~€40
Minimum share capital for a Romanian SRL — 200 RON, the lowest in the EU; combined with very low formation costs makes Romania the most accessible EU formation
1%
Micro-enterprise revenue tax rate for qualifying companies with at least one employee and annual turnover below €100,000 (reduced from €250,000 as of January 2026) — one of the most competitive SME tax rates in the world
0%
Flat personal income tax rate in Romania, applying to all employees including IT — the former 0% IT-sector exemption was abolished as of January 2025
Why Americans Register Companies in Romania
Romania's cost-performance ratio for EU business is unmatched. The combination of very low formation costs, among the EU's most competitive tax structures for small businesses, an English-speaking professional workforce at a fraction of Western European salary levels, and full EU single market access makes Romania the default choice for American founders who want to maximise operational value in the EU. Bucharest's IT sector remains particularly notable — years of the (now-abolished) 0% personal income tax exemption for IT employees helped create a deep and self-sustaining technology talent pool that continues to compete with Eastern European counterparts in Warsaw, Prague, and Budapest, even though the exemption itself ended in January 2025.
Romania's economy has grown consistently over the past two decades, driven by EU accession, foreign direct investment, and a rapidly expanding services sector. Bucharest, Cluj-Napoca, Timișoara, and Iași have each developed distinct commercial ecosystems — with Cluj-Napoca in particular emerging as one of Europe's most innovative mid-sized tech cities. Romania uses the Romanian leu (RON) and is not a Eurozone member, though it has a pending commitment to euro adoption when macroeconomic conditions are met. For businesses targeting the Balkan corridor, Black Sea region, or Eastern European markets, Romania's geographical position adds significant strategic value beyond the EU single market.
Business StructuresWhich Entity Type Is Right for You?
Romanian company law offers several structures. The SRL (Societate cu Răspundere Limitată) is the clear and universal choice for foreign entrepreneurs and American business owners — the lowest minimum share capital in the EU (200 RON / ~€40), limited liability, and well-understood governance. The SRL Unipersonală (single-shareholder variant) is available for solo founders.
Most Popular★ Recommended for Americans
Limited Liability Company
SRL — Societate cu Răspundere Limitată
The standard structure for SMEs and foreign entrepreneurs. Liability limited to contributed capital. Minimum share capital of just 200 RON (approximately €40) — the lowest absolute minimum in the EU. Single-shareholder variant (SRL Unipersonală) available. Registered with the National Trade Register Office (ONRC). Notarization of Articles of Association mandatory. Eligible for Romania's micro-enterprise revenue tax regime if qualifying conditions are met.
Larger Businesses
Joint-Stock Company
SA — Societate pe Acțiuni
For larger businesses seeking institutional investment or a listing on the Bucharest Stock Exchange (BVB — Bursa de Valori București). Can issue shares to the public. Requires minimum share capital of 90,000 RON (approximately €18,000) with at least 30% paid up at formation. Mandatory two-board governance structure (Board of Directors / Supervisory and Management Boards). Not suitable for most initial foreign registrations.
Sole Traders
Sole Proprietorship
ÎI — Întreprindere Individuală
For individuals operating as sole traders. Registered through the ONRC separately from the SRL registration process. The owner bears unlimited personal liability for all business obligations. Generally requires Romanian residency for non-EU nationals — the SRL Unipersonală provides equivalent simplicity for solo founders with the critical benefit of limited liability protection.
Foreign Companies
Branch / Representative Office
Sucursală / Reprezentanță
A Branch (Sucursală) allows a foreign company to operate in Romania as an extension of the parent entity — not a separate legal entity. A Representative Office (Reprezentanță) can only conduct promotional and liaison activities. Both must be registered with the ONRC. For liability isolation and access to Romanian tax regimes, a subsidiary SRL is generally preferred over a branch for American companies establishing a Romanian presence.
Romania's Three-Tier Tax Structure — Standard, Micro, and IT Exemption
Romania's corporate tax framework offers two distinct tiers that affect different types of businesses in fundamentally different ways. The standard 16% flat CIT applies to all standard companies. The micro-enterprise revenue tax — applied to qualifying small companies (turnover below €100,000, with at least one employee, as of the January 2026 reform) at a flat 1% of revenue rather than profit — produces one of the lowest effective tax rates on SME earnings anywhere in the developed world. Note that the 0% personal income tax exemption for IT sector employees — once a structural talent-cost advantage — was abolished effective January 2025; IT employees now pay the standard flat 10% rate.
