxable | 10% held for an uninterrupted year; the subsidiary pays profit tax or a similar tax | art. 23(b) |
| Gain on selling a subsidiary's shares | non-taxable | 10% held for an uninterrupted year, Romanian or treaty-state company | art. 23(i) |
| Liquidation proceeds | non-taxable | the same 10% and one-year test | art. 23(j) |
| Dividends paid to a foreign parent | 16% | nil for an EU or EEA parent that meets the Code's form, residence and tax conditions and holds 10% for an uninterrupted year ending on the payment date, payer on profit tax; otherwise a treaty rate on the residence certificate | art. 224(4)(b), 229(1)(c), (c1), 230(2) |
| Interest and royalties paid to a group company | 16% | nil to an associated EU company: 25% direct holding for 2 years, beneficial owner, attestation at payment | art. 224(4)(d), 255, 258(b) |
| Management and consultancy fees to a non-resident | 16% | treaty relief on the residence certificate | art. 224(4)(d), 230(2) |
Romanian holding SRL
Dividends up from a Romanian subsidiary
Non-taxable in the holding. 16% withheld, nil at 10% held for one full year, both companies on profit tax.
art. 23(a), 43(2), 43(4)
Dividends up from an EU subsidiary
Non-taxable at 10% held for at least one year, holding on profit tax.
art. 24(1)(a), 24(4)
Dividends up from a treaty-state subsidiary
Non-taxable at 10% held for an uninterrupted year, subsidiary on profit tax or a similar tax.
art. 23(b)
Dividends out to the foreign parent
16%, or nil for an EU or EEA parent holding 10% for an uninterrupted year, payer on profit tax. Otherwise a treaty rate on the residence certificate.
art. 224(4)(b), 229(1)(c), 230(2)
Interest and royalties out
16%. Nil to an associated EU company with a 25% direct holding for 2 years.
art. 224(4)(d), 255
Two clocks: 10% held for an uninterrupted year; 25% held for 2 years. 2026 rates, Fiscal Code as amended; dividend rate from 1 January 2026, Law 141/2025.
Micro-enterprise regime or profit tax: the conditions
A holding pays either micro-enterprise tax in Romania or the 16 percent profit tax (art. 17 Fiscal Code); the conditions below decide which applies. The choice is yours and your tax adviser's; we file whichever regime is chosen.
The ceiling counts linked Romanian companies
Micro tax is 1% of revenue (art. 51(1)) up to the lei equivalent of EUR 100,000 (art. 47(1)(c)), with linked enterprises and a Romanian holder's own revenue added in (art. 47(11)).
One micro per shareholder over 25%
A shareholder holding over 25% can have only one micro company, designated by the shareholders by 31 March of the following fiscal year; the companies not designated pay profit tax (art. 47(1)(h), 47(4)).
One employee within 90 days
A micro company needs one employee (art. 47(1)(g)) or an administrator on a mandate paid at least the minimum gross wage (art. 51(4)(b)); a new company has 90 days from registration (art. 48(3)).
What a micro holding loses
The domestic dividend exemption needs both companies on profit tax (art. 43(4)); so does the EU parent exemption on dividends out (art. 229(1)(c)). The EU subsidiary rule asks the Romanian parent to pay profit tax (art. 24(1)(a) pt. 2); whether a micro company meets it is a point to settle with your tax adviser.
How the formation works
Eight steps, each with its actor and the statute's own term where one exists; no step carries a promised duration.
law a term set by statute none the law sets no term for this step
- I
Structure decision
Client and tax adviser
- no term in the law
- II
Name check and reservation
Our filer
- no term in the law
- III
Constitutive act
Founders or a Romanian lawyer
- no term in the law
- IV
Parent's documents and power of attorney
Client, notary abroad and translator
- no term in the law
- V
Beneficial-owner declaration
Legal representative
- no term in the law
- VI
Filing at ONRC
Our filer at ONRC
- within 15 days of signing
- registrar: one working day, the law's term (art. 105(1), 2022 text)
- VII
CUI and tax numbers
ANAF
- no term in the law
- VIII
Payment account and capital
Bank and client
- account within 60 working days
- 30% of capital within 3 months
Structure decision
you and your tax adviser fix the holding percentage, when the one-year and two-year clocks start, the tax regime and where the parent sits. We supply the conditions, not the choice.
