How to Open and Register a Branch in Romania: Step-by-Step Legal Guide
Opening a branch in Romania can be a strategic way for foreign companies to expand into the EU market. Whether you’re looking to register a branch in Romania, establish a Romanian business branch, or explore the costs and legal requirements of setting up a branch in Romania, this 2025 guide walks you through every essential step.
Foreign entrepreneurs often choose Romania for its EU market access and growing economy. A branch office (sucursală) lets your company expand without creating a separate legal entity. In Romania, a branch is simply an extension of the parent company – it has no separate legal personality or assets. This means there is no minimum share capital required for a branch, and the parent remains fully liable for the branch’s activities. In practice, registering a branch tends to be faster and simpler than forming a subsidiary – the basic registration can often be completed in about 3 business days. With your branch tied to the parent’s existing structure, it can start operations quickly under the parent company’s name.
Why Start a Branch in Romania?
Strategic Business Location in the EU
Establishing a branch in Romania gives your company access to the European Union's 450+ million consumers. Opening a branch in Bucharest or cities like Cluj-Napoca connects your business to thriving tech and industrial ecosystems.
Tax Benefits and Market Access
Romania offers:
A flat 16% corporate income tax
5% dividend tax
Double taxation treaties with 90+ countries
If you’re exploring how to open a branch in Romania, these fiscal advantages are hard to ignore.
Ideal for Expanding Foreign Companies
Whether you’re a US business, EU company, or a startup from outside the EU, starting a business branch in Romania as a foreigner is cost-effective and streamlined.
Key Legal Concepts: What Is a Branch in Romania?
Definition of a Romanian Branch Office
A Romanian business branch is an extension of your foreign parent company, allowing you to operate legally without creating a new legal entity.
Key Differences Between a Branch and a Subsidiary in Romania:
Legal Status: A branch in Romania is not a separate company. Under Law No. 105/1992, it is governed by the law of the parent’s home country
All assets and contracts of the branch legally belong to the parent company. In contrast, a Romanian subsidiary (e.g. an SRL or SA) is an independent Romanian legal entity created under Law 31/1990
A subsidiary has its own balance sheet and shareholders (often fully owned by the foreign parent), and its liabilities do not directly affect the parent.
Liability and Control: Because a branch is an extension of the parent, the parent company bears unlimited liability for the branch’s obligations. For example, debts or legal claims against the Romanian branch flow back to the foreign parent. By contrast, a subsidiary limits the foreign investor’s liability to the capital invested, keeping Romanian risks separate.
On the other hand, a branch is fully dependent on the parent (it cannot act beyond the parent’s scope), and must have a local legal representative. A subsidiary enjoys independent management and can hire local management or staff on its own. Pros and Cons: Branches offer speed and simplicity: no local capital injection, only registration formalities.
Many consulting or financial firms use branches since they operate within the parent’s expertise and accept the liability tradeoff. However, branches lack autonomy and expose the parent to Romanian market risks. Subsidiaries require more paperwork and minimum capital (e.g. RON 1 for an SRL or EUR 25,000 for an SA), but they isolate liabilities and can own assets outright. In general, for trading or manufacturing, investors often prefer subsidiaries to “keep liabilities in Romania”.
Branch: Not autonomous, linked to the parent company
Subsidiary: Legally independent, Romanian entity
If you're deciding between a Romania branch vs subsidiary, the branch is faster to set up but less autonomous.
Advantages of a Branch over Incorporation
No need to inject share capital
Lower setup and administrative costs
Easier repatriation of profits
Step-by-Step Guide to Establish a Branch in Romania
Step 1 – Reserve the Branch Name. Start by checking name availability with the Romanian Trade Registry. This is the first action when you register a branch in Romania.
Step 2 – Prepare the Required Documentation
Parent Company’s Legal Documents: Certificate of incorporation, Articles of association, Director’s resolution to open a branch
Proof of Business Address in Romania: Rental contract or property deed, Utility bill for confirmation
Appointing a Branch Representative, You'll need to designate a legal representative who will handle Romanian operations.
Step 3 – Register the Branch with the Romanian Trade Registry.This is the core step in incorporating a branch in Romania. Registration usually takes 5–10 business days.
Step 4 – Obtain Tax Identification Number (CIF). This tax ID enables your Romanian branch to invoice and pay taxes.
Step 5 – Open a Bank Account and Start Operations. Once registered, you can: Hire employeesm, Sign contracts, Issue invoices
Legal Requirements to Incorporate a Branch in Romania
Setting up a branch requires registering with the Romanian Trade Register. The parent company must file specific documents and follow a streamlined process.
Documentation and Translation Requirements. Documents must be: Translated into Romanian and Notarized and certified by authorized translators
Notarization and Apostille Rules. Foreign company documents must be apostilled (for Hague Convention countries) or legalized.
Registration Fees and Deadlines. Costs of setting up a branch in Romania vary: Gov. fees: €100–€250, Legal fees: €500–€2,000. Timeline: 7–15 working days
Compliance After the Establishment of a Branch in Romania
Annual Financial Reporting Obligations. Every registered branch in Romania must file annual reports and maintain Romanian accounting records.
Romanian Taxation for Foreign Branches: 16% corporate tax, VAT: 19%, Payroll taxes for employees. Learn more in our guide on taxation for branches in Romania.
Labor and Employment Compliance. Branches must register employment contracts, adhere to Romanian labor law, and ensure payroll compliance.
FAQs About Establishing a Branch in Romania
How long does it take to register a branch in Romania?
Typically 5 to 10 business days if documents are complete.
Can a branch hire local employees?
Yes. A branch in Romania can directly employ Romanian and foreign nationals.
What taxes apply to a Romanian branch?
Corporate tax, VAT, payroll tax, and local taxes, depending on location.
Is a physical office mandatory in Romania?
Yes, you must have a real address to set up a branch in Romania.
Why Work With Romanian Advocacy Business Lawyers to Register Your Branch in Romania?
Streamline Paperwork and Communication: Legal support ensures faster registration and less administrative burden.
Avoid Legal Pitfalls in the Registration Process: Legal support ensures faster registration and less administrative burden.
Final Thoughts: Should You Start a Branch in Romania in 2025?
When a Branch Is the Right Choice for Expansion? Legal support ensures faster registration and less administrative burden.
Alternative: Setting Up a Romanian Subsidiary. Consider this if you need full local autonomy or are entering regulated sectors like finance.
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