Company Formation in Romania

Entity types, capital and incorporation

• Share-capital rule change context. The limited liability company (SRL) is the usual vehicle for doing business in Romania, registered with the National Trade Register Office (ONRC). Legea 239/2025, published in Monitorul Oficial Part I no. 1160 of 15 December 2025, set new minimum capital for SRLs from its entry into force: RON 500 for a new SRL and RON 5,000 for an SRL whose prior-year net turnover is above RON 400,000 (art. VI). The law has no general commencement article, so it entered into force 3 days after publication, on 18 December 2025 (Constitution art. 78). ONRC's announcement of 17 December 2025 gives the same date for art. VI. Only listed provisions start later (for example arts. II and III on 1 January 2026, art. XI(2)). (Legea 239/2025, ONRC copy, https://www.onrc.ro/documente/legislatie/Legea%20239%20_%202025%20-%202.pdf; Constitution of Romania art. 78, https://cdep.ro/ords/pls/dic/site2015.page?den=act2_1&par1=3; ONRC press announcements 2025, https://onrc.ro/index.php/ro/comunicate-de-presa-2025-arhiva)
• Limited liability company (SRL). Societate cu răspundere limitată. At most 50 associates (Law 31/1990 art. 12). Associates are liable only up to the subscribed capital (art. 3(3)). A single associate may own it and then takes the decisions of the general meeting (art. 13(1)). Capital is divided into equal shares (părți sociale) that cannot be negotiable securities (art. 11). (Law 31/1990, ONRC consolidated text, https://www.onrc.ro/documente/legislatie/LEGE%2031%20_%201990%20actualizat%C4%83.docx)
• SRL minimum share capital, new companies. RON 500 for an SRL formed from 18 December 2025 (Legea 239/2025 art. VI(2)). (Legea 239/2025)
• SRL share-capital floor for high turnover. RON 5,000 where net turnover in the previous year's annual financial statements is above RON 400,000 (Legea 239/2025 art. VI(1)). The SRL must raise its capital by the end of the financial year after the one in which the higher turnover shows (art. VI(3)). The capital does not fall back if turnover later drops (art. VI(4)), and it can be cut below the minimum only if raised again at the same time (art. VI(5)). (Legea 239/2025)
• Existing SRLs. SRLs already on the register must raise their capital to the minimum set under art. VI(1) by amending their articles within 2 years of the law's entry into force on 18 December 2025 (Legea 239/2025 art. VI(6)). Art. VI(1) states a figure only for an SRL whose prior-year net turnover is above RON 400,000: RON 5,000. The RON 500 figure in art. VI(2) is written for newly formed SRLs, and no provision of the law sets a deadline for an existing SRL at or below RON 400,000 to reach RON 500. If an SRL does not, the court dissolves it at the request of any interested person or of ONRC (art. VI(8)), unless the capital is brought up to the minimum before the dissolution ruling becomes final (art. VI(9)). An SRL that raises its capital for this purpose by 31 December 2026 pays 50% less for publishing the change in Monitorul Oficial Part IV (art. VI(7)). (Legea 239/2025)
• SRL capital paid in. Cash contributions are compulsory at formation; work or services cannot form capital (Law 31/1990 art. 16(1), (4)). An SRL pays in 30% of the subscribed capital within 3 months of registration and before it trades in its own name. The rest is paid within 12 months of registration for cash and within 2 years for contributions in kind (art. 9^1(2)). With a single associate, a contribution in kind is valued by an expert (art. 13(3)). (Law 31/1990)
• Net assets and dividends (from Legea 239/2025). A company whose approved annual financial statements show net assets below half the subscribed capital may pay dividends from the current year's profit only after restoring net assets to that level (Law 31/1990 art. 69^1(2), added by Legea 239/2025 art. XXIV pt. 2). It also may not repay shareholder loans while in that position (art. 67(24)); a breach is fined RON 10,000 to RON 200,000 (art. 67(26)). (Legea 239/2025 art. XXIV)
• Joint-stock company (SA). Societate pe acțiuni, for larger ventures. A company with legal personality has at least 2 associates unless the law provides otherwise (Law 31/1990 art. 4). Minimum share capital RON 90,000, which the Government may update at most every two years to keep it equal to EUR 25,000 (art. 10(1)). Where all founders subscribe the capital at once, at least 30% is paid in at formation, the rest within 12 months for cash and 2 years for contributions in kind (art. 9(2)). (Law 31/1990)
