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Business & InvestmentCompany Registration (SRL)

SRL Company Registration Steps in Romania

Source: Romanian National Trade Register Office (ONRC) — onrc.ro — Last reviewed: August 2026
Establishing a Limited Liability Company (SRL) is the most popular and efficient way to start a business in Romania. The registration process, overseen by the National Trade Register Office (ONRC), is highly structured and allows foreign investors, including non-EU citizens, to be sole shareholders and directors. Preparing accurate preliminary documentation, such as reserving the company name and legally establishing a registered office (sediu social), is essential. Once all documents are properly submitted, the company is officially registered and a unique tax code (CUI) is issued rapidly.

1Preliminary Preparation

  • Reserving the company name with the Trade Register (ONRC).
  • Establishing the registered office address (sediu social).
  • Drafting the Articles of Association (act constitutiv).
  • Government filing fee: under the new fee structure (effective January 1, 2026), this is no longer a single lump sum — it's itemized: 200 RON registration application + 20 RON name-availability check + 10 RON Official Gazette (Monitorul Oficial) publication fee, with a 50% discount for electronic filing (roughly 115 RON online vs. 230 RON in person). These figures are newly introduced and may change; always confirm the exact current amount on onrc.ro before paying.

2Documents for Non-EU Citizens

  • Non-EU citizens can act as shareholders and directors.
  • Identity documents must be officially translated and certified (Apostille or embassy legalization).
  • This must be verified based on current regulations and individual circumstances.

3Final Registration

  • Submitting the file to ONRC, usually via the digital platform with a valid electronic signature.
  • Upon approval, the company is officially registered and the tax code is issued.

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⚠️ Important update (Law 239/2025, effective December 18, 2025): the minimum SRL share capital, which had been a purely symbolic 1 RON since 2020, was raised to 500 RON (5,000 RON for companies with annual turnover above 400,000 RON). Companies registered before this date have until December 18, 2027 to bring their capital up to the new threshold. Also effective January 1, 2026, every newly registered SRL must open a payment account (cont de plăți, at a bank or the State Treasury) within 60 working days of registration and report it to the tax authority (ANAF) via the SPV portal within 15 days of opening it — failure to comply can trigger a fine of 3,000 to 10,000 RON and the company being declared "fiscally inactive". A note on fintech accounts: because the law's text uses the broader term "payment account" rather than just "credit institution," Revolut Business (which sits under a genuinely licensed European bank, Revolut Bank UAB) very likely satisfies this requirement; the real remaining ambiguity is narrower, limited to electronic-money institutions without a banking license (e.g. Wise Business), which no official ANAF notice has yet clarified — before relying on such an account for this specific obligation, confirm directly with your accountant or ANAF.

🇮🇷 Iran-Specific: Power of Attorney from Iran & the 60-Day Bank Account Deadline

If you don't want to travel to Romania in person to register the company, you'll need to give power of attorney to a lawyer or accountant there. Because Iran is not party to the Hague Apostille Convention, that power of attorney must go through the same consular legalization chain required for other Iranian documents (official translation in Iran, endorsement by Iran's Ministry of Justice and Ministry of Foreign Affairs, and final legalization at the Romanian Embassy in Tehran) — see the "Notary Public" page for the full chain. The more time-sensitive point: the new law sets a hard 60-working-day deadline to open the company's bank account, while documented experience in several European countries shows banks are sometimes more cautious with applicants of Iranian background (from internal risk-averse policies, not a direct legal ban) — so it's worth starting the corporate account-opening process the same day the company is registered, without delay. Full details are on the "Corporate Bank Account" page below.

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Frequently Asked Questions

How long does the registration take?

Once all documents are prepared and submitted to ONRC, the registration itself typically takes 3 to 5 working days. But that's only ONRC's own processing time, not the full path to being fully operational: factoring in bank account opening and tax registration, Romanian sources estimate a realistic total of roughly 5 to 10 working days for a resident applicant with complete documentation. For Iranian applicants, this figure is usually not realistic, since both the consular legalization chain for the power of attorney/documents (Iran is not a Hague Apostille signatory) and the legal 60-working-day bank account deadline (which can in practice run longer for Iranian applicants) extend the overall timeline — this is a reasoned estimate, not an officially documented figure for this specific group.

What exactly is the government registration fee?

Since January 1, 2026, this fee is calculated as separate line items (roughly 115 to 230 RON depending on filing method) — full breakdown in the "Preliminary Preparation" card above. This figure changed recently; get the exact current amount from onrc.ro.

Do I need a local Romanian partner?

No, foreign nationals can own 100% of the company shares and act as the sole director.

What's the current minimum share capital?

Since December 18, 2025 (Law 239/2025), 500 RON for most newly registered SRLs (5,000 RON if annual turnover exceeds 400,000 RON) — before that, a symbolic 1 RON was sufficient.

Do I need to open a corporate bank account right away?

Legally you have 60 working days from registration, but given the account-opening process can take longer for applicants of Iranian background, it's best to start immediately.

What is the difference between a limited liability company (SRL) and sole proprietorship (PFA), and which is right for me?

You should consider three key distinctions: 1. Nationality restriction: Based on our review, Article 3(1) of Emergency Ordinance OUG 44/2008 restricts PFA registration to citizens of Romania, EU member states, and the European Economic Area (EEA). Consequently, a PFA is generally not accessible to Iranian nationals and the practical route is an SRL. Whether holding Romanian long-term residence removes this barrier was not settled in the sources we reviewed, and practitioner opinion differed — if you specifically want a PFA, confirm with a lawyer or directly with ONRC before committing, and don't plan on the assumption that it will work. 2. Financial liability: In an SRL, liability is in principle limited to your contribution — but that shield is not absolute: a director can be held personally liable in insolvency proceedings, tax debts can in certain circumstances be extended to directors or shareholders, and banks and landlords routinely require a personal guarantee, which contracts around the limit in practice; in a PFA, liability is unlimited, placing personal and family assets at risk for business debts. 3. Administrative burden: A PFA has simpler bookkeeping but scalability limits; an SRL requires formal double-entry accounting managed by a CECCAR accountant, but provides unlimited hiring ability, higher commercial credibility, and full flexibility for international operations.

What are corporate taxes for an SRL in 2026, and what are the micro-enterprise conditions?

The main corporate tax regimes in 2026 are: 1. Micro-enterprise regime: A unified 1% tax on total revenue applies. Eligibility requires an annual turnover ceiling of €100,000 and at least one full-time employee under a valid contract. 2. Standard corporate profit tax: If turnover exceeds the ceiling or the company has no employees, tax is calculated at the standard 16% on net profit. 3. Share capital: Minimum share capital is 500 RON (5,000 RON if turnover exceeds 400,000 RON). (Note: Dividend distributions are subject to separate fiscal rules; consult a certified accountant for your specific situation).

Is hiring an accountant mandatory for an SRL, and how can I verify a CECCAR-certified accountant?

Yes, under Romanian Accounting Law (Legea 82/1991), corporate financial statements and tax filings must be prepared or supervised by an authorized accounting expert or certified accountant. To verify: 1. Member Registry: Certified professionals are listed in the official register (Tabloul membrilor CECCAR) on ceccar.ro. 2. Professional credentials: Check their membership number, active license status for the current year, and membership card (Carnet de membru). 3. Service fees: There is no government-mandated fixed tariff; fees depend on transaction volume, staff count, and turnover, so getting written quotes from at least three licensed accountants is recommended before signing.

This guide is part of the "Business & Investment" collection.

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