How to Set Up a Business in Romania

Romania offers several ways to establish a commercial presence, but for many entrepreneurs the most practical route is to create a Romanian limited liability company, commonly known as an SRL. The process is handled through the National Trade Register Office, or ONRC, and involves selecting the business structure, reserving a company name, establishing a registered office, preparing the constitutive documents and submitting the registration application.

Foreign entrepreneurs can also establish businesses in Romania. However, the paperwork can become more involved when shareholders or directors are based outside Romania because identification documents, corporate documents and foreign-issued paperwork may require additional formalities.

The important point is that business setup should not begin with filing forms. The structure, activities, ownership arrangement and registered office should be decided first. These choices affect the registration documents and the company's subsequent tax and accounting obligations.

Romanian company registration can be submitted through electronic channels where the applicable requirements are met. Romanian legislation provides for electronic registration procedures and electronic submission of documents, including applications concerning legal entities.

For an entrepreneur planning to enter the Romanian or wider European market, the setup process can therefore be approached in a clear sequence.

Key Steps at a Glance

• Choose the appropriate business structure
• Decide the ownership and management structure
• Select and reserve the company name
• Establish a Romanian registered office
• Define the company's main and secondary activities
• Prepare the constitutive documents
• Complete the ONRC registration application
• Submit supporting documents
• Obtain the company's registration details
• Set up accounting, banking and ongoing compliance arrangements

Choose the Right Business Structure

The first decision is the legal form of the business.

For many small and medium-sized commercial ventures, an SRL is the structure considered because it provides a separate legal entity and limited liability for its shareholders.

Other structures may be appropriate depending on the business model, ownership and investment plans. A foreign company may also consider establishing a branch or another form of presence instead of creating a new Romanian subsidiary.

The choice should be based on:

• Number and type of owners
• Planned business activities
• Investment structure
• Liability considerations
• Whether the business is a new Romanian operation or an extension of an overseas company
• Future expansion plans

For a foreign group entering Romania, comparing a Romanian subsidiary with a branch before registration can prevent unnecessary restructuring later.

Check and Reserve the Company Name

Once the structure has been selected, the proposed company name should be checked for availability and reserved according to the applicable ONRC procedure.

The name should be distinctive and comply with Romanian registration requirements. Entrepreneurs should prepare alternative names rather than relying on only one option.

This stage is important because the reserved name is incorporated into the company's registration documents and filing.

Establish a Registered Office

A Romanian company needs a registered office address.

The address is used for official correspondence and corporate records. The documentation supporting the right to use the premises should therefore be prepared before filing.

The registered office should not be treated as a simple administrative detail. Entrepreneurs should consider whether the address is suitable for the company's intended activities and whether additional authorisations could be relevant to the business.

If the founder is based outside Romania, obtaining an appropriate local registered office can be one of the practical issues that needs to be arranged before incorporation.

Define the Business Activities

The company's activities must be clearly identified in the constitutive documents.

Romanian registration rules require the company documentation to specify the business domain, main activity and, where applicable, secondary activities.

This is particularly important for businesses operating in regulated or specialised sectors.

For example, a technology company, consulting business, trading company and manufacturing operation may have very different activity classifications and authorisation requirements.

Choosing activities simply because they sound similar can create problems later. The intended commercial activities should be mapped to the appropriate Romanian classification before the registration application is submitted.

Prepare the Incorporation Documents

The exact documentation depends on the legal structure, shareholders and circumstances of the applicants.

A typical Romanian company formation file may include:

• Company name reservation documentation
• Constitutive act
• Identification documents of shareholders
• Identification documents of directors or administrators
• Registered office documentation
• Information concerning ownership and management
• Required declarations
• Registration application
• Evidence of any approvals or authorisations required before registration, where applicable

Romanian legislation provides that where a specific authorisation or approval is legally required before registration, evidence of that approval may need to accompany the registration application.

Foreign shareholders should pay particular attention to document formalities. Depending on the country where a document was issued, apostille or legalisation and Romanian translation requirements may apply.