• Authorised natural person (PFA). Persoană fizică autorizată: a business without legal personality run by an individual who mainly uses their own labour (OUG 44/2008 art. 2(i)). It registers before it starts trading (Law 265/2022 art. 87). For its income tax and contributions see ro-income-tax and ro-cas-cass. (OUG 44/2008, ONRC copy, https://www.onrc.ro/documente/legislatie/15.11.2017/OUG%20NR.%2044%20-%202008.docx)
• Branch. A branch (sucursală) has no legal personality. It registers in the trade register of the county where it will operate before it starts (Law 31/1990 art. 43(1)). (Law 31/1990)
• Incorporation authority. The National Trade Register Office (Oficiul Național al Registrului Comerțului, ONRC), under Law 265/2022 on the trade register, which replaced Law 26/1990. A company files its registration application within 15 days of signing its articles of association (Law 265/2022 art. 87). (Law 265/2022, ONRC copy, https://www.onrc.ro/documente/legislatie/LEGEA%20nr.%20265%20_%202022.docx)
• Core incorporation steps. 1) Check and reserve the name at ONRC; the reservation proof is valid for one month (Law 265/2022 art. 50(1), (6); Law 31/1990 art. 17(1)). 2) Draft the articles of association; ONRC offers template articles for online formation (Law 265/2022 art. 42(1)). 3) Pay in capital as above and state the registered office in the application (Law 265/2022 art. 72(1)(c)). 4) File with ONRC; the registrar admits the application and the company gets its registration number, EUID and unique registration code (CUI) (Law 265/2022 arts. 84(5), 107). The founders also file the beneficial owner declaration (below). (Law 265/2022; Law 31/1990)
• Incorporation timeline. The registrar decides the application on the documents within one working day of its registration (Law 265/2022 art. 105(1)). If documents are missing, the registrar gives time to complete them (art. 106). The registration decision is published in the trade register's electronic bulletin within 3 working days, free of charge (art. 15(3), (4)), and an extract is sent to Monitorul Oficial within 3 working days (art. 16(1)(a), (3)). (Law 265/2022)
• Registration fees. No taxes or fees are charged for registration in the trade register or for later entries of changes (Law 265/2022 art. 44, covering the operations in arts. 41 and 43). (Law 265/2022)
• Tax registration. The company's CUI is assigned on registration and serves as its fiscal code. VAT registration is separate: a Romanian business must register if its annual turnover goes above 395,000 lei, or may opt in (Fiscal Code arts. 310(1), 316). See ro-vat-return. (Law 265/2022 art. 84(5); ro-vat-return)
• Company tax regime. A company pays profit tax at 16%, or the micro-enterprise tax at 1% of revenue if it meets the conditions, including revenue not above EUR 100,000 and at least one employee. A new company may opt for the micro regime from its first year if the shareholder conditions are met at registration and it hires an employee within 90 days (Fiscal Code art. 48(3)). Dividends distributed from 1 January 2026 are taxed at 16%. See ro-corporate-income-tax. (ro-corporate-income-tax)
• Core annual compliance. Companies file their annual financial statements with the Ministry of Finance within 150 days of the financial year end; a company that has not traded since formation files a declaration instead (Law 82/1991 art. 36(1)(a), (2)). Profit tax: the D101 return and final payment for 2026 are due by 25 June 2027 (Fiscal Code art. 42). Payroll: the monthly D112 return (see ro-payroll-social). VAT: monthly or quarterly D300 returns due on the 25th (see ro-vat-return). (Law 82/1991, ANAF copy, https://static.anaf.ro/static/10/Anaf/legislatie/Legea_82_1991.pdf; ro-corporate-income-tax)
• Beneficial owner declaration. A company files a declaration of its beneficial owners at registration and whenever they change, within 15 days of the change (Law 129/2019 art. 56(1), (3)). Including the beneficial owners' details in the articles at registration meets the first duty (art. 56(7)). A company with shareholders in non-cooperative or high-risk jurisdictions also files the declaration every year (art. 56(1^3)). (Law 129/2019, ONRC consolidated text to 26.5.2025, https://www.onrc.ro/documente/legislatie/Nou%20Legea%20129%20modificat%C4%83%2026_05_2025.docx)

