SRL Company Romania
A Romanian SRL, or Societate cu Răspundere Limitată, is the country's limited liability company structure. It is a separate legal entity from its shareholders and can be established by Romanian or foreign investors for a wide range of commercial activities.
For investors planning Romania SRL registration, the incorporation process is handled through the National Trade Register Office, known as ONRC. The process involves selecting the company name, establishing the registered office, defining business activities, preparing the articles of association and submitting the required documents.
An SRL can be suitable for entrepreneurs establishing a new Romanian operation, foreign companies creating a subsidiary and investors seeking a local corporate structure.
What Is an SRL Company in Romania?
An SRL is a legal entity with its own rights and obligations. Shareholders hold social shares in the company, while the company itself enters into contracts, conducts commercial activities and assumes its own legal obligations.
Important characteristics include:
• Limited liability structure
• Separate legal personality
• One or more shareholders
• Maximum of 50 shareholders
• One or more administrators
• Share capital divided into social shares
• Registration with ONRC
A Romanian SRL can be owned by individuals or legal entities, including foreign shareholders, subject to the applicable documentation and registration requirements.
Minimum Share Capital for a Romanian SRL
Romania changed the minimum capital rules for SRLs through Law No. 239/2025.
For a newly incorporated SRL, the minimum share capital is currently RON 500. For an existing SRL whose annual net turnover exceeds RON 400,000, the minimum share capital is RON 5,000 under the new statutory framework. Existing companies affected by the increased requirement have a statutory period to adjust their share capital.
The applicable capital requirement should therefore be determined according to whether the company is newly established or already operating.
Who Can Establish an SRL in Romania?
Romanian and foreign persons can participate in the establishment of an SRL. A company can have a single shareholder, while multiple shareholders can also participate within the legal limit.
Foreign investors can establish an SRL directly or use the structure for a Romanian subsidiary of an overseas company.
For a foreign corporate shareholder, documentation generally needs to establish the legal existence and authority of the foreign company. Depending on the country where documents originate, legalisation, apostille and Romanian translations may also be required.
Requirements for SRL Company Formation Romania
The incorporation structure generally involves the following elements:
• Company name
• Romanian registered office
• Shareholder or shareholders
• Administrator or administrators
• Share capital
• Articles of association
• Main and secondary business activities
• Applicable CAEN activity classifications
• Beneficial-owner information
• Identification and corporate documents
The registered office must be supported by appropriate documentation. The company's business activities should be selected according to the actual activities it intends to conduct.
Romania has also moved to CAEN Rev.3, making the correct classification of activities an important part of current company-registration planning.
Documents Required for Romanian SRL Registration
The exact documentation depends on the ownership structure and circumstances of the company. Common documents may include:
• Identification documents of shareholders
• Identification documents of administrators
• Proposed company name information
• Registered-office documentation
• Articles of association
• Shareholder declarations and statutory statements
• Beneficial-owner information
• Foreign company documents, where applicable
• Powers of attorney when a representative acts on behalf of an applicant
Foreign documents may require apostille or legalisation and Romanian-language translation depending on the issuing jurisdiction and applicable rules.
For foreign investors, documentation should be checked before filing because requirements can differ between an individual foreign shareholder and a foreign corporate shareholder.
How to Register an SRL in Romania
The general process for Romanian company registration can be organised into several stages.
1. Select and Check the Company Name
The proposed company name is checked for availability and reserved through the applicable ONRC procedure.
2. Decide the Ownership Structure
The shareholders, ownership percentages and management structure are established before preparing the incorporation documents.
3. Determine Business Activities
The intended commercial activities are identified and matched with the applicable CAEN classifications.
4. Establish the Registered Office
The company needs a Romanian registered office supported by valid documentation.
5. Prepare the Articles of Association
The articles establish important company details, including shareholders, capital, management and business activities.
6. Prepare the Registration File
The required identification documents, declarations, corporate documents and other supporting papers are compiled.
7. Submit the Application to ONRC
The incorporation application and supporting documents are submitted to the competent Trade Register Office.
8. Receive the Registration Documents
Once the application is accepted, the company receives its registration documentation and can proceed with the applicable post-registration procedures.
Registered Office Requirement
A Romanian SRL must have a registered office in Romania. The office provides the company's official legal address for correspondence and corporate registration purposes.
The registered office arrangement must be supported by documents accepted under Romanian company-registration rules. The appropriate documentation can depend on the ownership and premises arrangement.
SRL Registration for Foreign Investors
Foreign investors considering Romania business setup can use an SRL for establishing a local operating company or subsidiary.
The structure can be used for activities such as:
• Trading and distribution
• Manufacturing
• Technology and software
• Consulting
• Professional services
• E-commerce
• Local sales operations
• Regional commercial activities
The exact structure should be determined according to the investor's proposed activity, ownership arrangement and operational requirements.
Foreign shareholders should also consider the practical requirements after incorporation, including banking, accounting, taxation and any licences or authorisations applicable to the company's activities.
What Happens After SRL Registration?
Registration with ONRC does not eliminate the company's continuing legal and administrative obligations.
Depending on the company's activities and circumstances, post-registration requirements may include:
• Corporate bank account arrangements
• Accounting and bookkeeping
• Tax administration
• Annual financial reporting
• Beneficial-owner compliance
• Maintenance of corporate records
• Business-specific licences or authorisations
• Updates to company information when changes occur
The company should maintain its statutory information and ensure that changes to shareholders, administrators, registered office or other registered information are addressed through the appropriate procedures.
Why Choose YKG Global?
YKG Global supports foreign entrepreneurs and companies with the practical coordination involved in limited liability company Romania registration.
Our support can include:
• Company structure assessment
• Company-name and incorporation assistance
• Articles of association coordination
• Registered-office documentation support
• Foreign shareholder documentation assistance
• ONRC registration coordination
• Beneficial-owner documentation support
• Tax and accounting coordination
• Corporate banking assistance
• Post-registration compliance coordination
The approach connects incorporation with the operational requirements that follow registration, helping foreign investors organise the company structure and supporting documentation around their intended activities.
Call us or fill out our contact form to schedule a consultation today.
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