How to Incorporate a Business in Romania: Complete Guide 2026

Last verified: April 2026

Disclaimer: This guide is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult a qualified professional for your specific situation. Fees and timelines are estimates and may vary based on the specifics of your engagement.

Key Takeaways

• Favorable Tax System: Romania features a flat 16% corporate income tax rate and a highly attractive 1% revenue tax for micro-enterprises with an annual turnover below €100,000. [1]
• EU Market Access: As a full member of the European Union, a Romanian company provides unrestricted access to the EU's Single Market, a base of over 450 million consumers.
• Low Setup Costs: The most common legal entity, the Limited Liability Company (SRL), has a minimum share capital requirement of just RON 1 (less than €1) and can be fully incorporated remotely.
• Streamlined Registration: The entire company formation process, managed by the National Trade Register Office (ONRC), can be completed in as little as one to two weeks. [2]
• 100% Foreign Ownership: Foreign entrepreneurs can own and manage a Romanian company without requiring local partners or directors, ensuring full control over their business operations.
• New 2026 Regulations: Key updates for 2026 include a mandatory 60-day deadline for opening a corporate bank account and the required use of the new CAEN Rev. 3 activity codes for all new companies. [2]

Introduction: Why Choose Romania for Your Business?

At Incorporator.io, we have observed a significant rise in interest towards Romania, and for good reason. The country has firmly established itself as a premier destination for international entrepreneurs looking to establish a strategic presence within the European Union. Its unique combination of a pro-business government, a competitive tax landscape, and access to a skilled, multilingual workforce makes it a compelling choice for startups, SMEs, and established corporations alike.

Romania's 2007 entry into the EU unlocked the door to the vast European Single Market, creating a stable and predictable legal framework for investors. Beyond this, the government has actively worked to streamline the incorporation process, making it one of the more efficient in the region. For founders and digital nomads, the ability to register a company entirely remotely is a significant advantage, eliminating the need for physical travel and reducing administrative friction. With a robust digital infrastructure and some of the fastest internet speeds in Europe, Romania is particularly well-suited for technology and online service-based businesses. This guide will provide a comprehensive, step-by-step overview of the entire process for 2026, ensuring you have the authoritative information needed to make your Romanian incorporation a success.

Legal Framework & Entity Types

Choosing the correct legal structure is a foundational decision when incorporating in Romania. The country's legal framework, primarily governed by the Companies Law no. 31/1990, offers several options for foreign investors. However, the vast majority of entrepreneurs opt for the Limited Liability Company (SRL) due to its flexibility and low requirements. We at Incorporator.io have assisted in the formation of thousands of SRLs and can attest to its suitability for most business models.

Below is a comparison of the most common legal entities available to foreign investors in Romania.

Comparison of Key Legal Entities

Limited Liability Company (SRL) — Societate cu Răspundere Limitată

The SRL is the most prevalent business structure in Romania, and for good reason. It offers founders the crucial protection of limited liability, meaning your personal assets are shielded from the company's debts. The setup requirements are minimal, with a symbolic share capital and the ability for a single person to be the sole shareholder and director. This makes it the default choice for most international entrepreneurs entering the Romanian market.

Joint Stock Company (SA) — Societate pe Acțiuni

The SA is designed for large-scale operations. Its key feature is the ability to raise capital by issuing shares to the public, which can be traded on the Bucharest Stock Exchange. This structure comes with more stringent regulatory, audit, and governance requirements, including a substantial minimum share capital and a formal Board of Directors. It is the appropriate vehicle for major investments and corporate ventures aiming for a public listing.

Branch — Sucursală

A branch is not a distinct legal entity but rather a direct extension of a foreign parent company. It conducts business in the name of the parent, which remains fully liable for all the branch's activities and obligations in Romania. This option is typically used by established multinational corporations that wish to secure a direct operational presence in the country without creating a new subsidiary. The setup is often more complex than an SRL and requires translating and notarizing the parent company's corporate documents.