Romanian Tax — Three Tiers That Change Everything for Small Businesses
Romania Tax Framework
16%
Standard CIT (impozit pe profit) — flat rate on taxable profit for companies above the micro-enterprise threshold or that have opted out of the micro-enterprise regime
1%
Micro-enterprise revenue tax (impozit pe veniturile microîntreprinderilor) — applied on revenue (not profit) for qualifying companies with annual turnover below €100,000 (cut from €250,000 as of January 2026) and at least one employee
0%
Flat personal income tax rate for all employees, including IT sector staff — the former Romania-specific 0% IT exemption was abolished effective January 2025
Romania uses the Romanian leu (RON) and is an EU member but not a Eurozone member. FX conversion applies for euro-denominated transactions. Romania has an active double taxation treaty with the United States. Dividend withholding tax is 16% for both resident and non-resident shareholders as of January 2026 (raised from 10% in 2025, and 8% before that — reducible under an applicable tax treaty). The standard VAT rate is 21% (raised from 19% effective August 1, 2025), with a single simplified reduced rate of 11% replacing the former 9%/5% split for most goods and services. Romania's micro-enterprise regime was reformed in 2023 with more restrictive eligibility conditions, and tightened further from January 2026 (turnover threshold cut to €100,000, the 3% no-employee rate abolished). Note: the 0% IT income tax exemption that previously applied to employees in software development, systems analysis, and other qualifying IT roles at companies with CAEN code 6201 and other specified activity codes was abolished effective January 2025. Confirm current tax treatment with a Romanian tax advisor, as both the CIT/micro-enterprise regimes and personal income tax rules have seen frequent legislative changes.
⚠️ US Tax Obligations Apply to Romanian Company Owners — Both Tax Regimes Create GILTI Issues
US citizens and Green Card holders are taxed by the United States on worldwide income regardless of where their business is incorporated. Owning a Romanian SRL creates US filing obligations including FBAR reporting for Romanian bank accounts over $10,000 and Controlled Foreign Corporation (CFC) reporting. At the 16% standard CIT rate, Romanian profits fall marginally below the GILTI high-tax exclusion threshold of 18.9% — meaning undistributed profits may be included in the US owner's taxable income annually under GILTI rules. At the 1% micro-enterprise rate, GILTI inclusion is essentially certain. Both regimes require careful US cross-border tax planning. The 16% CIT case is similar to Lithuania (15%) and Ireland (12.5%) — the effective rate is close enough to the GILTI threshold that structuring can significantly affect the outcome. Engage a US international tax advisor with Romanian SRL experience before incorporating.
How to Register a Company in Romania
Registering an SRL in Romania involves notarizing the Articles of Association (Act Constitutiv), depositing share capital, and submitting the registration application to the National Trade Register Office (ONRC — Oficiul Național al Registrului Comerțului). Romania has an online registration portal, but for non-residents, working with a Romanian attorney to handle submission through the ONRC's electronic system is the standard approach. Processing typically takes 3 to 7 business days.
1
Choose Your Business Structure and Tax Regime
For most foreign entrepreneurs and Americans, the SRL is the correct choice. Before proceeding, engage a Romanian tax advisor to determine whether your company will qualify for the micro-enterprise revenue tax regime (a flat 1% of revenue) or whether it will be subject to standard 16% CIT. The micro-enterprise regime has specific eligibility conditions — including annual revenue below €100,000 (cut from €250,000 as of January 2026), at least one employee, restrictions on the shareholder structure, and specific business activity requirements — that have been progressively tightened since 2023. Also engage a US cross-border tax advisor to understand the GILTI implications of each regime before incorporating.
Decision + tax regime assessment
2
Choose and Reserve Your Company Name
The company name must be unique within the Romanian National Trade Register (Registrul Comerțului) and must comply with Romanian naming regulations. Check name availability through the ONRC portal (onrc.ro) and reserve the name online — name reservation provides exclusivity during the registration process. The name must include the entity type designation "Societate cu Răspundere Limitată" or "S.R.L." in full or abbreviated form. Certain restricted words require regulatory pre-approval. Your Romanian attorney checks name availability and handles reservation as part of the formation engagement.
