Source-cited draft: company formation & entity choice for Romania (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
Source-cited draft.Written from sources but not reviewed by a licensed practitioner, so it may be incomplete or wrong. General reference only; don't file or take a position on it without professional review.
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Every figure is drawn from this Tax Guide and cited to its source.
Share-capital rule change context
The limited liability company (SRL) is the dominant vehicle for doing business in Romania, registered with the National Trade Register Office (ONRC). Share-capital rules changed in late 2025, raising the floor from the symbolic RON 1 to RON 500 for new SRLs.
Limited liability company (SRL)
Societate cu Răspundere Limitată — most common form; 1–50 shareholders, liability limited to contributionsCompanies Law (Law 31/1990) — https://www.accace.com/company-formation-in-romania/
Joint-stock company (SA)
Societate pe Acțiuni — for larger ventures; minimum 2 shareholders and minimum share capital RON 90,000 RONCompanies Law (Law 31/1990) — https://gsl.org/en/offshore/offshore-zones/eastern-europe/romania-srl/
Authorised natural person (PFA)
Persoană Fizică Autorizată — sole-trader / self-employed registration for individualsEmergency Ordinance (OUG) 44/2008
Branch / representative office
Foreign companies may register a branch (sucursală) or a representative office; a branch has no separate legal personalityCompanies Law (Law 31/1990)
SRL minimum share capital (new companies)
RON 500 for SRLs registered from 18 December 2025 (previously as low as RON 1 between 2020 and 2025)Companies Law (Law 31/1990), as amended 2025 — https://www.mihaiattorneys.com/news-and-insights/romania-share-capital-increase-2026-ron-5000-requirement-explained
SRL share-capital floor for high turnover
Any SRL (new or existing) with net annual turnover above RON 400,000 must hold share capital of at least RON 5,000Companies Law (Law 31/1990), as amended 2025 — https://eurofast.eu/new-rules-on-share-capital-for-romanian-srls-a-guide-for-entrepreneurs/
Incorporation authority
National Trade Register Office (Oficiul Național al Registrului Comerțului, ONRC)Trade Register Law (Law 26/1990) — https://www.onrc.ro
Core incorporation steps
1) Reserve company name at ONRC; 2) draft articles of association; 3) deposit share capital and prove registered office; 4) file with ONRC and obtain registration certificate + unique registration code (CUI)Companies Law (Law 31/1990) — https://investmentinromania.com/2025/10/10/quick-guide-company-incorporation-in-romania-2025/
Incorporation timeline
Typically 5–10 business days once documents are correctly prepared ((approx — varies by registry workload))Companies Law (Law 31/1990) — https://investmentinromania.com/2025/10/10/quick-guide-company-incorporation-in-romania-2025/
Tax registration
Company is assigned a fiscal code (CUI) on incorporation; separate VAT registration required where the RON 395,000 threshold is met or voluntary registration is electedRomanian Fiscal Procedure Code (Law 207/2015) — https://www.accace.com/company-formation-in-romania/
Core annual compliance
Annual financial statements filed with the Trade Register / Ministry of Finance; annual CIT or micro-enterprise return; ongoing monthly/quarterly VAT and payroll (Form 112) filingsAccounting Law (Law 82/1991); Romanian Fiscal Code (Law 227/2015) — https://accace.com/tax-calendar-romania/
Beneficial owner declaration
Companies must declare ultimate beneficial owners (UBO) to the Trade Register on incorporation and on changesAnti-Money-Laundering Law (Law 129/2019)
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