Romanian SRL formation: the complete 2026 guide

The statutory basis

A Romanian SRL (societate cu răspundere limitată) is the limited-liability form codified in Law 31/1990 — the Companies Law — as amended through 2024. It is the structural equivalent of a UK Ltd, a German GmbH, or a Dutch BV. Foreign founders treat it as the workhorse vehicle for entering the Romanian market because the Trade Register (Oficiul Național al Registrului Comerțului, ONRC) processes a clean dossier in 5–10 working days and accepts electronically signed documents from any jurisdiction.

The headline reasons founders pick the SRL are tax and access. Romania has been an EU member since 2007 and a full Schengen member since January 2025, which means a Romanian residence permit now confers free movement across the entire Schengen Area — covered in detail in our note on what Schengen accession means for non-EU founders. Combined with the microenterprise corporate income tax regime under Title III of Law 227/2015 (the Fiscal Code), the SRL is one of the most fiscally efficient onshore EU vehicles for owner-managed businesses with revenue below €100,000. The full mechanics are in our piece on the 1% microenterprise rate.

An SRL is not a workaround. It is the default Romanian operating company, with a tax regime that has survived every government since 2017.

This guide walks through the statutory requirements for forming an SRL in 2026, the documents you will sign, the timeline at the Trade Register, and the post-incorporation steps that founders most often underestimate.

Who can form a Romanian SRL

There are no nationality restrictions on shareholders or directors. A Romanian SRL can be wholly owned by non-residents, including non-EU citizens, and managed by a non-resident director. The only practical filter is anti-money-laundering compliance at the bank account stage — covered separately in our non-resident banking guide.

The minimum requirements:

At least one shareholder (asociat); the maximum is 50.
At least one director (administrator), who may but need not be a shareholder. Directors can be natural persons of any nationality.
A registered office address (sediu social) on Romanian territory.
Minimum share capital of RON 1 since the 2024 amendments to Law 31/1990 removed the previous RON 200 floor. In practice, RON 200 remains the de facto minimum for a friction-free formation — banks and notaries still expect it.

A single shareholder may hold 100% of the SRL — this is an SRL cu asociat unic. The only meaningful constraint, under Article 14 of Law 31/1990, is that a natural person can be the sole shareholder of only one Romanian SRL at a time. The Trade Register checks this automatically at filing.

The registered office address

Every SRL must declare a sediu social — a registered office address inside Romania. This is not the same as an operating address. The registered address is where official correspondence from ANAF (the tax authority), the Trade Register, and the courts is delivered. It must be supported by a property title, lease agreement, or a contract de comodat (free-use agreement) with the property owner.

Two practical points are routinely missed. First, the address must clear a registered-office concentration check — only a limited number of companies may share a single residential address. The exact threshold depends on the building type. Second, a registered office is distinct from substance. A clean sediu social satisfies Romanian formation law but does not satisfy the substance requirements that German, Dutch, or French tax authorities apply when a founder relocates. Substance is treated separately in our exit-taxation playbook for German founders.

Incorpore provides a registered address as part of the Essential formation package, valid for twelve months from incorporation.

Capital, shares, and the CAEN code

Share capital is denominated in RON, divided into părți sociale of equal nominal value (the floor is RON 1 per share). Subscribed capital is paid into a temporary capital deposit account at a Romanian bank before the Trade Register filing; the bank issues a confirmation that becomes part of the dossier.

The single most consequential decision at formation — for tax purposes — is the principal CAEN code. CAEN (Clasificarea Activităților din Economia Națională) is the Romanian activity classifier, harmonised with the EU NACE Rev. 2 taxonomy. The principal CAEN code determines:

Whether the company can elect the microenterprise regime. Activities in banking, insurance, capital markets, gambling, and consultancy/management are statutorily excluded under Article 47 of the Fiscal Code.
Whether sectoral authorisations from ASF (Financial Supervisory Authority), ONJN (gambling), or BNR (banking) are required before operations begin.
The applicable VAT regime and the default cod fiscal category at ANAF.

