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Romania Business Formation

Register a Company in Romania Low Costs, Low Rates

A Romanian SRL can be registered online for little more than a publication fee, with RON 500 of capital, and small companies with an employee pay 1% tax on revenue. US owners still need careful tax planning.

In short

The usual company is the SRL (limited liability company): RON 500 (about €95) minimum capital for new companies since December 2025, rising to RON 5,000 once turnover passes RON 400,000. It is registered with the trade register ONRC, online with a qualified e-signature or through a representative, usually in 3–5 working days; no notary is needed for standard articles, and the only state cost is the Official Gazette fee of about RON 150. The administrator can live abroad. Corporate tax is 16%, or 1% of revenue for micro-enterprises with revenue up to €100,000 and at least one employee. Dividends are taxed at 16% from 2026 (10% for US residents under the treaty). VAT is 21%, with an exemption up to RON 395,000. All invoices go through RO e-Factura. US owners usually file Form 5471, and both Romanian rates fall below the US high-tax threshold. A company does not give you residence by itself.

Romanian company: key facts

Last verified 28 September 2026
Usual company typeSRL (limited liability company): RON 500 (≈ €95) minimum capital for new companies since 18 December 2025; RON 5,000 once turnover exceeds RON 400,000# Source: Romania introduces key legal changes affecting corporate and M&A transactions - CMS · New legislation with impact on corporate M&A matters in Romania - Wolf Theiss
RegistrationOnline at the trade register (ONRC) with a qualified e-signature or through a representative; no notary needed for standard articles; registration itself is free — only the Official Gazette publication fee (about RON 150); usually 3–5 working days# Source: Cum faci înregistrarea unui SRL online la ONRC - Bono · Costuri pentru înființarea unui SRL în România: Ghid complet pentru 2026 - Bono
AdministratorAt least one administrator, who may be a foreigner living abroad# Source: Cum înființezi un SRL în România dacă ești cetățean străin - StartCo
Corporate tax16% on profit# Source: Romania - Corporate - Taxes on corporate income - PwC Worldwide Tax Summaries
Micro-enterprise tax1% of revenue for companies with revenue up to €100,000 (2026) and at least one employee; a shareholder with more than 25% can use it in only one company# Source: Ghid practic: impozitarea microîntreprinderilor începând cu 1 ianuarie 2026 - Fiscalitatea.ro · Romania - Corporate - Taxes on corporate income - PwC Worldwide Tax Summaries · Microîntreprinderea în 2026 - Contzilla
Dividend tax16% from 1 January 2026 (10% in 2025, 8% before)# Source: PwC Worldwide Tax Summaries - Romania Individual: Income determination · Romanian tax changes introduced by new fiscal and budgetary measures - EY
Dividend withholding16% from 2026; 10% for US residents under the treaty# Source: Law No. 141/2025 on some fiscal-budgetary measures - PwC Romania · Romania - Corporate - Withholding taxes - PwC Worldwide Tax Summaries
VAT21% standard since August 2025 (11% reduced); small businesses are exempt up to RON 395,000 (≈ €75,000) of turnover since September 2025# Source: Law No. 141/2025 on some fiscal-budgetary measures - PwC Romania · Romania raises VAT exemption threshold for small businesses - Romania Insider
E-invoicingAll invoices go through RO e-Factura within 5 working days (B2B since 2024, B2C since 2025); small companies also file SAF-T (D406) since 2025# Source: eInvoicing in Romania - European Commission · Romania e-invoicing and digital reporting - Fonoa
Beneficial ownersDeclared at incorporation and updated within 15 days of any change# Source: Declaration of the ultimate beneficial owner in Romania - Accace
Annual accountsFiled electronically with the tax administration (ANAF), not the trade register# Source: Ghid privind întocmirea și utilizarea documentelor financiar-contabile - ANAF
Sole trader (PFA/ÎI)In practice open only to Romanian/EU citizens and residents; non-EU founders normally use an SRL estimate# Source: Înființare PFA cetățean străin - StartCo
US tax treatySigned 1973, in force since 1976; dividend withholding capped at 10%; the US still taxes its citizens (saving clause)# Source: IRS - Romania Technical Explanation (1973)
US filing for an SRLUS owners of 10% or more usually file Form 5471; an SRL can elect its US tax classification (Form 8832), an SA cannot# Source: Instructions for Form 5471 - IRS · 26 CFR 301.7701-2 Business entities; definitions - eCFR
US anti-deferral taxGILTI is renamed NCTI from 2026; the high-tax exception still needs 18.9%, so Romania's 16% and 1% rates do not qualify — get US advice# Source: GILTI replaced by NCTI in 2026 - Online Taxman · Greenback Tax Services - GILTI high-tax exception (NCTI 2026)

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Not American?

