How long does it take to open a company in Romania?

The company formation in Romania process will take 2 working days, since the date the incorporation application is submitted to the Romanian Trade Registry.

What is the main advantage to open a company in Romania?

One of the lowest taxation in EU: 1% turnover tax for the companies whose turnover does not exceed EUR 60,000 and have at least one employee or 3% turnover tax if the companies has a revenue exceeding EUR 60,000 or the companies is engaged in some specific activities.

Can I start a company in Romania as a foreigner?

Foreign citizens and legal persons can quickly and easily incorporate their own company in Romania, without any restrictions. There is no need for a Romanian shareholder and director

Company register starting company in Romania as foreigner

Q: How to register a company in Romania?

In order to register a company in Romania, you need to choose the type of company form you want to incorporate, to prepare the necessary documents and to submit the application to the Romanian Trade Registry. Most common forms of companies in Romania are the Limited Liability Company (LLC), Joint Stock Company (SA) and sole trader (PFA).

One of the key advantages of starting a business in Romania as a foreigner is the favorable business environment | The Romanian government has implemented numerous reforms to simplify the process of company registration, reducing bureaucracy and income tax, and improving transparency | Additionally, the country offers various incentives and tax breaks to attract foreign investment, making it an ideal destination for entrepreneurs looking to establish their presence in Eastern Europe by register a company in Romania

Starting a business in Romania as a foreigner, register company in Romania, company registration in Romania

With its strategic location, skilled workforce, and favorable tax system, Romania is becoming an increasingly attractive destination for businesses looking to expand into Eastern Europe. This guide covers everything you need to know about company registration in Romania, from legal requirements and registration procedures to tips for navigating Romania’s corporate landscape. Whether you’re a foreign investor or a local entrepreneur, this guide will help you register a company in Romania with ease and confidence.

Unleash your entrepreneurial spirit in Romania as a foreigner and embark on a journey to business success. Romania presents an exceptional opportunity for foreign entrepreneurs due to its favorable business environment. The Romanian government has diligently worked towards simplifying the company registration process, reducing bureaucratic hurdles, and fostering transparency. Furthermore, the nation extends a warm welcome to foreign investors by offering attractive incentives and tax exemptions, making it an irresistible choice for aspiring entrepreneurs seeking a foothold in Europe.

Moreover, Romania boasts a highly skilled and educated workforce, with a strong emphasis on technical and scientific education. This provides a competitive advantage for businesses operating in sectors such as IT, engineering, and research and development. Furthermore, the cost of labor in Romania is relatively low compared to other European countries, allowing businesses to maintain a competitive edge while keeping operational costs under control.

Explore 10 valuable insights for foreigners contemplating the idea of register a company in Romania as a limited liability company (LLC/SRL):

If you’re thinking about company registration in Romania, understanding the local business landscape can be incredibly helpful. Here are 10 key insights to guide you through the process of setting up a business in Romania.

1. No need for two shareholders. No need for a Romanian shareholder for starting a business in Romania as a foreigner.

A foreign entity, irrespective if it is a EU entity or not, may act as the a sole shareholder or a Romanian limited liability company (SRL) or, of course, together with another foreign entity or with a Romanian entity.

2. All Romanian companies must be registered with the Romanian Trade Registry Office, directed and managed by the Romanian Ministry of Justice, the date of incorporation being considered the company's date of birth, when its legal existence starts. So, starting a business in Romania as a foreigner will be governed by the Romanian laws and made public

3. No minimum share capital subscription necessary at the incorporation date for starting a business in Romania as a foreigner.

With the newly introduced amendments, it is allowed to subscribe the share capital even after the company incorporation, thus saving us additional trips to the bank. The share capital can be subscribed in one installment or transferred in several successive installments, within a maximum period of 12 months from the date of company establishment.

According to the provisions of the Companies Law no. 31/1990, the limited liability company (SRL) must pay 30% of the value of the subscribed capital not later than 3 months from the date of registration, but before starting operations in the name of the company, and the difference in capital subscribed will be paid: for the cash contribution, within 12 months as of the registration date; for the contribution in kind (immovable or movable assets), within no more than 2 years from the date of registration.

4. Time frame for the company incorporation requested by a foreigner in Romania: 3 business days.

5. Headquarter: it is mandatory a virtual address for headquarter acting as a virtual office. We may provide it upon your request.

In order to decide if you opt for a headquarter at the lawyer's premises or one located in a real estate property, please read more info available in our blog article The headquarter of your company in Romania.

6. No local director is required. Starting a business in Romania as a foreigner does not require the presence of a local director. This means that you have the freedom to establish and manage your business without the need to find a local partner or director. This flexibility allows you to have full control over your company's operations and decision-making processes.