Name check and reservation
our filer checks the proposed name and reserves it through the ONRC portal. No official time is published for this step.
Constitutive act
the founders sign the standard form under private signature (art. 5(6) Law 31/1990), or a Romanian lawyer drafts bespoke articles; capital of at least 500 lei (art. VI(2) Law 239/2025).
Parent's documents and power of attorney
apostille and legalised translation (art. 76(2) Law 265/2022); an authentic power of attorney or a lawyer's mandate (art. 79(1)); BRIS for an EU parent (art. 72(4)).
Beneficial-owner declaration
the legal representative names the natural persons at the top of the chain (art. 56(1) Law 129/2019); the beneficial owner register guide explains who counts.
Filing at ONRC
within 15 days of signing (Law 265/2022). The statute gives the registrar one working day from registration of the request (art. 105(1), 2022 text): the law's term, not a promise.
CUI and tax numbers
ANAF assigns the CUI on the data ONRC sends (art. 126(2) Law 265/2022); a non-resident administrator's tax number is requested through the same filing (art. 83(1) Fiscal Procedure Code).
Payment account and capital
an account in Romania within 60 working days since 1 January 2026 (Law 70/2015, as amended), opened on the KYC file a Romanian bank asks a foreign founder for; 30% of capital within 3 months (art. 91(2) Law 31/1990).
After registration we file the regime forms at ANAF under your power of attorney and, when the holding buys shares in a subsidiary SRL, the share-transfer notice due within 15 days from the transfer (Law 239/2025 art. V(1)(a), as amended in March 2026).
Placing a Romanian holding in your group chart?
Send the ownership chain and get a formation plan with the document list and each statutory term.
Documents and Romanian requirements
What the law asks of the holding and its parent at formation and in the first year, with the source of each line.
| Requirement | What the law says | Source |
|---|---|---|
| Share capital of a new SRL | at least 500 lei; 30% paid within 3 months of registration | art. VI(2) Law 239/2025; art. 91(2) Law 31/1990 |
| Capital after growth | 5,000 lei once the previous year's net turnover exceeded 400,000 lei | art. VI(1) Law 239/2025 |
| The foreign parent's documents | original with apostille and a legalised Romanian translation; an EU parent's register data through BRIS | art. 76(2), 72(4) Law 265/2022 |
| Power of attorney | authentic special or general power of attorney, or a lawyer's mandate | art. 79(1) Law 265/2022 |
| Beneficial-owner declaration | at registration and at every change; fine 5,000 to 10,000 lei | art. 56(1), 57(2) Law 129/2019 |
| Filing at ONRC | within 15 days of signing the constitutive act | Law 265/2022 |
| Payment account in Romania | within 60 working days of formation, a duty since 1 January 2026; fine 3,000 to 10,000 lei | Law 70/2015 art. 1(12)-(13), 12(4), inserted by Law 239/2025 |
| Publication of Company Law acts | Monitorul Oficial Part IV, 152 lei per manuscript page, VAT included (2026) | Decision 1/2026 of the Standing Bureau of the Chamber of Deputies (Monitorul Oficial tariffs) |
| Tax residence certificate of a foreign parent | presented to the payer at the moment of payment, for a treaty rate on dividends | art. 230(2) Fiscal Code |
What a holding must carry to work
Five points the Romanian texts decide, each checked before the holding is filed.
A holding with no people or premises
The Code disregards arrangements that are not genuine (art. 404(1)); the dividend exemption needs valid commercial reasons (art. 229(2)); the CFC carve-out names staff, equipment, assets and premises (art. 405(4)). Premises start with registered office in Romania.