Canadians, Australians, Brits and other non-EU citizens: the same rules apply

Romanian company law is the same for every foreign founder. A few points differ for Americans:

  • Canada
  • Australia
  • New Zealand
  • United Kingdom
  • Japan
  • South Korea
  • + other visa-free countries
Living in RomaniaA company does not give you residence; founders need a business visa (D/AC) with investment and jobs, or another route.
Tax treatyThe 1973 US–Romania treaty cuts dividend withholding from 16% to 10%.
Documents from abroadNeed an apostille; the US, Canada (since 11 Jan 2024), the UK, Australia and NZ issue them. Powers of attorney signed in the US need an apostille and a sworn Romanian translation.Source: HCCH: Apostille Convention status table

At a Glance

Romanian Company Formation in Numbers

RON 500Minimum SRL capital for new companies (≈ €95)
1%Micro-enterprise tax on revenue (up to €100,000, 1+ employee)
16%Corporate tax on profit — and dividend tax from 2026
21%Standard VAT rate since August 2025

Why Romania

Why Americans Register Companies in Romania

Romania combines low formation costs, online registration, a 1% revenue tax for small companies with staff, a flat 10% income tax for employees and a skilled, lower-cost workforce inside the EU single market. Bucharest, Cluj-Napoca, Timișoara and Iași all have strong IT sectors.

The trade-offs: paperwork in Romanian, a currency that is not the euro (€1 ≈ RON 5.28), mandatory e-invoicing and SAF-T reporting, frequent tax changes — the dividend tax has doubled since 2024 — and US tax rules that do not favour low-taxed foreign companies.

Business Structures

Which Entity Type Is Right for You?

Most Common

Limited Liability Company

SRL — Societate cu Răspundere Limitată

One or more shareholders, liability limited to capital. Registered online without a notary for standard articles; a person may own several SRLs. Can elect its US tax classification.

Min. capital
RON 500 (RON 5,000 above RON 400,000 turnover)
Administrator
1+, may live abroad
Larger Businesses

Joint-Stock Company

SA — Societate pe Acțiuni

For larger businesses and listings on the Bucharest Stock Exchange. Always a corporation for US tax.

Min. capital
RON 90,000 (30% at start)
Sole Traders

Sole Trader

PFA / ÎI

In practice open only to Romanian/EU citizens and residents; non-EU founders normally use an SRL. The owner is personally liable.

Liability
Unlimited
Foreign Companies

Branch or Representative Office

Sucursală / Reprezentanță

A branch is part of the foreign parent; a representative office may only promote and liaise. A subsidiary SRL is usually preferred.

Corporate Tax

Romania's Corporate Tax — Standard and Micro-Enterprise

The standard rate is 16% on profit. Micro-enterprises pay 1% of revenue instead — from 2026 the revenue limit is €100,000 (it was €250,000 in 2025), the company needs at least one employee, and a shareholder with more than 25% can use the regime in only one company. Once the limit is exceeded, profit tax applies from that quarter and the company cannot return. The 0.5% minimum turnover tax only affects companies with more than €50 million of turnover and ends in 2027.

16%Standard corporate tax
1%Micro-enterprise tax on revenue
16%Dividend tax (10% under the US treaty)
10%Income tax on salaries
The US–Romania tax treaty

Signed 1973, in force since 1976; dividend withholding capped at 10%; the US still taxes its citizens (saving clause). 16% from 2026; 10% for US residents under the treaty.

US citizens & Green Card holdersUS tax obligations for Romanian company owners

US citizens and Green Card holders are taxed on worldwide income. US owners of 10% or more usually file Form 5471; an SRL can elect its US tax classification (Form 8832), an SA cannot. GILTI is renamed NCTI from 2026; the high-tax exception still needs 18.9%, so Romania's 16% and 1% rates do not qualify — get US advice. Report Romanian accounts on the FBAR.

Step by Step

How to Register a Company in Romania

  1. Plan the structure and tax regime

    SRL, micro-enterprise or 16% profit tax — and the US classification (Form 8832) before you start.

