Service guide, 2026 edition
The 2026 blueprint for Romanian
incorporation.
A technical reference for international founders forming a Romanian SRL. Document requirements, the 1% microenterprise regime, the timeline at the Trade Register, the post-formation compliance that follows.
Current to January 2026. We update this guide when Romanian law or Trade Register practice changes.
Statutory rates, Romania 2026
The numbers, in force.
Source: Romanian Fiscal Code (Law 227/2015), updated January 2026. Rates subject to legislative change.
Microenterprise CIT
on turnover, ≤€100K rev + 1 employee
Microenterprise CIT (no employee)
on turnover, still below €100K rev
Standard CIT
profit-based, above €100K threshold
Personal income tax
flat rate on salary and dividends
Dividend tax
withheld at source on distributions
Standard VAT
reduced rates: 9% food, 5% housing
Technical specifications
SRL vs PFA.
The real differences.
Most international founders should incorporate an SRL. The PFA is a Romanian-native structure with significant practical limitations for non-residents. Here is an honest comparison.
| Attribute | SRL Recommended | PFA |
|---|---|---|
| Legal form | SRL (Societate cu Răspundere Limitată) | PFA (Persoană Fizică Autorizată) |
| Liability | Limited to share capital (min. 1 RON) | Unlimited , personal assets at risk |
| CIT rate (qualifying) | 1% on turnover (microenterprise) | 10% flat income tax on profit |
| Social contributions | CAS/CASS only on salary drawn | CAS/CASS mandatory on income |
| VAT threshold | 300,000 RON (~€60K) | 300,000 RON (~€60K) |
| Number of shareholders | 1–50 shareholders | Single natural person only |
| Banking | Full EUR/RON corporate accounts | Limited product access at some banks |
| Invoicing | Via RO e-Factura system | Via RO e-Factura system |
| Formation time | 5–10 working days | 3–5 working days |
| Recommended for | Most international founders | Romanian nationals with local income |
The 1% microenterprise rate is not a planning strategy , it is the statutory default for qualifying SRLs under Romanian Fiscal Code Law 227/2015. It has been in operation since 2017 and has survived multiple governmental changes. The threshold (€100K revenue, at least one employee) must be monitored quarterly.
Process
Days 1–10.
Step by step.
A verified end-to-end timeline based on actual formation cases in 2024–2025. Delays at the Trade Register are rare and always managed by us directly.
01 Day 1
Discovery & Document Collection
Day 1
Discovery & Document Collection
- Identification of correct CAEN code (business activity)
- Shareholder structure confirmed
- Signed mandate from client received
- Scanned passport / ID copies (no apostille required)
Scanned documents only , no wet signatures, no couriers, no travel required.
02 Days 2–3
Articles of Association & Legal Review
Days 2–3
Articles of Association & Legal Review
- Articles of Association drafted by Romanian lawyer
- Registered address arranged (Standard tier or add-on)
- Shareholder resolution translated (if non-Romanian)
- Documents returned by client via electronic signature
Every formation includes a legal review , not optional, not extra.
03 Day 4
Trade Register Submission
Day 4
Trade Register Submission
- Complete dossier submitted to Registrul Comerțului
- Confirmation receipt issued by Trade Register
- Online tracking reference provided to client
- Registered capital deposited (minimum 1 RON)
Submitted online via the ONRC portal , no physical attendance.
04 Days 5–8
CUI Issuance & Certificate of Registration
Days 5–8
CUI Issuance & Certificate of Registration
- Trade Register reviews and approves dossier
- CUI (Cod Unic de Înregistrare) issued
- Certificate of Registration issued
- Articles of Association officially stamped
Most cases complete within 6 working days at the Trade Register.
05 Days 9–10
VAT Registration & Bank Submission
Days 9–10
VAT Registration & Bank Submission
- VAT application submitted to ANAF (if applicable)
- Bank account application prepared and submitted
- SPV (Spațiul Privat Virtual) registration initiated
- All official documents delivered digitally to client
Your company is live. Bank account typically confirmed within 5–15 business days.
Document requirements
What you'll
need to provide.
Requirements differ depending on whether the shareholder is a natural person or a corporate entity. Both cases are fully manageable remotely.
Individual Founders
Identity
Valid passport
Scanned colour copy , all pages including blank. No apostille or notarisation required.
Proof of address
Utility bill or bank statement, dated within 90 days. Must match passport name.
Criminal record certificate
May be required depending on your country of residence and the CAEN code (business activity). For most non-regulated activities and EU-resident founders, it is not requested. We confirm at the discovery stage.
Director Qualification
CV / professional biography
Confirming business activity relevant to the CAEN code. 1–2 pages sufficient.
Tax Identification Number (TIN)
From your home jurisdiction. Required for ANAF registration.
Declaration of no insolvency
Signed statutory declaration. Template provided by us.
Banking (additional)
Source of funds declaration
Required by all Romanian banks. We provide a template compliant with current AML requirements.
Business plan summary
One-page overview of projected revenue, clients, and activity. We assist in drafting.
Reference letter
From a previous bank or professional advisor. Optional but significantly improves approval rate.
Corporate Shareholders
Entity Documents
Certificate of Incorporation
Scanned apostilled copy is acceptable. Dated within 6 months. English or Romanian , other languages require certified translation.
Certificate of Good Standing
Must confirm the company is not struck off, in liquidation, or under administration.
Memorandum & Articles of Association
Full constitutional document. Certified translation required if not in English or Romanian.
Beneficial Ownership
Register of shareholders
Full UBO chain to natural persons. Romanian law requires disclosure to the public register.
Director identification (all directors)
Passports and address proofs for all natural-person directors.
