Company Registration in Bucharest (Municipality) – Capital of Romania

Company registration in Bucharest provides a route for entrepreneurs, foreign investors and international companies seeking to establish a Romanian legal entity in the country's capital.

Bucharest is Romania's largest commercial centre, but company incorporation is governed by national Romanian company law and the Trade Register framework. The National Trade Register Office (ONRC) and its relevant territorial office handle registration matters according to the company's registered office. Romanian law provides a national commercial register for companies and other legal entities with their principal office in Romania.

For many investors, the SRL, Romania's limited liability company, is a practical structure for establishing a local operating company.

Why Bucharest Matters for Company Setup

Bucharest can be relevant for companies looking to establish operations in Romania because the city functions as the country's principal administrative and commercial centre.

A company registered in Bucharest may be used for:

• Local trading and commercial operations

• Technology and IT activities

• Professional and consulting services

• Distribution and logistics

• Manufacturing-related operations

• Regional service activities

• Romanian subsidiaries of foreign companies

• EU market expansion

The company's registered office determines the territorial Trade Register jurisdiction, while its actual business activities may extend beyond Bucharest where permitted.

Which Company Structure Can You Register?

Romanian law recognises several corporate forms. The appropriate structure depends on the ownership, activity and intended operating model.

Common structures include:

• SRL - limited liability company

• SA - joint-stock company

• Partnerships and other forms provided under Romanian law

For many small and medium-sized operations, an SRL is relevant because it provides separate legal personality and limited liability at company level.

An SRL can be established by one or more persons, making it possible to create a wholly owned Romanian company where the applicable requirements are satisfied.

Current SRL Capital Requirement in Romania

The minimum share capital rules changed at the end of 2025.

For an SRL incorporated from 18 December 2025, the minimum share capital is RON 500. For an existing SRL whose net turnover exceeds RON 400,000, the statutory minimum capital is RON 5,000, subject to the transition and adjustment rules introduced by Law No. 239/2025.

Therefore, current incorporation guidance should not rely on the older RON 1 minimum that appeared in earlier Romanian company-formation information.

What Needs to Be Decided Before Incorporation?

Before beginning Bucharest company registration, the proposed company should have its basic structure defined.

Important decisions include:

• Company name

• Legal form

• Registered office in Bucharest

• Shareholders

• Shareholding percentages

• Share capital

• Directors

• Company activities

• Relevant CAEN activity codes

• Representation rules

• Beneficial ownership

The proposed activities should be reviewed carefully because certain sectors can require additional authorisations, licences or professional qualifications.

How Does Company Registration in Bucharest Work?

A typical company formation in Bucharest process can be organised into several stages:

1. Choose the legal structure

For many conventional commercial activities, investors consider an SRL, although other structures may be appropriate depending on the circumstances.

2. Select the company name

The proposed name must comply with Romanian registration requirements and be distinguishable according to the applicable rules.

3. Determine the registered office

The company needs a registered office in Romania. For a Bucharest incorporation, the registered office is located within the municipality and determines the relevant territorial registration jurisdiction.

4. Prepare the constitutional documents

The articles of association establish the company's ownership, capital, management and other required corporate provisions.

5. Identify the directors and shareholders

The registration file must contain the required information concerning the company's management and ownership.

6. Determine the business activities

The company should identify the applicable CAEN activity codes and establish which activity will be the principal activity.

7. Prepare the registration application

The required forms, declarations and supporting documents are submitted through the applicable Trade Register procedure.

8. Complete post-registration formalities

After registration, the company must address tax, accounting, beneficial ownership and other applicable compliance requirements.

The Trade Register framework covers companies whose principal offices are located in Romania, with registration records maintained through the national system and territorial offices.

What Documents Are Required?

The documentation for Bucharest SRL registration depends on the company's ownership and structure.

The incorporation file may include:

• Company name information

• Articles of association

• Registered-office documentation

• Identification documents for shareholders

• Identification documents for directors

• Shareholding information

• Declaration concerning the company's activities

• Beneficial ownership information

• Corporate documents for foreign shareholders

• Required declarations and registration forms

Where a shareholder is a foreign company, additional documents may be required to establish its legal existence and authority to participate in the Romanian company.

Foreign documents may also require legalisation, apostille, certified translation or other formalities depending on their origin and the applicable Romanian requirements.

Can Foreign Investors Register a Company in Bucharest?

Yes. Foreign individuals and companies can participate in Romanian companies, subject to the applicable Romanian legal and sector-specific requirements.

A foreign investor may establish a Romanian company for:

• A local subsidiary

• A wholly owned Romanian company

• A regional operating entity

• A sales or distribution structure

• A Romanian service company

• Expansion into the EU market

Foreign shareholders should review their identification and corporate documentation before filing because documents originating outside Romania may require additional formalities.

What Happens After Romania Company Registration?

Romania company registration is only the incorporation stage. The company must then establish its operational and compliance framework.

Depending on the activity, this can include:

• Tax registration and tax-account arrangements

• Accounting records

• Corporate bank-account arrangements

• VAT assessment and registration where applicable

• Employee-related registrations where personnel are engaged

• Beneficial ownership compliance

• Annual financial reporting

• Updates to Trade Register information

• Sector-specific licences or authorisations

The exact post-registration obligations depend on the company's activities, turnover, employees, transactions and tax position.

Beneficial Ownership Requirements

Beneficial ownership is an important part of the Romanian corporate-registration framework.

The company must identify the individuals who ultimately own or control it and provide the required information under Romanian law.

This becomes particularly important where a Bucharest company has:

• A foreign corporate shareholder

• Several levels of ownership

• A holding-company structure

• Multiple shareholders

• Indirect control arrangements

The ownership structure should therefore be documented clearly before incorporation.

Tax and VAT Considerations

A company established in Bucharest should assess its Romanian tax obligations according to its activities and financial structure.

Areas that may require review include:

• Corporate taxation

• Microenterprise taxation where eligibility conditions are met

• VAT

• Payroll and employment-related taxes where applicable

• Withholding tax

• Cross-border transactions

• Transfer pricing

• EU transactions

Tax treatment can change according to turnover, activity, ownership and other statutory conditions. Incorporation should therefore be followed by a separate assessment of the company's tax position.

Why Choose YKG Global?

YKG Global supports entrepreneurs, foreign investors and international companies planning company setup in Bucharest.

Our assistance can include:

• Assessing the appropriate Romanian company structure

• Supporting company-name and incorporation formalities

• Assistance with incorporation documentation

• Supporting foreign shareholders

• Coordinating Trade Register requirements

• Supporting beneficial ownership documentation

• Assisting with tax-registration formalities

• Supporting corporate banking requirements

• Guidance on post-incorporation compliance

• Assistance with international expansion into Romania

The objective is to coordinate the incorporation process while keeping ownership, documentation, registration and post-registration requirements aligned.

Call us or fill out our contact form to schedule a consultation today.

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