7. No employees are needed for starting a business in Romania as a foreigner.

Not having employees initially when starting a business in Romania as a foreigner allows you to fully immerse yourself in the local business environment. You can dedicate your time and energy to understanding the market dynamics, establishing valuable connections with potential clients and partners, and adapting your business strategy accordingly. This direct involvement in every aspect of your company's operations will not only enhance your understanding of the Romanian market but also enable you to make informed decisions that align with your long-term goals. As your business grows, you can gradually expand your team, ensuring that each new hire is strategically chosen to complement your existing skill set and contribute to the overall success of your company.

8. It is necessary minimum a yearly decision of the sole shareholder / shareholders, for the approval of the financial statements.

Starting a business in Romania as a foreigner requires an annual decision for the approval of the financial statements. This is not just a mere formality, but a crucial step to ensure transparency and compliance with the local regulations. By approving the financial statements on a yearly basis, you demonstrate your commitment to maintaining accurate records and adhering to the financial reporting standards set by the Romanian authorities.

9. Tax regime: 1% / 3% turnover tax on the income, depending on specific conditions or 16% corporate tax rate. VAT: 19% standard rate or 5% and 9% reduced rates for certain goods. Plus certain tax exemptions and incentives, which are subject to certain conditions.

In order to find more about taxation of the LLC in Romania, please read our brief articles, one related to the turnover tax / corporate tax - What taxes your Romanian company pays? Chapter I and the second one related to the dividend tax - What taxes your Romanian company pays? Chapter II.

10. Accounting requirements: quarterly tax compliance, and a yearly tax calculation, declaration and payment.

In conclusion, starting a business in Romania as a foreigner opens up a world of possibilities. The low rate income tax, country's strategic location, favorable business environment, and skilled workforce make it an attractive destination for entrepreneurs looking to expand their operations. With the right planning, research, and determination, success is within reach in the vibrant and dynamic Romanian market.

Navigate the complexities of starting a business in Romania as a foreigner with expert legal guidance and turn your dreams into reality.

You may check other info related to starting a business in Romania as a foreigner to the company registration in Romania process here. Also you may read more about the advantages and disadvantages of setting up a company in Romania in our article 10 facts you need to know about the limited liability company in Romania.

It is advisable to seek professional advice and assistance throughout the process of starting a business in Romania. This could include consulting with a lawyer, accountant, or business advisor who can guide you through the legal and administrative procedures, as well as provide valuable insights into the local market and business culture. With careful planning and the right support, starting a business in Romania can be a rewarding and successful endeavor for foreigners.

Why Register a Company in Romania?

Romania offers many benefits for entrepreneurs considering company registration:

Low Corporate Tax Rates: Romania has a corporate tax rate of just 16%, one of the lowest in the EU.
Skilled Labor Force: With a strong educational system, especially in fields like IT and engineering, Romania provides a highly skilled workforce.
EU Membership: As a member of the European Union, Romania offers companies access to the entire EU market without restrictions.
Business-Friendly Reforms: Over the past few years, Romania has streamlined its business registration processes to reduce bureaucracy.

Types of Companies You Can Register in Romania

Before registering a company, you’ll need to decide on the most suitable legal structure. Common company types in Romania include:

Limited Liability Company (SRL): The most common type, particularly for small and medium-sized businesses, requiring minimal capital and offering limited liability for shareholders.
Joint-Stock Company (SA): Typically chosen by larger companies, requiring a minimum share capital of EUR 25,000 and at least two shareholders.
Branch or Subsidiary: Foreign companies can open branches or subsidiaries. A subsidiary is an independent legal entity, while a branch is not.
Sole Trader (PFA): Ideal for freelancers or small, independent operators, with unlimited liability.

Each of these legal entities has different requirements and implications, so choose the one that best aligns with your business needs.

How to Register a Company in Romania: Step-by-Step Process

Registering a company in Romania involves several key steps. Let’s walk through each stage of the company registration process to help you understand the requirements.

1. Reserve a Unique Company Name

The first step in the company registration process is selecting a unique company name and reserving it with the Romanian Trade Register (ONRC). You can perform an online search on the ONRC website to check if your desired name is available. Once confirmed, submit a name reservation request. The name reservation certificate is valid for three months, allowing you time to complete the registration.

2. Draft the Articles of Association

The Articles of Association is a critical document that outlines essential details about your company, including:

The company’s name and registered office
Business activities
Shareholder information and capital contributions
Management structure and decision-making procedures

Ensure the Articles of Association comply with Romanian corporate law. Working with a legal advisor can help streamline this step.