Submit the Registration Application to ONRC

After the documents are prepared, the incorporation application can be submitted to the competent Trade Register Office.

ONRC provides electronic services for company registration and related filings. Romanian law also provides a framework for electronic registration and electronic documents.

The sequence generally involves:

• Preparing the incorporation file
• Submitting the registration application
• ONRC reviewing the application and supporting documents
• Addressing any request for correction or additional information, if applicable
• Receiving the company's registration documentation

The application should be reviewed carefully before submission. A discrepancy between the shareholder information, registered office documents, identification documents and constitutive act can result in delays or a request for correction.

Complete the Post-Registration Setup

Company incorporation is only the beginning of the Romanian business setup process.

After registration, the company may need to organise:

• Corporate bank account arrangements
• Accounting records
• Tax registrations applicable to its activities
• Invoicing procedures
• Digital access to relevant government systems
• Accounting and financial reporting
• Sector-specific licences or authorisations
• Beneficial ownership and corporate record requirements

The exact tax treatment depends on the company's circumstances and the Romanian tax rules applicable at the relevant time. Romania has different taxation regimes, including rules concerning microenterprise income taxation and corporate income taxation, and eligibility conditions can change. ANAF published further 2026 legislative updates affecting corporate and microenterprise taxation, so the applicable regime should be checked based on the company's actual activities, ownership and financial position rather than assumed at incorporation.

Setting Up a Business in Romania as a Foreigner

Foreign entrepreneurs do not necessarily need to become Romanian residents simply to own a Romanian company. However, ownership, management, immigration and tax residency are separate questions and should not be treated as the same issue.

A foreign founder should consider:

• Whether the company will be wholly or partly foreign-owned
• Where the directors will live and manage the business
• Whether the founder needs a Romanian visa or residence permission for operational activities
• Whether foreign corporate shareholders are involved
• How overseas documents will be authenticated
• How Romanian and foreign tax obligations interact
• Whether the business requires sector-specific approval

For a foreign corporate shareholder, additional documents relating to the parent company may be required. Romanian law specifically addresses registration requirements for branches and foreign legal entities, including information concerning the foreign company and its representatives.

Common Mistakes to Avoid

Several problems can make a straightforward incorporation more complicated.

• Choosing business activities without checking their classification
• Using incomplete or outdated foreign corporate documents
• Failing to arrange suitable registered-office documentation
• Assuming every business follows the same tax regime
• Treating company registration and immigration as one process
• Opening a bank account without preparing a clear explanation of the company's business model
• Starting regulated activities before checking licensing requirements
• Ignoring ongoing accounting and annual filing responsibilities

A well-prepared incorporation file is usually easier to manage than trying to correct structural decisions after the company has already been registered.

Why Choose YKG Global

Setting up a Romanian company involves more than completing an incorporation application. The initial ownership structure, business activities, documentation and registered office can influence the company's later administration.

YKG Global can assist entrepreneurs and international businesses with the practical planning involved in Romanian company formation, including:

• Company registration planning
• Romanian business structure guidance
• Foreign shareholder documentation coordination
• Registered office assistance
• Incorporation documentation support
• Post-registration business setup coordination
• International expansion planning

The objective is to help founders approach the Romanian setup process with the right structure and documentation from the beginning, while keeping the process aligned with their wider business plans.

The process of setting up a business in Romania becomes much easier when it is approached in the correct order. Start by selecting the right legal structure, establish the ownership and management arrangements, reserve the company name, arrange the registered office, define the correct business activities and prepare the incorporation documents.

The application can then be submitted to ONRC through the applicable registration channel. After incorporation, the business still needs appropriate accounting, banking, tax and operational arrangements.

For foreign entrepreneurs, document authentication, Romanian translations, business activities and the relationship between company registration and personal immigration or tax residency deserve particular attention.

A properly planned Romanian company can provide a useful base for serving Romanian customers and developing wider European business operations.

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