Founders who incorporate with a generic CAEN — 6202: Computer consultancy is a common one — and later expand into adjacent activities sometimes find their micro-regime election retrospectively disallowed because the principal activity was technically consultanță. This is a recoverable error but an avoidable one.

The Trade Register dossier

The complete formation dossier is filed at the ONRC office covering the registered address — typically ONRC Bucharest for Sector 1–6 addresses. The standard dossier includes:

Articles of association (act constitutiv), signed by all shareholders. Drafted bilingually in Romanian and English.
Shareholder identity documents (passport copies, apostilled where required).
Specimen signature of each director, notarised.
Registered office documentation (lease, comodat, or property title plus consent of co-owners where relevant).
Capital subscription confirmation from the chosen Romanian bank.
Director declarations confirming they meet the fit-and-proper requirements of Article 6 of Law 31/1990 — no insolvency, no relevant criminal record, no incompatibility.
Standard state fees, which run approximately €80–150 depending on activity scope.

All signatures may be electronic where the signatory holds a qualified e-signature recognised under eIDAS Regulation (EU) 910/2014. Romanian-issued qualified certificates are accepted directly; founders signing from abroad typically use a Romanian provider that issues a remote certificate after a brief identity verification call.

Timeline: from first call to active company

A standard formation runs five to ten working days. The longer end of that window is almost always banking, not the Trade Register itself.

Days 1–2 — Discovery, scope confirmation, choice of CAEN code, drafting of the act constitutiv. Shareholders receive a complete signing package.

Days 2–4 — Notarisation of specimen signatures and apostilled identity documents. Capital is paid into the temporary deposit account at the chosen Romanian bank.

Days 4–6 — Trade Register filing. ONRC reviews the dossier. Where the dossier is clean, the Cod Unic de Înregistrare (CUI, the company's fiscal identification number) is issued together with the certificat de înregistrare.

Days 6–10 — Issuance of the EUI from ANAF, conversion of the temporary capital deposit into the permanent operating account, and submission of any VAT registration (cod de TVA) or special-status declarations. The microenterprise election is filed on or before the start of the first fiscal year.

Day 11 onwards — The company is operational. Invoicing begins through e-Factura, the mandatory state B2B invoicing system in force since 1 January 2024.

After incorporation: the unsexy infrastructure

The formation certificate is the start, not the finish. Within the first month a Romanian SRL needs:

A permanent EUR (and/or RON) bank account at a Romanian bank — typically Banca Transilvania for the operating account and Libra Internet Bank or Raiffeisen as a secondary banking relationship. The trade-offs are covered in detail in our non-resident banking guide.
A Romanian accountant registered with CECCAR (the chartered accountants' body). Romanian accounting law requires monthly bookkeeping; the standard reporting cadence (D112, D300, D394, annual financial statements) is materially heavier than the equivalent in many Western European jurisdictions.
A REVISAL filing if any employee is on payroll within the first year — typically the case for founders intending to qualify for the 1% rate rather than the 3% rate, since the lower rate requires a full-time employee.

Founders relocating from Germany or the Netherlands should also begin substance documentation from day one — director board minutes, local bank statements, dated lease, employee contract — because their origin tax authority will request it later. The German Finanzamt in particular has sharpened its scrutiny of Romanian structures since 2023; the exit-taxation playbook covers what genuine substance actually looks like.

Common rejection reasons at the Trade Register

Clean dossiers pass on first review. The recurring reasons for amânare (deferral) are dull but worth pre-empting:

Mismatched names between the passport, the apostilled translation, and the act constitutiv. Latin-character spelling must be identical.
Insufficient evidence of registered-address availability — typically a missing co-owner consent on a residential building.
CAEN-code inconsistency between the principal activity and the secondary codes, or use of a code that has been superseded in the CAEN Rev. 3 update.
Unsigned or unstamped capital deposit confirmation from the bank.
Director declarations filed in the wrong template or missing one of the required statements under Article 6 of Law 31/1990.

