Navigating Company Registration in Romania: A Strategic Guide for Global Investors

Romania presents a compelling gateway to European markets, offering foreign investors substantial growth opportunities through its strategic location and business-friendly environment. The country's thriving IT sector, in particular, provides attractive investment incentives, including a 0% income tax rate for IT&C employees earning up to 10,000 Romanian Leu monthly. Additionally, investors establishing manufacturing facilities or offices in industrial, scientific, or technological parks can benefit from local tax exemptions.

Business Entity Options in Romania

Foreign investors enjoy equal rights with Romanian nationals when establishing business operations. Romania offers five primary business structures, each with distinct legal and tax implications. Selecting the appropriate entity type depends on your specific operational needs and risk tolerance.

General Partnership (SNC)

No minimum share capital requirement
Requires at least two partners
Partners bear unlimited joint liability for partnership obligations

Limited Partnership (SCS)

No minimum capital threshold
Must include at least one general partner and one limited partner
Limited partners have no management rights and liability limited to their contributions
General partners maintain management control with unlimited liability

Limited Liability Company (SRL)

Minimum capital requirement of 1 Romanian Leu
Accommodates 1 to 50 shareholders
Shareholder liability limited to capital contributions

Joint Stock Company (SA)

Minimum capital requirement equivalent to €25,000
Requires minimum two shareholders
Shareholder liability restricted to subscribed shares

Partnership Limited by Shares (SCA)

Minimum capital equivalent to €25,000
Requires at least two partners with mixed liability structure
Limited partners have liability capped at share contributions
General partners exercise management control with unlimited liability

Company Registration Process: Step-by-Step Guide

Establishing a Romanian entity involves several key stages that require careful preparation and documentation.

Name Reservation: Secure unique company name approval through the Trade Registry, typically within one business day. Names containing "Romania" require additional approval lasting 2-3 weeks.

Shareholder Requirements: Limited liability and joint stock companies represent the most common structures. Individuals with criminal or tax penalties cannot serve as shareholders. Corporate shareholders must provide notarized documents including establishment resolutions, articles of association, and financial statements.

Capital Requirements: Minimum capital stands at 200 Leu for SRLs and 90,000 Leu for SAs. Contributions can include cash or assets.

Registered Address: Provide proof of business premises through purchase/lease agreements, property deeds, or temporary address services from authorized law firms.

Commercial Registration: Submit documentation to the National Trade Register Office for business registration certificate issuance within approximately three days.

VAT Registration: Companies meeting turnover thresholds must register for VAT with the National Agency for Fiscal Administration, which reviews shareholder compliance and business activities.

Market Entry Strategies for Foreign Companies

International businesses typically choose among three establishment approaches when entering the Romanian market.

Subsidiary Formation: Creates separate legal entity with independent tax obligations and management structure. This approach enhances commercial credibility while limiting parent company liability.

Branch Office Establishment: Extends parent company operations without creating separate legal entity. The foreign parent retains full liability for branch activities while complying with local registration requirements.

Representative Office: Suitable for non-revenue generating activities like market research or product展示. Requires commercial registration but exempt from local accounting and taxation obligations.

Understanding Romanian Corporate Legislation

Romania's Companies Law provides the primary legal framework governing business entities, supplemented by the Foreign Investment Law and National Trade Register Office regulations. These statutes outline requirements for establishment, registration, taxation, and dissolution of business entities. Companies must maintain awareness of evolving regulations concerning corporate governance, shareholder rights, and director responsibilities. Regular legal compliance reviews help mitigate risks and ensure sustainable operations.

Alternative Employment Solutions Without Entity Establishment

For organizations seeking Romanian talent without establishing a legal entity, SailGlobal offers comprehensive employment solutions that ensure full compliance with local labor regulations while minimizing administrative burdens.

Romania Company Registration Guide 2024: Business Setup & Legal Requirements