Step-by-Step Incorporation Process (2026)

Navigating the Romanian incorporation process is a structured procedure managed by the National Trade Register Office (ONRC). While engaging a professional firm like Incorporator.io is highly recommended to ensure a seamless experience, understanding the steps is crucial for any founder. Based on the latest 2026 regulations, the process can be completed remotely in approximately one to two weeks. [2]

Step 1: Initial Assessment & Strategy Before any paperwork is filed, a strategic assessment is vital. This involves determining the most suitable legal entity (usually an SRL), deciding on the optimal tax structure (micro-enterprise vs. standard corporate tax), and identifying the correct business activity codes. As of January 1, 2026, all new companies must use the CAEN Rev. 3 classification system for their declared activities. [2]

Step 2: Company Name Reservation The proposed company name must be unique. An application with three name options is submitted to the ONRC, which will verify availability and issue a name reservation certificate. This certificate is typically valid for one month, providing a window to complete the remaining steps.

Step 3: Secure a Registered Office (Sediu Social) Every Romanian company is required to have a legal registered address. This can be a physical office lease or a virtual office service. Proof of the right to use the address, along with the landlord's consent, is a mandatory part of the registration file. This address will be used for all official correspondence from authorities like the tax agency (ANAF).

Step 4: Prepare the Articles of Association The Articles of Association (Act Constitutiv) is the company's foundational document. It must be drafted in Romanian and detail the company's name, registered office, shareholders, administrators (directors), share capital, and the specific CAEN Rev. 3 codes for its business activities. This document, along with specimen signature declarations and a UBO (Ultimate Beneficial Owner) declaration, forms the core of the legal file.

Step 5: File with the National Trade Register Office (ONRC) The complete file, including all documents from the previous steps, is submitted to the ONRC. While previously mandatory, providing proof of share capital deposit at the time of filing is no longer required for an SRL. The ONRC reviews the file and, upon approval (typically within 3-5 business days), issues the Certificate of Registration. At this point, the company legally exists.

Step 6: Fiscal Registration with ANAF Concurrent with the ONRC filing, the company is automatically registered with the National Agency for Fiscal Administration (ANAF). This critical step establishes the company's 'fiscal vector'—its tax status (micro-enterprise or standard CIT), VAT registration status, and reporting obligations.

Step 7: Open a Corporate Bank Account A significant change for 2026 is the mandatory requirement to open a Romanian bank account within 60 business days of incorporation. [2] Failure to comply can lead to substantial fines and the risk of the company being declared fiscally inactive. Many Romanian banks now support remote account opening for non-residents, often through a power of attorney and video KYC.

Costs & Fees: What to Expect in 2026

Understanding the costs associated with incorporating and maintaining a Romanian company is essential for budgeting and financial planning. While Romania is known for being a cost-effective jurisdiction, it is important to distinguish between government fees and professional service fees.

At Incorporator.io, we believe in transparency. The total cost will depend on the complexity of your structure and the level of support you require. Below is a breakdown of typical costs.

Estimated Incorporation & Annual Costs

Note: The total first-year investment for a standard SRL, including professional fees and a virtual office, typically ranges from €750 to €2,000. Be wary of providers advertising exceptionally low upfront fees, as these often exclude mandatory services like accounting or a registered address.

Tax Overview: A Competitive European Regime

Romania's tax system is a primary driver for its popularity among international founders. The framework is designed to be competitive and straightforward, particularly for small and medium-sized enterprises. The key is to understand the distinction between the standard corporate tax and the highly advantageous micro-enterprise regime.

Key Tax Rates for 2026

The Micro-Enterprise Tax Regime

This is arguably the most attractive tax incentive in Romania. Instead of paying 16% on your profits, qualifying companies pay just 1% on their total revenue. This can lead to a significantly lower effective tax burden, especially for high-margin businesses. To qualify for this regime in 2026, your company must:

• Have an annual turnover of less than the RON equivalent of €100,000.
• Employ at least one person.
• Not operate in specific restricted fields (e.g., banking, insurance, gambling).

If your company's revenue exceeds the €100,000 threshold during the year, it will automatically become a standard corporate income tax payer from that quarter onwards.