A foreign administrator and VAT
A non-member or foreign administrator is allowed (art. 197(1) Law 31/1990). For VAT, a foreign administrator without Romanian tax residence plus capital under 45,000 lei is a risk criterion (Annex 6 pt. 5.1 of the VAT norms).
Dividends after a loss year
After a carried-forward loss, dividends from current profit come only after legal reserves and covering the loss (art. 691(1)); with net assets below half of subscribed capital, only after restoring them to the legal minimum, and no shareholder-loan repayment (art. 691(2), 67(24) Law 31/1990, inserted by Law 239/2025); at least 5% of profit to the legal reserve (art. 183(1)).
Holding costs and borrowing costs
Costs of non-taxable income are not deductible (art. 25(4)(e)); the 1% cap on intra-group service costs (former art. 251) ends from the first quarter of 2026. Excess borrowing costs are deductible in full up to EUR 1,000,000 (EUR 500,000 for non-capex borrowing from affiliated persons) and above that up to 30% of the base (art. 402).
The activity code
The market quotes 6420, the NACE Rev. 2 class 64.20 "Activities of holding companies" (Regulation (EC) 1893/2006). NACE Rev. 2.1 splits it into 64.21, holding companies, and 64.22, financing conduits. We check the current CAEN code at filing.
Want substance and the Law 239/2025 limits built into the file?
Tell us where the parent sits and what the holding will own; we map the conditions before filing.
Why work with us
Cristina Vasilescu, our group structuring and tax lead, has spent ten years on Romanian holding files. From our practice: a holding file first raises linked companies under the micro ceiling, the start of the one-year clock and the payment account. We coordinate notary, translator, Romanian lawyer and bank.
Frequently asked questions about a Romanian holding
Isn't the 1% micro regime always cheaper for a holding?
Not as a rule. The EUR 100,000 revenue ceiling adds linked enterprises and a Romanian holder's own revenue (art. 47(11) Fiscal Code). Both dividend exemptions need a payer on profit tax or a tax that substitutes it (art. 43(4), 229(1)(c)), and no text read settles whether the micro tax counts. The choice is made with your tax adviser.
Will ANAF treat a Romanian holding without staff or premises as a shell?
The Fiscal Code disregards arrangements that are not genuine, having regard to all relevant facts and circumstances (art. 404(1)), and denies the exemption on dividends paid abroad without valid commercial reasons reflecting economic reality (art. 229(2)). The CFC carve-out names staff, equipment, assets and premises (art. 405(4)). Substance is a matter of fact, not of filing.
Does the holding need a Romanian-resident director?
Not under company law: the administrator may be a member or a non-member (art. 197(1) Law 31/1990). If the holding registers for VAT, a foreign administrator without Romanian tax residence and capital under 45,000 lei is a risk criterion (Annex 6 pt. 5.1). A Romanian company is tax resident by incorporation (art. 7 pt. 37). We do not supply administrators.
Can a foreign company be the sole shareholder of a Romanian holding SRL?
Yes. An SRL may have a single member, and that member may be a legal person, a foreign company included (art. 15 Law 31/1990). The members sign the constitutive act under private signature (art. 5(6)). From abroad, the parent acts through an authentic power of attorney or a lawyer's mandate for the ONRC filing (art. 79(1) Law 265/2022).
Can the group take dividends or repay shareholder loans if a subsidiary has losses?
Only within the Law 239/2025 limits. After a carried-forward loss, current profit pays dividends only once legal reserves are set and the loss covered (art. 691(1) Law 31/1990). With net assets below half of capital, they wait until net assets are restored, and shareholder or affiliate loans cannot be repaid (art. 691(2), 67(24)).
What tax applies when the holding pays dividends to its foreign parent?