  2. Reserve the name and choose activities

    Reserve the name with ONRC and pick the activity codes (CAEN) for the articles of association.

  3. Sign the articles

    A private signature is enough for standard articles. Sign online with a qualified e-signature or give a Romanian representative an apostilled, translated power of attorney.

  4. Prove the registered office

    A lease, loan-for-use agreement or title deed for a Romanian address; domiciliation services are common.

  5. File with ONRC

    Online through the ONRC portal, with the beneficial-owner declaration. Registration is free; the Official Gazette fee (about RON 150) is paid after the registrar accepts the file. Usually 3–5 working days; the tax number (CUI) comes with the certificate.

  6. Bank, VAT and staff

    Open a business account (banks usually want to meet you), register for VAT if needed, connect to e-Factura and hire your first employee within 30 days if you want the micro regime.

Want to live in Romania and run the company? See the residence routes on our Romania page.

Costs & Fees

What Does It Cost to Register a Company in Romania?

Cost itemNotesAmount
ONRC registrationFree since 2022; Official Gazette publication fee onlyabout RON 150 (≈ €30)
Share capitalSRL minimum (stays in the company)RON 500 (≈ €95)
Registered officeDomiciliation serviceabout €50–150 a year (more for premium addresses)
AccountingSmall SRL, monthly bookkeepingabout RON 300–800 a month (≈ €60–150)

Official fees 2026; market prices vary. Sources: ONRC and accounting-firm price lists (see the fact-check register)

After Registration

Post-Registration Requirements

  • E-invoicing and SAF-T

    All invoices go through RO e-Factura within 5 working days (B2B since 2024, B2C since 2025); small companies also file SAF-T (D406) since 2025.

  • VAT

    21% standard since August 2025 (11% reduced); small businesses are exempt up to RON 395,000 (≈ €75,000) of turnover since September 2025. Returns are monthly, or quarterly for turnover up to €100,000.

  • Taxes

    Micro-enterprise or profit tax is paid quarterly by the 25th of the following month; the annual profit tax return is due by 25 June.

  • Annual accounts

    Filed electronically with the tax administration (ANAF), not the trade register.

  • Beneficial owners

    Declared at incorporation and updated within 15 days of any change.

  • Employees

    Contracts go into the REVISAL register and contributions are declared monthly (25% + 10% employee, 2.25% employer).

Expert Notes

What Americans Should Know Before Registering in Romania

  • The 1% rate needs an employee — and suits only small companies

    Above €100,000 of revenue you move to 16% profit tax for good.

  • Watch NCTI

    Both 1% and 16% are below the US 18.9% high-tax threshold. Get US advice on check-the-box and the § 962 election before you start.

  • Dividends cost more from 2026

    16% in Romania, cut to 10% for US residents under the treaty — plan how you will take money out.

  • A company does not give you residence

    Living in Romania needs a D visa — a business visa with investment and jobs, the digital nomad visa or another route.

  • The 0% IT tax is gone

    Employees, including IT staff, pay the flat 10% income tax since January 2025.

Registering a Romanian company is right for you if…

  • You want a low-cost EU company with online registration.
  • You can work with a Romanian accountant for e-Factura, SAF-T and monthly filings.
  • You have US tax advice on Form 5471, NCTI and check-the-box.
  • You have a residence plan if you will live in Romania.

We work with Romanian lawyers and accountants who set up companies for American founders and coordinate with US tax advisers. Before engaging any firm, check its client reviews on LocalVouch.

FAQ

Frequently asked questions

What is the minimum capital for a Romanian SRL?

RON 500 (about €95) for companies formed since 18 December 2025. Companies with turnover above RON 400,000 must have at least RON 5,000; existing companies have until 18 December 2027 to comply.

Do I need a notary to set up an SRL?

No, not for standard articles — a private signature is enough, and you can file online with a qualified e-signature. A notary is needed, for example, when real estate is contributed to the company.

What is the corporate tax rate in Romania?

16% on profit, or 1% of revenue for micro-enterprises with revenue up to €100,000 and at least one employee (2026).

How are dividends taxed?

16% from 1 January 2026, for residents and non-residents. US residents can claim the 10% treaty rate with a certificate of US tax residence.

Does owning a Romanian company give me residence?

No. You need a long-stay D visa — for founders the business visa (D/AC), which requires an approved business plan, investment and new jobs.

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Written by US GO EU Team RomaniaResearched from official Romanian sources · How we research and update

✓ Facts verified 28 September 2026

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