The four entities at a glance
The choice of an EU operating company in 2026 typically narrows to four candidates: the Romanian SRL (societate cu răspundere limitată), the UK Limited Company (Ltd), the German GmbH (Gesellschaft mit beschränkter Haftung), and the Dutch BV (besloten vennootschap). All four are limited-liability private companies; all four can be operated remotely once formed; each has a different cost, tax, and compliance profile.
This piece compares the four on the dimensions that matter most for owner-managed businesses with EUR revenue: capital, governance, headline tax burden, banking, and ongoing compliance. The headline conclusion — that the SRL is the most cost-efficient EU vehicle for under-€100K turnover — is covered in our SRL formation pillar. This piece sets out where the others compete.
The right entity is rarely the cheapest. It is the one that matches the customer base, the banking jurisdiction, and the founder's tax-residency plan.
Capital, shareholders, directors
Minimum statutory capital varies by an order of magnitude:
- Romanian SRL — RON 1 since the 2024 amendments to Law 31/1990 (RON 200 in practice). 1 to 50 shareholders. Directors of any nationality.
- UK Ltd — no statutory minimum (1 share at any par value). 1 to 50 shareholders by default. PSC register required.
- German GmbH — €25,000 minimum capital, half (€12,500) paid in at incorporation. The Unternehmergesellschaft (UG) variant accepts €1 capital but accumulates retained earnings until reaching €25,000. Notarial deed required.
- Dutch BV — €0.01 minimum capital since the 2012 Flex-BV reform. Notarial deed required for incorporation. Dutch resident director not strictly required but heavily impacts substance.
The GmbH's €25,000 capital is the single biggest practical filter — it requires upfront cash that the SRL, BV, and Ltd do not. For under-capitalised founders, the GmbH is rarely the right vehicle even where the German market is the primary customer base.
Headline tax burden
This is the comparison that drives most founders' decisions. The 2026 headline rates for owner-managed companies:
- Romanian SRL — 1% CIT on turnover (with one full-time employee, under €100K) or 3% (without). 16% CIT above the threshold. 8% withholding on distributed dividends. Full mechanics in our microenterprise piece.
- UK Ltd — 25% corporation tax on profits above £250,000, 19% small-profits rate below £50,000, marginal relief between. Dividends taxed as personal income at the shareholder's marginal rate.
- German GmbH — 15% federal CIT + 5.5% solidarity surcharge on the CIT + trade tax (Gewerbesteuer) of 7–17% depending on municipality. All-in roughly 30–32% on retained profits. 25% Kapitalertragsteuer on dividends.
- Dutch BV — 19% CIT on profits up to €200,000, 25.8% above. Dividends to natural-person shareholders taxed at 24.5%/31% (Box 2). EU Parent-Subsidiary Directive applies for corporate shareholders.
For founders with under-€100K turnover, the SRL's effective rate is roughly an order of magnitude below the UK Ltd, the GmbH, or the BV. The micro regime is what makes the comparison decisive.
Banking and EUR access
Banking is where rankings shift. EUR is the operating currency in three of the four jurisdictions natively; the UK is the outlier post-Brexit.
- Romanian SRL — full EUR multi-currency at any of six commercial banks (Banca Transilvania, Raiffeisen, Libra, ING, OTP, BCR). Non-resident founders bankable; AML scrutiny applies. Detailed in our non-resident banking guide.
- UK Ltd — GBP-native; EUR accounts available but typically as secondary. Post-Brexit, EU customers paying via SEPA-instant routes incur additional fees and reconciliation friction. UK challenger banks (Starling, Tide) are pragmatic with non-resident founders.
- German GmbH — full EUR at any German bank. Non-resident director onboarding is the conservative end of EU AML — Sparkasse and Volksbanken often decline, but Commerzbank, Deutsche Bank, and digital challengers (N26 Business, Holvi) are workable.
- Dutch BV — full EUR at ING, ABN AMRO, Rabobank. Non-resident BV onboarding has tightened sharply since 2022; many founders default to bunq Business or to a Dutch resident director to ease the file.
Ongoing compliance overhead
Annual cost of running each entity in good standing — accountancy, filings, audit thresholds:
- Romanian SRL — monthly bookkeeping mandatory (D112, D300, D394). Annual financial statements at ANAF. Audit only above turnover/asset/employee thresholds. Realistic ongoing cost: €1,800–€3,600/year.
- UK Ltd — annual accounts at Companies House, corporation tax return, PSC confirmation statement. Realistic ongoing cost: £900–£2,400/year.
- German GmbH — monthly Umsatzsteuervoranmeldung, annual Bilanz with tax filing, mandatory publication in the Bundesanzeiger. Realistic ongoing cost: €3,000–€8,000/year — the highest of the four.
- Dutch BV — quarterly VAT, annual financial statements at the Kamer van Koophandel, audit threshold higher than Germany. Realistic ongoing cost: €2,400–€5,000/year.