Banking & Financial Infrastructure

Romania's banking sector is modern, robust, and well-integrated with the European financial system. The presence of major international banking groups like Erste Group (BCR), Société Générale (BRD), and Raiffeisen Bank ensures a competitive and sophisticated environment for corporate banking. For foreign entrepreneurs, opening a corporate bank account is a straightforward process, especially when facilitated by a local representative.

As we at Incorporator.io always advise our clients, securing a bank account is a top priority after registration. The new 2026 regulation underscores this by mandating that a payment account must be opened within 60 business days of incorporation. [2] This rule was implemented to ensure all active companies are financially transparent and operational. Most major banks offer multi-currency accounts (EUR, USD, RON), online banking platforms, and dedicated services for SMEs. While some banks may require an in-person visit from the company's director, many now accommodate fully remote account opening through a power of attorney and video verification, a service we can help facilitate.

Compliance & Ongoing Requirements

Incorporating your company is just the beginning. Maintaining good legal and fiscal standing requires diligent ongoing compliance. Failure to meet these obligations can result in fines, penalties, or even the company being declared inactive by ANAF. Key ongoing requirements include:

• Accounting and Bookkeeping: All companies must maintain accurate accounting records in accordance with Romanian standards. This is typically handled by a local, certified accountant.
• Tax Filings: Depending on your company's fiscal vector, you will need to file regular tax returns. Micro-enterprises file revenue tax returns quarterly, while CIT payers file quarterly or annually. VAT returns are typically filed monthly or quarterly.
• Annual Financial Statements: Every company must prepare and file annual financial statements with the tax authorities by a specific deadline each year.
• UBO Declarations: An annual declaration regarding the company's Ultimate Beneficial Owners must be submitted to the Trade Register.
• CAEN Code Reclassification: For companies registered before 2026, there is a mandatory deadline of September 25, 2026, to reclassify all activity codes to the new CAEN Rev. 3 system. [2]

Pros and Cons of Incorporating in Romania

No jurisdiction is perfect for every business. A balanced assessment is crucial. Here is our expert summary of the key advantages and potential challenges of choosing Romania.

Frequently Asked Questions (FAQ)

Q: Can a foreigner be the sole shareholder and director of a Romanian SRL? A: Absolutely. Romania allows for 100% foreign ownership. A single non-resident individual can act as both the sole shareholder and the sole administrator (director) of an SRL without any requirement for a local partner.

Q: Do I need to travel to Romania to open my company? A: No. The entire incorporation process, including company registration, tax setup, and even opening the bank account, can be completed remotely by granting a limited power of attorney to a professional representative in Romania.

Q: What is the difference between a micro-enterprise and a standard company? A: The main difference is taxation. A micro-enterprise (turnover < €100,000) pays a 1% tax on its total revenue. A standard company pays a 16% tax on its profits. The micro-enterprise regime is generally far more advantageous for profitable small businesses.

Q: How quickly can I start invoicing clients with my new Romanian company? A: You can legally start conducting business and issuing invoices as soon as the company's Certificate of Registration is issued by the Trade Register, which typically takes 3-5 business days after filing the complete documentation.

Q: What happens if I don't open a bank account within the 60-day deadline? A: You risk receiving significant fines from the authorities. More importantly, ANAF may declare the company fiscally inactive, which legally prevents it from conducting any commercial activity until the situation is rectified.

Sources

[1] PwC, "Corporate - Taxes on corporate income," https://taxsummaries.pwc.com/romania/corporate/taxes-on-corporate-income [2] Mihai Attorneys, "How to Incorporate a Company in Romania in 2026," https://www.mihaiattorneys.com/news-and-insights/how-to-incorporate-a-company-in-romania-in-2026-the-complete-guide-for-foreign-founders [3] Healy Consultants, "Romania company registration fees and timelines," https://www.healyconsultants.com/romania-company-registration/fees-timelines/ [4] National Trade Register Office (ONRC), https://www.onrc.ro/index.php/en/ [5] Invest Romania, "Why Invest in Romania," https://www.investromania.gov.ro/web/why-invest-in-romania/