None are fatal — they extend the timeline by 3–7 working days. A clean first filing is faster than two corrected ones.

What an SRL is not

An SRL is not an offshore vehicle. It is an onshore EU operating company with full access to the EU Parent–Subsidiary Directive, the EU Interest and Royalties Directive, and Romania's network of double-tax treaties. The point of forming an SRL is precisely not to disappear from the tax map — it is to relocate genuine economic activity to a jurisdiction whose statutory rates are lower than the Western European average, while remaining inside the EU regulatory perimeter.

For founders who want a quick paper-only structure with no operations, an SRL is the wrong instrument. For founders building a real business with EUR-denominated revenue, EU customers, and a need for genuine substance, it is — in our experience — the most cost-effective EU formation available in 2026.

How the Romanian SRL compares to neighbouring jurisdictions

The Romanian SRL is rarely chosen in isolation. Founders comparing EU formation options in 2026 typically end up shortlisting it against four direct competitors: the Bulgarian EOOD, the Cypriot LLC, the Estonian OÜ, and the Hungarian Kft. The structural comparison runs across all-in cost, headline tax burden, banking access, and substance requirements — and the right answer depends heavily on the founder's customer base and tax-residency target. We unpack the head-to-head against the four major Western European entities (UK Ltd, German GmbH, Dutch BV) in our SRL vs UK Ltd, GmbH, BV comparison; this section addresses the regional CEE alternatives most commonly raised in discovery calls.

The Bulgarian EOOD offers a similar 10% corporate income tax flat rate on profit, no microenterprise turnover regime, and a meaningfully lighter compliance overhead than Romania. Bulgarian banks are noticeably more conservative on non-resident files post-2023, however, and the EUR banking infrastructure is materially less developed than Romania's six-bank shortlist (covered in our non-resident banking guide). For founders with EUR-heavy customer flows below €100,000 turnover, the Romanian 1% microenterprise rate (detail here) typically beats Bulgaria's 10%-on-profit by a wide margin once the €100K threshold is in view.

The Cypriot LLC runs a 12.5% CIT with extensive EU Parent–Subsidiary Directive (2011/96/EU) treatment and a treaty network second only to the Netherlands within the EU periphery. Cyprus shines for holding structures and IP routing through its IP Box regime; for an operating company below the Romanian €100K threshold, it loses on cost. Cyprus also requires more substance — a real Cypriot director, local board, demonstrable economic activity — than Romania imposes for SRLs maintaining microenterprise status.

The Estonian OÜ with e-Residency is the closest digital-formation peer. Estonia famously taxes only distributed profits (at 22%), creating a deferral advantage for founders who reinvest. For non-Estonian-resident shareholders, however, Estonian CFC rules combined with home-jurisdiction taxation typically erode the deferral benefit. The OÜ is excellent for Estonian residents running fully remote software businesses; for non-residents whose home tax authority will reach through the structure regardless, the Romanian SRL with 1% turnover tax + 8% dividend tax is usually a cleaner outcome.

The Hungarian Kft (korlátolt felelősségű társaság) carries a 9% headline CIT — the lowest in the EU. The catch: the Hungarian tax authority NAV has tightened scrutiny of non-resident-held Kfts since 2024, and Hungarian banks have become equally selective. For founders with strong Hungarian commercial nexus (suppliers, customers, employees), the Kft is competitive. For pure relocators looking for an EU base, Romania is more accommodating.

The Romanian SRL is rarely the most exotic answer to "where should I form" — it is the answer that most often survives reality testing.