Banking and EUR access in depth
Banking is where rankings shift more than the headline tax tables suggest. EUR is the operating currency in three of the four jurisdictions natively; the UK is the structural outlier post-Brexit. The practical impact for non-resident founders is significant.
Romanian SRL banking: full EUR multi-currency at any of six commercial banks — Banca Transilvania, Raiffeisen, Libra Internet Bank, ING, OTP Bank Romania, and BCR. Non-resident founders are bankable under enhanced AML diligence — the standard treatment described in our non-resident banking guide. Three of the six accept fully remote opening; the others require a single half-day visit. EUR/RON multi-currency is native; SEPA instant payments are standard; monthly costs run €100–€250 in year one including all fees and a typical transaction load.
UK Ltd banking: GBP-native with EUR available as secondary. Post-Brexit, EU-customer payments via SEPA route through correspondent-bank infrastructure that adds 1–3 working days and €10–€25 per transfer. Starling Bank, Tide, Wise Business, and Monzo Business offer pragmatic non-resident-director onboarding; high-street banks (Barclays, HSBC) declined non-resident-founded Ltd applications routinely in 2023–2024 and remain conservative in 2026. For founders with EU customer concentration, the structural friction is real — typically 2–3% of revenue lost to FX margins and reconciliation overhead vs an EU-domiciled equivalent.
German GmbH banking: full EUR at any German bank, but non-resident-director onboarding is the conservative end of EU AML in 2026. Sparkasse and the Volksbanken decline most non-resident-founded GmbH files; Commerzbank and Deutsche Bank consider them with extensive documentation and typically a personal visit in Frankfurt or Berlin. N26 Business and Holvi are workable digital alternatives but lack full corporate-banking features for sophisticated cases. Onboarding timeline: 3–6 weeks typical for a clean file with a high-street bank, 5–10 working days with a digital alternative.
Dutch BV banking: ING, ABN AMRO, and Rabobank dominate. Non-resident-BV onboarding has tightened sharply since 2022 — many founders default to bunq Business (digital) or to engaging a Dutch resident director to ease the high-street application. The Dutch Central Bank (DNB) has formally guided banks to apply EDD to non-resident corporates in line with the EU AML directives, mirroring the Romanian framework but with materially less appetite for the resulting risk. Onboarding for a non-resident-shareholder BV at a high-street bank: 4–8 weeks typical, with frequent declines at the AML stage.
The structural conclusion: for EUR-denominated operating businesses with non-resident founders, the Romanian banking environment is meaningfully more accessible than the German or Dutch equivalent and removes the post-Brexit friction that the UK Ltd carries. This is rarely the only factor — but it is rarely a small factor either.
When to use the Estonian OÜ instead
The Estonian OÜ with e-Residency deserves a dedicated section because it is the most-asked alternative to the Romanian SRL in 2026 discovery calls. The OÜ has genuine structural advantages and genuine constraints; the right answer depends on the founder's specific circumstances.
OÜ structural advantages: fully digital formation in 1–3 days via e-Residency, no minimum capital practical floor (statutory €2,500 can be paid in over time), and the famous deferred-distribution tax model — Estonia taxes only distributed profits at 22%, with retained earnings accumulating tax-free. For a founder who reinvests rather than distributes, the tax deferral compounds meaningfully over a multi-year horizon. The OÜ also enjoys excellent EU Parent–Subsidiary Directive (2011/96/EU) treatment for cross-border dividend flows.
OÜ structural constraints: e-Residency is explicitly not a residency permit for tax or immigration purposes — Estonian e-Residency does not confer Schengen mobility, does not satisfy origin-country exit-tax substance review (covered in our German exit-taxation playbook), and does not lead to permanent residency or citizenship. Estonian banking for non-resident OÜs has tightened materially since 2022, with most traditional banks declining e-Resident files; LHV and Wise remain workable but with smaller transaction limits than a Romanian-bank alternative.
The deferral advantage erodes for non-Estonian-residents: Estonia's CFC rules combined with home-jurisdiction taxation typically reach through the OÜ when distributions are deferred. A German-resident founder operating through an OÜ will see the German Finanzamt apply CFC attribution under §§ 7–14 AStG if the OÜ accumulates undistributed profits at low effective rates. A US-resident founder faces Subpart F and GILTI attribution. The deferral works cleanly for Estonian-resident founders and for genuinely active operating businesses with low margin retention; it is materially eroded for the typical relocator scenario.
The Estonian OÜ is excellent for Estonian residents and for fully remote founders staying tax-resident in low-CFC jurisdictions. For everyone else, the deferral advantage is more rumoured than realised.
Who should pick the OÜ over the SRL: Estonian-resident founders, founders running fully remote software businesses with low operational substance requirements, and founders whose home tax authority lacks aggressive CFC enforcement. Who should pick the SRL over the OÜ: founders relocating from Germany, the Netherlands, or France with substance requirements; founders below the €100K Romanian microenterprise threshold (detail here); founders prioritising EU residency and eventual permanent-residency status; and founders with EUR-heavy banking needs that Estonian banks no longer reliably accommodate.