3. Establish a Registered Office

A registered office is mandatory to register a company in Romania. This is the official address where the company will receive legal documents. Many businesses rent office space or work with local firms offering virtual office services, particularly in major cities like Bucharest, Cluj-Napoca, or Timișoara.

4. Open a Corporate Bank Account and Deposit Share Capital

Opening a corporate bank account is necessary to deposit the initial share capital. This amount varies based on the company type:

SRL: Minimum share capital is only 1 RON (around EUR 0.20).
SA: Minimum share capital is EUR 25,000.

Once deposited, the bank will provide a certificate of deposit, which is required for the company registration application.

5. Submit the Registration Application to the Romanian Trade Register (ONRC)

To complete the company registration in Romania, submit an application to the ONRC along with the following documents:

Articles of Association
Proof of registered office (e.g., rental agreement)
Bank deposit certificate showing the initial capital
Specimen signatures of company representatives
Shareholder identification documents (passports or ID cards)

After submission, the ONRC will review the application and issue a Certificate of Incorporation if all requirements are met. This certificate confirms the legal existence of your company in Romania.

6. Register for Tax and VAT (If Applicable)

Once your company is registered, you must apply for a tax identification number with the Romanian tax authorities. If your annual turnover is expected to exceed RON 300,000 (approximately EUR 65,000), you must also register for VAT. Voluntary VAT registration is possible even if your turnover is below the threshold, which can be beneficial if you have significant business expenses.

7. Register for Social Security and Employment Obligations

If you plan to hire employees, you’ll need to register with the Romanian tax authorities for social security contributions and employment taxes. This registration process ensures compliance with Romanian employment laws and regulations.

8. Obtain Any Necessary Licenses and Permits

Some business activities require specific licenses or permits in Romania. For instance, sectors such as banking, healthcare, construction, and transportation have additional regulatory requirements. Consult with local authorities or a business consultant to ensure you have all the required licenses.

Common Challenges When Registering a Company in Romania

While Romania offers many advantages, there are some common challenges foreign entrepreneurs may face when registering a company:

Bureaucracy: Though Romania has improved its business environment, bureaucratic hurdles remain, especially around registration and permits.
Language Barriers: Although many professionals speak English, Romanian is the primary language for official documents and interactions with local authorities.
Complex Regulatory Requirements: Certain industries, like healthcare, finance, and transportation, have additional legal requirements, which can add complexity to the registration process.

Key Tips for Successfully Registering a Company in Romania

Here are some tips to help you successfully navigate the company registration process in Romania:

Seek Local Expertise: Working with a local lawyer or business consultant can simplify the process and help you comply with Romanian laws.
Choose the Right Legal Structure: Select a company structure that aligns with your business goals and growth plans. The SRL is a popular choice for small businesses, while larger companies often opt for an SA.
Prepare for Administrative Processes: Allow time to complete each step, as processing times may vary, particularly if additional permits are required.
Take Advantage of Tax Incentives: Romania offers tax breaks for micro-enterprises, research and development activities, and companies in certain industries.

Conclusion on company registration in Romania

Registering a company in Romania can be a highly rewarding venture, opening up opportunities in one of Europe’s growing economies. By understanding the registration process, legal requirements, and potential challenges, you can set up your business with confidence. With low tax rates, a skilled workforce, and access to the European market, Romania provides a competitive edge for companies looking to establish a presence in Eastern Europe.

If you’re ready to start your company registration in Romania, following this guide will help ensure a smooth and successful experience. Whether you’re launching a local startup or a subsidiary of an international firm, Romania’s business-friendly environment is ready to support your growth.

Feel free to reach out to us at tudor@roadvocacy.ro or give us a call at +40 723 77 37 59. Alternatively, you can also use the contact form on our website at www.roadvocacy.ro. We're here to assist you in any way we can!

Why should I choose company registration in Romania ?

Explore 10 valuable insights for foreigners contemplating the idea of register a company in Romania as a limited liability company (LLC/SRL):

If you’re thinking about company registration in Romania, understanding the local business landscape can be incredibly helpful. Here are 10 key insights to guide you through the process of setting up a business in Romania.

1. No need for two shareholders. No need for a Romanian shareholder for starting a business in Romania as a foreigner.

A foreign entity, irrespective if it is a EU entity or not, may act as the a sole shareholder or a Romanian limited liability company (SRL) or, of course, together with another foreign entity or with a Romanian entity.

3. No minimum share capital subscription necessary at the incorporation date for starting a business in Romania as a foreigner.

4. Time frame for the company incorporation requested by a foreigner in Romania: 3 business days.

In order to decide if you opt for a headquarter at the lawyer's premises or one located in a real estate property, please read more info available in our blog article The headquarter of your company in Romania.