Shareholder resolution
Authorising the Romanian entity formation and confirming the appointed local manager.
Banking (corporate shareholders)
Audited financial statements
Last 2 years. Required by most Romanian banking partners for corporate shareholders.
Group structure chart
Visual org chart showing the full ownership chain. Annotated with %, jurisdiction, and UBO.
Correspondent bank letter
From the parent entity's primary bank confirming the relationship. Strongly recommended.
Corporate shareholders trigger enhanced due diligence at every Romanian bank. The full UBO chain must be disclosed and documented at the time of incorporation , not just at banking stage. We advise on the optimal structure before filing to avoid complications downstream.
Post-formation
After the certificate
arrives.
Incorporation is day one, not the finish line. Four things every Romanian SRL owner must understand before trading begins.
SPV Registration
Spatiul Privat Virtual , ANAF's tax portal
Required within 30 days of incorporation
SPV (Spatiul Privat Virtual) is Romania's mandatory digital tax communications portal, operated by ANAF (the National Fiscal Administration). Every active SRL must register and check SPV regularly , tax assessments, VAT confirmations, and compliance notices are sent here, not by post. Registration requires the director's digital certificate or smart card. For non-residents, we manage this via a power of attorney arrangement on your behalf. Failure to register does not create immediate penalty , but missed notices do.
EORI Number
Economic Operators Registration and Identification
Required for goods trade within or outside the EU
If your Romanian SRL will import or export goods (including intra-EU movements), an EORI number is mandatory. It is issued by Romanian Customs (Autoritatea Vamala Romana) and typically takes 3-5 working days. Application is submitted electronically with your CUI (company registration number). There is no fee. The EORI number is valid across all EU member states , it is not jurisdiction-specific. SRLs engaged in pure service delivery do not require one unless goods are involved in the supply chain.
e-Factura (RO e-Invoice)
Mandatory electronic invoicing via ANAF
Mandatory for all B2B domestic invoices from Jan 2024
From January 2024, all B2B transactions between Romanian VAT-registered entities must be reported through the RO e-Factura system. Invoices are submitted via the ANAF portal in XML format before or at the time of delivery to the client. Non-compliance results in fines equal to the VAT amount on the unreported invoice. The system integrates with most Romanian accounting software. Our accounting partners are set up for e-Factura from day one of your operation. Non-resident SRLs invoicing foreign clients are not required to use e-Factura for those transactions.
Fines for non-compliance are equivalent to the VAT value of the unreported invoice.
Ongoing Accounting
Monthly reporting obligations
From €100/month depending on transaction volume
Romanian SRLs must file monthly VAT returns (if VAT-registered) and quarterly income declarations. Accounting must be maintained by a certified accountant (CECCAR member) , self-filing is not permitted for incorporated entities. Annual financial statements are filed with the Ministry of Finance. Microenterprise declarations are filed quarterly. We work with two trusted accounting partners in Bucharest who handle all filings digitally and provide monthly P&L reports in English.
FAQ
Common questions
about formation.
If yours isn't here, send it to info@incorpore.ro and we'll reply within 24 hours.
What is the difference between an SRL and a PFA?
An SRL is a limited liability company with separate legal personality , your liability is capped at the share capital (minimum 1 RON). A PFA is an authorised natural person, with unlimited personal liability. For international founders, the SRL is almost always the correct choice: it offers the 1% microenterprise tax regime, full corporate banking, and protects your personal assets.
How long does Romanian SRL formation take?
Typically 5–10 working days from the moment all documents are signed electronically. The Trade Register issues the CUI and Certificate of Registration, after which VAT registration and bank account submission follow. Average completion in 2024 was 6.2 working days.
Can the entire process be completed remotely?
Yes. The full incorporation runs on scanned documents and electronic signatures. No wet signatures, no couriers, no notary visits, and no travel to Romania during formation. Some banks may request a branch visit at the account-opening stage depending on nationality and risk profile , we advise on this in advance.
Do I need a criminal record certificate?
Not always. For most non-regulated activities , typical service businesses, IT, e-commerce, holding structures , a criminal record certificate is not required by the Trade Register. It becomes mandatory for regulated activities (financial services, gaming, certain transport categories) and may be requested by some banks during account opening. We confirm during the discovery call whether your case requires one, so you do not gather paperwork you do not need.
What is the microenterprise tax regime?
Romanian SRLs with under €100,000 in annual revenue and at least one employee qualify for a 1% corporate income tax on turnover. Without an employee, the rate is 3%. Above the €100K threshold, the standard 16% CIT applies. The regime has been in force since 2017 under Law 227/2015.
How much does formation cost?
Our service fee starts from €600 for the Essential package (formation only). Romanian state fees (Trade Register, official notarisation of the Articles) are charged at cost and typically amount to €80–150. The Standard package at €900 adds the registered office address (12 months), VAT registration, and EUR bank account application.
Do I need a Romanian registered address?
Yes , Romanian law requires every company to maintain a registered office (sediu social). The address is not bundled into the Essential €600 package; it is included in the Standard tier and available separately as a 12-month add-on. If you already have a Romanian property or qualifying relationship, you may use that instead.
Ready to start
Formation starts
with a single call.
30 minutes. We confirm your CAEN code, tax regime eligibility, and document requirements. You leave with a written quote and a clear scope.
Fixed-price quote before work begins
No hourly billing. No surprise disbursements. All state fees listed separately at cost.
One advisor throughout
You don't repeat your situation. No handoffs between departments.
200+ formations completed
Rated 4.9/5 across all formations in 2024. Average time: 6.2 working days.
Book a discovery call
30 minutes. No pitch, no commitment. We listen first.