Special structures: holding companies, IP routing, multi-jurisdiction founders

The standard operating SRL described in the sections above is the workhorse case. A meaningful minority of founders form Romanian SRLs as part of more elaborate architectures — holding structures, IP-routing layers, joint ventures, and multi-tier groups. The Romanian Companies Law (Law 31/1990) accommodates each, but the tax and compliance profile shifts.

Holding structures

A Romanian SRL used as an EU intermediate holding sits inside the EU Parent–Subsidiary Directive (Directive 2011/96/EU), which exempts cross-border dividend distributions between qualifying EU corporate parent–subsidiary pairs from withholding tax. Romania's network of approximately 90 double-tax treaties (OECD model basis) extends this protection beyond EU borders. The standard pattern: a Romanian SRL holds shares in the operating subsidiaries; dividends accumulate at the SRL level taxed at 0% on inbound qualifying dividends; onward distribution to the founder triggers the 8% Romanian dividend withholding tax, often reduced further under the relevant treaty. Microenterprise status does not apply to pure-holding SRLs — passive income disqualifies the company from the regime under Article 47 of the Fiscal Code.

IP routing and licensing companies

Romania historically lacked an IP Box regime of the kind Cyprus, the Netherlands, or Luxembourg operate. In 2026 the Romanian framework still does not match those jurisdictions for sophisticated IP routing. For straightforward IP-holding cases — software copyrights, trade marks, modest royalty streams — a Romanian SRL is workable; the EU Interest and Royalties Directive removes withholding tax on intra-EU royalty flows for qualifying related-party transactions, and Romania's domestic 16% withholding on outbound royalties drops sharply under most treaties. For complex IP routing involving multiple high-value licences, the Cypriot or Dutch alternative typically remains preferable.

Multi-jurisdiction founders

Founders maintaining residence or operations in multiple jurisdictions need a structure that survives audit in all of them. The Romanian SRL holds up well in this scenario provided the substance bar is met (covered in our Germany exit-taxation playbook for the most common EU relocation case). A common configuration: founder is Romanian tax-resident (183-day rule under Law 227/2015), the operating SRL is in Romania, and an upstream Cypriot or Dutch holding exists for treaty optimisation. CFC rules in the upstream jurisdiction must be checked carefully — the Romanian leg is the easy part.

Ongoing director duties beyond accounting

Romanian directors of an SRL carry duties beyond signing the monthly accounting filings. Article 73 of Law 31/1990 sets out the general fiduciary obligations; a series of subsidiary statutes adds sector-specific responsibilities. The duties most often missed by founders new to Romanian governance:

Annual general meeting (Adunarea Generală a Asociaților) — required at least once per fiscal year, with minutes (proces-verbal) recording approval of the annual financial statements and any structural decisions. Single-shareholder SRLs (SRL cu asociat unic) substitute a written shareholder decision (decizia asociatului unic).
Annual financial statements filing — submitted to ANAF and the Trade Register within statutory deadlines (typically by 30 May following the close of the calendar fiscal year). Late filing triggers fines starting at RON 1,000 per missed deadline.
Beneficial-ownership declaration — under the Romanian transposition of the EU AMLD6 (Directive 2018/1673), every SRL must maintain an updated declarație privind beneficiarii reali at the Trade Register. Changes to ownership trigger a refresh within 15 working days.
REVISAL updates for any employment changes — within 20 working days of the change, including hires, terminations, and contract amendments. Penalties for non-compliance can reach RON 8,000 per affected employee.
e-Factura compliance — the Romanian Ministry of Finance e-Factura system has been mandatory for B2B transactions since 1 January 2024. Invoicing outside e-Factura for in-scope transactions triggers fines and creates VAT-deductibility issues for the recipient.
Annual tax return (declarație unică) for the SRL itself, plus the personal declarație unică for any director-shareholder receiving Romanian-source income. Filing deadlines diverge — the corporate return runs against the calendar fiscal year; personal returns against the prior calendar year.