Sources

Source	URL	Read on
Legea 239/2025 (Monitorul Oficial no. 1160 of 15 December 2025), art. VI and art. XXIV, ONRC copy	https://www.onrc.ro/documente/legislatie/Legea%20239%20_%202025%20-%202.pdf	2026-10-30
Constitution of Romania, art. 78 (entry into force of laws 3 days after publication)	https://cdep.ro/ords/pls/dic/site2015.page?den=act2_1&par1=3	2026-10-30
ONRC announcement of 17 December 2025 on Legea 239/2025 (art. VI in force from 18.12.2025)	https://onrc.ro/index.php/ro/comunicate-de-presa-2025-arhiva	2026-10-30
Legea 239/2025, ANAF copy (same text)	https://static.anaf.ro/static/10/Anaf/legislatie/L_239_2025.pdf	2026-10-30
Law 31/1990 on companies (Legea societăților), ONRC consolidated text: arts. 3, 4, 9, 9^1, 10, 11, 12, 13, 16, 17, 43	https://www.onrc.ro/documente/legislatie/LEGE%2031%20_%201990%20actualizat%C4%83.docx	2026-10-30
Law 265/2022 on the trade register, ONRC copy: arts. 15, 16, 42, 44, 50, 72, 84, 87, 105, 106, 107	https://www.onrc.ro/documente/legislatie/LEGEA%20nr.%20265%20_%202022.docx	2026-10-30
OUG 44/2008 (PFA, II, IF), ONRC copy: art. 2	https://www.onrc.ro/documente/legislatie/15.11.2017/OUG%20NR.%2044%20-%202008.docx	2026-10-30
Law 129/2019 (anti-money laundering), ONRC consolidated text to 26.5.2025: art. 56	https://www.onrc.ro/documente/legislatie/Nou%20Legea%20129%20modificat%C4%83%2026_05_2025.docx	2026-10-30
Law 82/1991 on accounting, republished, ANAF copy: art. 36	https://static.anaf.ro/static/10/Anaf/legislatie/Legea_82_1991.pdf	2026-10-30
ONRC, national legislation list	https://www.onrc.ro/index.php/ro/legislatie/legislatie-nationala	2026-10-30
Pack skills for the tax figures: ro-corporate-income-tax (Fiscal Code arts. 17, 42, 47, 48, 51), ro-vat-return (arts. 310, 316), ro-payroll-social	skills/international/romania/	2026-10-30

Not yet confirmed: how ONRC and the courts apply art. VI(6) to existing SRLs at or below RON 400,000 turnover (ONRC's 17 December 2025 announcement restates the article without addressing them; legislatie.just.ro did not load); the RON 1 minimum that applied from 2020 to 2025 (the amending Law 223/2020 was not read); the fee for name reservation and the Monitorul Oficial Part IV publication tariff; the representative office of a foreign company (not covered by Law 31/1990; its authorisation rules were not read); practical timelines beyond the one-working-day decision (the earlier version said 5 to 10 business days); the date of the ANAF consolidation of Law 82/1991 and the current fines for late financial statements.