ONRC online name reservation
3
Draft and Notarize the Articles of Association (Act Constitutiv)
Draft the Articles of Association (Act Constitutiv) — the founding document of the SRL — outlining the company's name, registered office address in Romania, business activities (CAEN codes — Clasificarea Activităților din Economia Națională), share capital, partner structure, and management arrangements. The Act Constitutiv must be notarized by a Romanian public notary (notar public). Non-residents who cannot attend in person can grant a notarized, apostilled power of attorney to a Romanian representative. All documents must be in Romanian. Your Romanian attorney drafts the Act Constitutiv in compliance with Romanian company law.
Notarization mandatory — Romanian language
4
Open a Romanian Bank Account and Deposit Share Capital
Open a corporate bank account with a Romanian bank and deposit the minimum share capital of 200 RON (approximately €40) before submitting the ONRC registration application. The bank issues a certificate confirming the deposit required for the ONRC submission. Major Romanian banks include Banca Transilvania, BCR (Banca Comercială Română), BRD Groupe Société Générale, and ING Bank Romania. AML due diligence for non-resident founders applies — allow time for this step and prepare documentation on ownership structure and business purpose. Some non-resident founders use EU-licensed fintech business accounts initially while establishing traditional Romanian banking.
200 RON minimum (~€40)
5
Submit Registration to the ONRC
Submit the complete registration application to the National Trade Register Office (ONRC — Oficiul Național al Registrului Comerțului) — either online through the ONRC electronic portal (onrc.ro) or at a local ONRC office. The application includes the notarized Act Constitutiv, bank deposit certificate, Declaration of Beneficial Owners (Declarație privind Beneficiarul Real), identification documents of shareholders and administrators, and proof of registered office address. Once approved, the company receives its registration number, a unique fiscal identification code (CIF — Cod de Identificare Fiscală), and is entered in the Registrul Comerțului. Standard processing takes 3 to 7 business days.
3–7 business days / CIF issued automatically
6
Register for VAT (TVA) with ANAF if Applicable
Register the company for VAT (TVA — Taxa pe Valoarea Adăugată) with the Romanian National Agency for Fiscal Administration (ANAF — Agenția Națională de Administrare Fiscală) if your expected annual taxable turnover will exceed 300,000 RON (approximately €60,000). Companies below this threshold may voluntarily register for VAT, which can be advantageous for businesses incurring significant input VAT or dealing with other VAT-registered EU companies. The standard Romanian VAT rate is 21% (raised from 19% effective August 1, 2025), with a single simplified reduced rate of 11% for specific categories (replacing the former 9%/5% split). VAT registration is applied for through the ANAF portal (anaf.ro).
300,000 RON threshold (~€60,000)
7
Register with Social Security (ANAF / Casa Națională de Pensii) if Hiring
If your company will hire employees in Romania, register as an employer with ANAF and the Casa Națională de Pensii Publice (CNPP — National House of Public Pensions) for social security contributions. Romanian employer social contributions cover pension (CAS — Contribuția de Asigurări Sociale), health insurance (CASS — Contribuția de Asigurări Sociale de Sănătate), and the Work Insurance Contribution (CAM — Contribuția Asiguratorie pentru Muncă). Note: the 0% personal income tax exemption that previously applied to IT sector employees was abolished effective January 2025 — IT staff are now taxed at the standard flat 10% rate like all other employees. Employment contracts must comply with the Romanian Labour Code (Codul Muncii).
If hiring — IT exemption from day one
What Does It Cost to Register a Company in Romania?