We compare the two case-by-case in discovery calls. The honest answer for a non-trivial fraction of founders is "the OÜ is structurally more elegant, but the SRL is operationally more usable" — particularly for founders not already Estonian-resident.
Where each one wins
There is no universal answer. The right vehicle depends on customer base, banking jurisdiction, and tax-residency target. Quick rules of thumb we apply in discovery calls:
- Pick the Romanian SRL when turnover is below €100K and EUR-denominated, the founder is willing to relocate substance to Romania, and the customer base is European. The 1% rate is the deciding factor.
- Pick the UK Ltd when the customer base is UK, the founder is UK-resident, or post-Brexit GBP-native banking is structurally important. UK Ltd makes less sense for non-UK-resident founders than it did pre-2020.
- Pick the German GmbH when the founder is German-resident, the customer base is German enterprise, or the regulatory perimeter requires German-jurisdiction banking. The €25K capital and ~30% effective rate are the cost of doing business.
- Pick the Dutch BV when the structure is a holding entity (the EU Parent-Subsidiary Directive treatment is excellent), the founder is Dutch-resident, or the jurisdiction-shopping is for IP routing. For an operating company below €200K profit, the rate is reasonable but not competitive with Romania.
If you are weighing the four, the discovery call is where the comparison gets sharp. We will tell you straight if Romania is the wrong answer for your situation.
Frequently asked questions
Why pick a Romanian SRL over a UK Ltd post-Brexit?
For founders with EUR-denominated revenue, the UK Ltd lost its EU passporting advantages in 2020. EUR banking through a UK Ltd is structurally inferior to a Romanian SRL's native multi-currency setup. The 1% Romanian micro rate is also dramatically lower than the UK's 19–25% corporation tax. The UK Ltd remains the right answer for UK-resident founders with primarily UK customers; for everyone else, the SRL is more cost-efficient.
Is a Dutch BV better for IP holding?
For pure IP holding with corporate shareholders, the Netherlands' EU Parent–Subsidiary Directive treatment, extensive treaty network, and developed advance-tax-ruling practice are superior to Romania. For an operating company with EUR revenue below €200K, the comparison reverses sharply — the SRL's 1% turnover tax beats the BV's 19% profit tax in most realistic scenarios.
How does the GmbH's €25,000 capital requirement compare in practice?
The €25,000 (half paid at formation) is a hard cash filter that excludes most early-stage founders. The Unternehmergesellschaft (UG) variant accepts €1 but accumulates retained earnings until reaching €25,000 — meaning lower-than-statutory dividend distributions in early years. The Romanian SRL, with RON 200 in practice, has no equivalent capital constraint.
What about Estonian e-Residency and the OÜ?
The Estonian OÜ is a credible alternative for fully remote, software-export businesses. Tax is deferred until distribution rather than charged on profit. For Estonian-resident founders, the OÜ is excellent. For non-resident founders, the OÜ's "deferred-until-distribution" advantage is materially eroded by Estonia's strict CFC rules and by the 22% rate on distribution. We compare the SRL and the OÜ case-by-case.
Which of the four is fastest to form?
The Romanian SRL and the UK Ltd run head-to-head: 5–10 working days for a clean dossier in either case. The Dutch BV typically takes 1–2 weeks plus a notarial appointment. The German GmbH is the slowest — 2–4 weeks given the notarial deed, capital deposit confirmation, and Handelsregister review.
Can I form a holding company in one and an operating company in another?
Yes — this is a common architecture for IP-routing structures and for relocators with multi-jurisdiction operations. The EU Parent–Subsidiary Directive removes withholding tax on intra-EU dividend distributions for qualifying parent–subsidiary relationships, making cross-jurisdiction stacks workable. The architecture is bespoke and requires specialist tax counsel; we coordinate with your team on the Romanian leg.
Talk to us
If you are weighing four EU vehicles and Romania has made the shortlist, the discovery call is where the comparison gets sharp. We will benchmark the Romanian SRL against your UK Ltd, German GmbH, or Dutch BV alternative on all-in cost, effective tax rate, banking access, ongoing compliance, and substance requirements for your specific situation. Book a 30-minute call — written quote within 24 hours, no commitment, and an honest answer if a different jurisdiction is the better fit.
Related guides
- Romanian SRL formation: the complete 2026 guide — if you decide on the SRL, this is the operational guide
- The 1% microenterprise tax — the headline rate that drives most comparisons
- 10% personal income tax and 8% dividend tax — the personal-tax side of the comparison
- EUR bank accounts in Romania for non-resident founders — banking is where the comparisons often turn
- Cost breakdown: what you actually pay to form an SRL — all-in 12-month cost vs the alternatives