Company Incorporation in Romania
Company incorporation in Romania involves creating a separate legal entity through the Romanian Trade Register, administered by the National Trade Register Office (ONRC). The SRL, or limited liability company, is a commonly used structure for privately owned companies and can have Romanian or foreign shareholders.
The incorporation process requires founders to select the appropriate legal structure, reserve a company name, determine the company's activities, arrange a registered office, prepare the constitutional documents and submit the required application to the Trade Register.
For foreign entrepreneurs, the process also involves preparing identification and corporate documents in the required form before filing.
Which Company Structure Can Be Incorporated in Romania?
The SRL is commonly selected for entrepreneurs establishing an operating company in Romania. It provides a separate legal personality and limited-liability framework for its shareholders.
An SRL can have one or more shareholders, including foreign individuals and legal entities, subject to the applicable Romanian requirements.
Other legal forms, such as joint-stock companies, are also available. The appropriate structure depends on the company's ownership, activities, investment plans and governance requirements.
For many privately owned ventures, Romania SRL incorporation provides a suitable framework for establishing a Romanian legal entity.
Key Requirements for Company Incorporation
Before entrepreneurs incorporate a company in Romania, they generally need to determine:
• Proposed company name
• Legal structure
• Registered office
• Shareholders and ownership percentages
• Administrator or administrators
• Main and secondary business activities
• Share capital
• Articles of association
• Beneficial-owner information
• Required declarations
The proposed company name must be checked and reserved through the Trade Register process. Business activities must also be selected according to the applicable CAEN classification. Romania has transitioned to CAEN Rev.3, and the updated classification is relevant to current company-registration procedures.
Documents Required for Company Incorporation
The exact documentation depends on the legal structure and ownership of the proposed company. For a standard SRL, the incorporation file may include:
• Application for registration
• Company-name reservation
• Articles of association
• Registered-office documentation
• Identification documents of shareholders
• Identification documents of administrators
• Beneficial-owner information
• Required declarations
• Share-capital information
• Powers of attorney, where applicable
• Corporate documents of foreign shareholders, where applicable
Foreign shareholders may need additional documentation, including certified or legalized corporate records, identification documents and Romanian translations, depending on the country of origin and type of document.
Where a foreign company participates as a shareholder, documents confirming its legal existence and authority to participate in the Romanian company may also be required.
Share Capital for a Romanian SRL
The share-capital requirement should be checked according to the current Romanian rules applicable when the company is incorporated. Recent legislative changes have modified the minimum capital framework for SRLs, including a statutory minimum of 500 lei for newly established SRLs and additional rules for existing companies exceeding specified turnover levels.
Founders should therefore use the current requirements applicable at the time of incorporation rather than relying on older company-formation information.
The capital structure should also be reflected correctly in the company's constitutional documents and registration application.
How Does Company Incorporation in Romania Work?
The Romania company incorporation process can generally be organized into the following stages:
• Choose the legal structure: Determine whether an SRL or another Romanian company form matches the proposed ownership and activities.
• Select the company name: Check the availability of the proposed name and complete the required reservation procedure.
• Arrange the registered office: Establish a suitable address in Romania for the company's statutory registration.
• Select business activities: Determine the main and secondary activities using the applicable CAEN classification.
• Prepare the Articles of Association: Establish the company's ownership, management and operating framework.
• Prepare shareholder and administrator documents: Collect identification and other documents required for the incorporation application.
• Determine the share capital: Establish the capital according to the applicable Romanian requirements.
• Prepare beneficial-owner information: Provide the information required for the company's registration.
• Submit the incorporation application: File the required documentation with ONRC through the applicable submission process.
• Complete post-incorporation formalities: Address the accounting, tax, banking and other requirements relevant to the company's activities.
ONRC provides online services covering company-name reservation, company registration, document preparation and other Trade Register procedures.
Benefits of Incorporating a Company in Romania
Proper Romania company formation can provide several structural benefits for entrepreneurs and international investors:
• Separate legal identity: The incorporated company operates as a legal entity separate from its shareholders.
• Limited-liability framework: An SRL generally provides limited liability for shareholders, subject to applicable law.
• Foreign ownership: Foreign individuals and companies can participate in Romanian companies under the applicable legal framework.
• European Union presence: Romania provides a corporate base within the European Union.
• Flexible ownership: An SRL can accommodate individual or corporate shareholders.
• Structured commercial operations: A Romanian company can conduct activities according to its registered business objects and applicable requirements.
• Expansion opportunities: A Romanian entity can support companies developing operations in Romania and other European markets.
The practical benefits depend on the company's ownership structure, activities and ongoing compliance.
Company Incorporation in Romania for Foreign Investors
Foreign entrepreneurs and international companies can establish Romanian companies with foreign participation.
A foreign individual may become a shareholder, while an overseas company can also hold shares in a Romanian entity. The documentation requirements depend on whether the shareholder is an individual or a legal entity and on the country where the documents originate.
For Romanian company registration, foreign founders should consider:
• Passport or identification documents
• Proof of residential address where required
• Foreign corporate registration documents
• Documents confirming the authority of a foreign company representative
• Certification, legalization or apostille where applicable
• Romanian translations where required
• Beneficial-owner information
• Registered-office documentation
Preparing these documents before filing can help ensure that the incorporation application is consistent and complete.
What Happens After Incorporation?
The incorporation of company in Romania is followed by continuing corporate responsibilities.
Depending on the company's activities, these may include:
• Accounting and financial record maintenance
• Tax-related registrations and filings
• Corporate bank account arrangements
• Annual financial reporting
• Beneficial-owner declarations
• Updating company information when changes occur
• Sector-specific licences or authorizations where applicable
• Ongoing corporate compliance
The company must maintain accurate corporate information and complete the filings applicable to its legal structure and activities.
Why Choose YKG Global?
YKG Global supports entrepreneurs and international investors with the coordination involved in establishing a company in Romania.
Our support can include:
• Assessment of the appropriate Romanian company structure
• company incorporation Romania coordination
• Company-name reservation assistance
• Incorporation document coordination
• Registered-office assistance
• Foreign shareholder documentation support
• Trade Register filing coordination
• Corporate bank account opening assistance
• Ongoing business compliance coordination
The process is structured around the company's proposed ownership, activities and operational requirements rather than using the same incorporation approach for every founder.
Call us or fill out our contact form to schedule a consultation today.
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