Romania offers the lowest absolute formation costs in the EU — the ~€40 minimum share capital, low ONRC registration fees, and Romania's competitive professional services market make it by far the most affordable EU company formation in this series. Ongoing costs are similarly competitive.
| Cost Item | Notes | Est. Amount |
|---|---|---|
| ONRC registration fee | Government fee for SRL registration with the National Trade Register Office. One of the lowest government registration fees in the EU. | ~RON 200–500 (~€40–100) |
| Notary fees (Act Constitutiv) | Mandatory notarization of the Articles of Association. Romanian notary fees are competitive by EU standards. | RON 500–1,500 (~€100–300) |
| Minimum share capital (SRL) | 200 RON (~€40) — the lowest absolute minimum in the EU. Remains as company capital — not a fee. | 200 RON (~€40) |
| Registered office address | Every Romanian SRL requires a registered office address. Virtual office and registered address services available across Romania's major cities. | RON 600–2,400/yr (~€120–480) |
| Legal & advisory fees | Romanian attorney for Act Constitutiv drafting, ONRC submission, and ANAF registration. Romanian professional rates are among the lowest in the EU. | €200–€800 |
| Accounting & annual compliance | Annual financial statements and tax returns mandatory. Romanian accountancy fees are among the most competitive in Central/Eastern Europe. | €400–€1,500/yr |
Post-Registration Requirements
Romanian companies face standard EU-level ongoing compliance obligations. Annual financial statements must be filed with the ONRC and are publicly accessible. Tax filings are submitted through the ANAF portal. A licensed accountant (contabil) is strongly recommended — and for companies choosing the micro-enterprise regime, the specific monthly revenue declarations must be managed from the first month of operations.
Annual Financial Statements & Tax Returns
All Romanian SRLs must prepare annual financial statements in accordance with Romanian Accounting Standards (Reglementări contabile — OMFP) and file tax returns with ANAF. Micro-enterprise companies file monthly or quarterly revenue declarations (Declarație privind impozitul pe veniturile microîntreprinderilor — D100). Standard CIT companies file annual profit tax returns (Declarație privind impozitul pe profit — D101). Annual financial statements must be filed with ONRC and are publicly accessible. Statutory audit (audit statutar) is required for companies exceeding specific size thresholds.
Corporate Governance — Administrator
A Romanian SRL must have at least one administrator — who can be a foreign national and is not required to reside in Romania. The administrator is registered with the ONRC and bears personal responsibility for the company's legal and tax compliance. Changes to the administrator must be filed with the ONRC through a notary and published in the Official Gazette of Romania (Monitorul Oficial al României). A supervisory board (consiliu de supraveghere) is only required for SAs, not SRLs.
TVA (VAT) Returns
VAT-registered Romanian companies must file periodic TVA returns through the ANAF portal. Monthly filing is mandatory for companies with annual turnover above a threshold; quarterly filing applies to smaller companies. Romania operates a mandatory e-invoicing system (RO e-Factura) for B2B transactions — requiring invoices to be transmitted through the ANAF electronic invoicing infrastructure. This digital reporting requirement is similar to Italy's SDI system and Poland's JPK, and requires compatible accounting software from the first invoicing date.
Beneficial Owner Register (ONRC)
Romania maintains a central beneficial ownership register through the ONRC in line with EU AML directives. A Declaration of Beneficial Owners (Declarație privind Beneficiarul Real) must be submitted at registration and updated within 15 days of any change in beneficial ownership. The declaration identifies individuals who own or control more than 25% of the company. Information is filed with the ONRC and accessible to competent authorities under Romanian AML law.
What Americans Should Know Before Registering in Romania
The micro-enterprise regime is extraordinary — but its 2023 reform tightened the conditions significantly
Romania's micro-enterprise revenue tax at a flat 1% of revenue (with at least one employee) is one of the most competitive small business tax rates anywhere in the developed world — but the eligibility window has narrowed sharply. As of January 1, 2026, the turnover threshold dropped to just €100,000 (from €250,000 previously), meaning a business generating anywhere close to €100,000 in revenue must plan carefully, since exceeding the threshold mid-year triggers standard 16% CIT from that quarter onward with no reverting back. Combined with the 2023 reform's stricter rules on shareholder ownership structures, mandatory employee requirements, and restrictions on companies with shareholders who own multiple micro-enterprises, eligibility should never be assumed. Before relying on the micro-enterprise regime for your Romanian SRL, confirm current eligibility with a Romanian tax advisor who specialises in the current rules.