7. No employees are needed for starting a business in Romania as a foreigner.

8. It is necessary minimum a yearly decision of the sole shareholder / shareholders, for the approval of the financial statements.

Navigate the complexities of starting a business in Romania as a foreigner with expert legal guidance and turn your dreams into reality.

Why Register a Company in Romania?

Romania offers many benefits for entrepreneurs considering company registration:

Low Corporate Tax Rates: Romania has a corporate tax rate of just 16%, one of the lowest in the EU.

Skilled Labor Force: With a strong educational system, especially in fields like IT and engineering, Romania provides a highly skilled workforce.

EU Membership: As a member of the European Union, Romania offers companies access to the entire EU market without restrictions.

Business-Friendly Reforms: Over the past few years, Romania has streamlined its business registration processes to reduce bureaucracy.

Types of Companies You Can Register in Romania

Before registering a company, you’ll need to decide on the most suitable legal structure. Common company types in Romania include:

Limited Liability Company (SRL): The most common type, particularly for small and medium-sized businesses, requiring minimal capital and offering limited liability for shareholders.

Joint-Stock Company (SA): Typically chosen by larger companies, requiring a minimum share capital of EUR 25,000 and at least two shareholders.

Branch or Subsidiary: Foreign companies can open branches or subsidiaries. A subsidiary is an independent legal entity, while a branch is not.

Sole Trader (PFA): Ideal for freelancers or small, independent operators, with unlimited liability.

Each of these legal entities has different requirements and implications, so choose the one that best aligns with your business needs.

How to Register a Company in Romania: Step-by-Step Process

Registering a company in Romania involves several key steps. Let’s walk through each stage of the company registration process to help you understand the requirements.

1. Reserve a Unique Company Name

2. Draft the Articles of Association

The Articles of Association is a critical document that outlines essential details about your company, including:

The company’s name and registered office

Business activities

Shareholder information and capital contributions

Management structure and decision-making procedures

Ensure the Articles of Association comply with Romanian corporate law. Working with a legal advisor can help streamline this step.

3. Establish a Registered Office

4. Open a Corporate Bank Account and Deposit Share Capital

Opening a corporate bank account is necessary to deposit the initial share capital. This amount varies based on the company type:

SRL: Minimum share capital is only 1 RON (around EUR 0.20).

SA: Minimum share capital is EUR 25,000.

Once deposited, the bank will provide a certificate of deposit, which is required for the company registration application.

5. Submit the Registration Application to the Romanian Trade Register (ONRC)

To complete the company registration in Romania, submit an application to the ONRC along with the following documents:

Articles of Association

Proof of registered office (e.g., rental agreement)

Bank deposit certificate showing the initial capital

Specimen signatures of company representatives

Shareholder identification documents (passports or ID cards)

After submission, the ONRC will review the application and issue a Certificate of Incorporation if all requirements are met. This certificate confirms the legal existence of your company in Romania.

6. Register for Tax and VAT (If Applicable)

7. Register for Social Security and Employment Obligations

If you plan to hire employees, you’ll need to register with the Romanian tax authorities for social security contributions and employment taxes. This registration process ensures compliance with Romanian employment laws and regulations.

8. Obtain Any Necessary Licenses and Permits

Common Challenges When Registering a Company in Romania

While Romania offers many advantages, there are some common challenges foreign entrepreneurs may face when registering a company:

Bureaucracy: Though Romania has improved its business environment, bureaucratic hurdles remain, especially around registration and permits.

Language Barriers: Although many professionals speak English, Romanian is the primary language for official documents and interactions with local authorities.

Complex Regulatory Requirements: Certain industries, like healthcare, finance, and transportation, have additional legal requirements, which can add complexity to the registration process.

Key Tips for Successfully Registering a Company in Romania

Here are some tips to help you successfully navigate the company registration process in Romania:

Seek Local Expertise: Working with a local lawyer or business consultant can simplify the process and help you comply with Romanian laws.

Choose the Right Legal Structure: Select a company structure that aligns with your business goals and growth plans. The SRL is a popular choice for small businesses, while larger companies often opt for an SA.

Prepare for Administrative Processes: Allow time to complete each step, as processing times may vary, particularly if additional permits are required.

Take Advantage of Tax Incentives: Romania offers tax breaks for micro-enterprises, research and development activities, and companies in certain industries.

Conclusion on company registration in Romania

If you’re ready to start your company registration in Romania, following this guide will help ensure a smooth and successful experience. Whether you’re launching a local startup or a subsidiary of an international firm, Romania’s business-friendly environment is ready to support your growth.