16% is withheld (art. 224(4)(b) Fiscal Code) on dividends distributed from 1 January 2026 (Law 141/2025). An EU or EEA parent meeting the Code's form, residence and tax conditions and holding 10% for an uninterrupted year ending on payment is exempt, payer on profit tax (art. 229(1)(c), (c1)). Otherwise, a treaty rate applies on the residence certificate (art. 230(2)).
Are dividends from my Romanian subsidiary taxed when they reach the holding?
Not in the holding's profit tax: dividends from a Romanian company are non-taxable (art. 23(a) Fiscal Code). The subsidiary withholds 16% dividend tax (art. 43(2)) unless the holding has held at least 10% without interruption for the year up to the payment date and both companies pay profit tax (art. 43(4)).
Are dividends from the holding's EU and non-EU subsidiaries taxed in Romania?
From an EU subsidiary held at least 10% for a year they are non-taxable, if the holding pays profit tax and the subsidiary could not deduct them (art. 24(1)(a), 24(4)). From a non-EU treaty-state subsidiary paying a profit tax, the same test applies over an uninterrupted year (art. 23(b)). A year-one dividend is taxed, then recalculated (art. 24(2)).
Is the gain on selling a subsidiary taxed?
Not where the holding has held at least 10% of a Romanian company, or of a company in a state with a Romanian tax treaty, for an uninterrupted year (art. 23(i) Fiscal Code). Liquidation proceeds from such a subsidiary are non-taxable on the same test (art. 23(j)). Costs tied to that non-taxable income are not deductible (art. 25(4)(e)).
Can a subsidiary pay interest or royalties to an EU group company without withholding tax?
Yes, to an associated company in another EU state: a direct holding of at least 25% (art. 258(b) Fiscal Code) kept for an uninterrupted 2 years (art. 255(10)), the recipient the beneficial owner, and the attestation presented at payment, valid one year from issue (art. 255(11), (12)). Otherwise 16% is withheld (art. 224(4)(d)).
What is the minimum capital of a Romanian holding SRL?
500 lei for a newly formed SRL (art. VI(2) Law 239/2025), of which 30% is paid within 3 months of registration (art. 91(2) Law 31/1990). An SRL whose net turnover in the previous year exceeded 400,000 lei must hold 5,000 lei (art. VI(1) Law 239/2025). Capital above the minimum is the founders' choice.
Which activity code does a Romanian holding company use?
The 6420 the market quotes is the NACE Rev. 2 class 64.20, Activities of holding companies (Regulation (EC) 1893/2006). NACE Rev. 2.1 numbers the holding class 64.21 and adds 64.22 for financing conduits (Regulation (EU) 2023/137). National classifications such as CAEN keep the NACE headings (art. 4(2) Regulation 1893/2006); we check the current CAEN code at filing.
Does the holding need a bank account in Romania?
Yes. Since 1 January 2026 every company must hold a payment account in Romania, and a new one opens it within 60 working days of formation (Law 70/2015, as amended). The fine is 3,000 to 10,000 lei, and without it the company can be declared inactive, then dissolved if not reactivated within one year (art. VII(2) Law 239/2025).
How much does it cost to establish a company in Romania?
On the state side: capital of at least 500 lei for a new SRL (art. VI(2) Law 239/2025), paid into the company, not spent, and publication in Monitorul Oficial Part IV at 152 lei per manuscript page, VAT included (2026 tariffs). Notary, apostille and translation costs and any confirmed state charge go into your plan; our fee is on request.
How to open a company in Romania?
Sign the constitutive act, gather the parent's apostilled and translated documents with a power of attorney, make the beneficial-owner declaration, and file at ONRC within 15 days of signing (Law 265/2022). ANAF then assigns the CUI, and the company opens a payment account in Romania within 60 working days. We file under your power of attorney.
Start your holding SRL file
Name, email, the group's country and one line on the structure. We reply Monday to Friday, 09:00 to 18:00 Bucharest time.