The IT income tax exemption was abolished in 2025 — don't plan around it
Romania's 0% personal income tax exemption for qualifying IT sector employees was, for over two decades, a statutory entitlement rather than a temporary incentive. That changed effective January 2025: it was abolished as part of a broader budget-deficit-reduction package, and IT employees now pay the same flat 10% personal income tax as every other sector. Even without the exemption, Romania remains cost-competitive for technology teams thanks to lower gross salary levels than Germany, France, or the Netherlands — but the net-salary uplift the exemption used to provide no longer applies. For American companies establishing EU development teams, Romania should still be considered, but budget on standard 10% income tax, not 0%.
RO e-Factura mandatory e-invoicing must be set up before the first B2B invoice
Romania operates a mandatory electronic invoicing system — RO e-Factura — administered by ANAF, requiring B2B invoices to be transmitted through ANAF's electronic infrastructure before being issued to the buyer. Like Italy's SDI and Poland's JPK, this is a mandatory digital reporting requirement — not optional — and requires compatible accounting software that integrates with the ANAF e-invoicing API. Penalties for non-compliance are significant. Your Romanian accountant must set up RO e-Factura-compatible invoicing from the first transaction. The system has been mandatory for B2B transactions since 2024 and is being expanded progressively. Do not issue any B2B invoice without confirming your e-Factura setup is operational.
The RON-EUR exchange rate adds FX risk — similar to Poland's PLN issue
Romania uses the Romanian leu (RON) — it is an EU member with a commitment to Eurozone accession but no confirmed adoption date. The RON trades freely against the euro and has historically shown meaningful volatility — less extreme than currencies like the Czech koruna or Hungarian forint, but still sufficient to create planning complexity for businesses with euro-denominated revenues or costs and a RON operating cost base. Romanian VAT thresholds, share capital requirements, and salary benchmarks are all denominated in RON, creating ongoing FX translation considerations. For businesses operating primarily in the Romanian domestic market in RON, this is minimal. For businesses routing EU euro revenues through a Romanian entity while paying RON costs, model the FX dimension carefully.
Both the 16% CIT and micro-enterprise rates create GILTI exposure for American owners — structuring is essential
At 16%, Romania's standard CIT rate is marginally below the GILTI high-tax exclusion threshold of 18.9% — creating GILTI exposure similar to Lithuania (15%), Ireland (12.5%), and the Netherlands' 19% lower bracket (marginally above). For American owners of Romanian SRLs taxed at the standard 16% CIT rate, careful GILTI election and structuring can significantly mitigate — and in some cases eliminate — the additional US tax layer, but this requires advance planning. At the 1% micro-enterprise rate, GILTI inclusion is essentially certain without specific structuring. The interaction between Romania's exceptionally attractive domestic tax rates and US GILTI rules is one of the central planning challenges for American founders drawn to Romania's low-cost proposition. This planning is manageable — but must happen before incorporation.
Registering a Romanian Company Is Right for You If…
- →You want the EU's most cost-effective company formation — the lowest minimum capital (~€40), lowest formation fees, and lowest ongoing professional costs of any jurisdiction in this series, combined with full EU single market access.
- →You are building a technology team and want to benefit from Romania's lower gross salary levels for software development and technology operations compared to Western Europe (note: the former 0% IT income tax exemption was abolished in January 2025 and no longer applies).
- →Your company qualifies for Romania's micro-enterprise revenue tax at 1% — and you have taken US cross-border tax advice confirming how to structure your ownership to manage GILTI exposure at this rate, which is well below the US GILTI threshold.
- →You are targeting Romania's domestic market, the Balkan corridor, Black Sea region, or using Romania as a cost-competitive Eastern European operational base within the EU single market.
- →You have set up RO e-Factura-compatible accounting software before the first invoice, engaged a Romanian accountant experienced with the post-2023 micro-enterprise regime, and coordinated with a US cross-border tax advisor on GILTI planning for your specific structure.
We work with trusted Romanian corporate attorneys and accountants who specialise in company formation for non-EU nationals. From Act Constitutiv notarization and ONRC registration to ANAF tax enrollment, VAT registration, RO e-Factura setup, and US cross-border tax coordination — we guide you through every step of Romania's cost-efficient formation process. Before engaging any firm, it's worth cross-checking their standing on LocalVouch, an independent directory of verified client reviews for cross-border service providers.