A CECCAR-registered accountant handles most of these mechanically, but the director remains personally liable for the underlying compliance under Articles 197–203 of Law 31/1990. Founders treating the accountant as a fire-and-forget service tend to discover, three or four years in, that one of the supplementary duties was overlooked. The cleanest pattern is a quarterly review call with the accountant — covered in the Standard formation tier for the first month and contracted directly thereafter.

Next steps

If you are weighing a Romanian SRL against a UK Ltd, a Bulgarian EOOD, or a Cypriot LLC, the discovery call is where the comparison gets sharp. We confirm the right tax regime, flag any complications with your CAEN code, and quote the formation in writing before any work begins. Book a 30-minute call — there is no charge and no commitment. Pricing for the three formation tiers is on the pricing page.

Frequently asked questions

Can a non-resident form a Romanian SRL without travelling to Romania?

Yes. The full Trade Register dossier can be signed using a qualified e-signature recognised under eIDAS Regulation (EU) 910/2014. Capital deposit, articles of association, and director declarations all accept remote-issued Romanian e-signatures. The only step that occasionally requires a single in-branch visit is the bank account opening — this depends on the bank and your nationality, and we advise on it during the discovery call.

How much capital do I need to form an SRL?

The statutory minimum is RON 1 since the 2024 amendments to Law 31/1990 removed the previous RON 200 floor. In practice, RON 200 (≈ €40) remains the de facto minimum because banks and notaries still expect it, and it avoids unnecessary scrutiny on subscribed capital below that threshold.

How fast can the SRL be operational?

A clean Trade Register dossier is processed in 5–10 working days from filing. Adding the bank account, VAT registration, and microenterprise election typically extends the total elapsed time to 10–20 working days. Banking is the longest step, not the Trade Register.

Can I be the only shareholder and the only director?

Yes. A single shareholder may hold 100% of the SRL — this is called an SRL cu asociat unic. Article 14 of Law 31/1990 imposes one constraint: a natural person can be the sole shareholder of only one Romanian SRL at a time. The Trade Register checks this automatically.

What is the principal CAEN code and why does it matter so much?

CAEN (Clasificarea Activităților din Economia Națională) is the Romanian activity classifier. The principal CAEN determines whether the company can elect the microenterprise tax regime, whether sectoral authorisations from ASF, ONJN, or BNR are required, and the default VAT regime at ANAF. Activities classified as consultancy or management are statutorily excluded from the microenterprise regime under Article 47 of the Fiscal Code.

Is the registered office address the same as the operating address?

No. The sediu social is where official correspondence from ANAF, the Trade Register, and the courts is delivered. It must be on Romanian territory and supported by a property title, lease, or contract de comodat. The operating address can be elsewhere — but for relocators, the registered office is also distinct from substance, which is a separate question that German, Dutch, and French tax authorities scrutinise after the move.

Talk to us

If you are weighing a Romanian SRL against a UK Ltd, a Bulgarian EOOD, or a Cypriot LLC, the discovery call is where the comparison gets sharp. We confirm the right tax regime for your situation, flag any complications with your CAEN code (covered here), and quote the formation in writing before any work begins. No charge, no commitment. Book a 30-minute call — pricing for the three formation tiers is on the pricing page, and we typically respond within one business day.

Related guides

The 1% microenterprise tax: who qualifies, when it stops — the statutory basis under Title III of Law 227/2015
EUR bank accounts in Romania for non-resident founders — six commercial banks, AML expectations, the dossier
Cost breakdown: what you actually pay to form a Romanian SRL — state fees, registered address, accounting, the all-in envelope
Romanian SRL vs UK Ltd, GmbH, Dutch BV: a structural comparison — side-by-side on capital, tax, banking, compliance
CAEN codes: how Romania's activity classifier shapes your tax regime — the principal-code question and the consultancy trap
100% remote formation: where it works and where it doesn't — eIDAS, banking exceptions, apostille logistics