Company Formation & Entity Setup in Romania

SRL and SA incorporation, Trade Registry filing, mandatory bank account setup within the statutory deadline, and post-formation compliance setup.

Romania Reviewed September 2026

Currency

RON (Romanian leu)

Legal forms

SRL · SA

Minimum share capital

SRL: RON 500 (~€100) — reinstated as of 2026 (previously RON 200)

Registration body

Trade Registry (Registrul Comerțului)

Formation timeline

3–10 business days

Corporate tax rate

16% standard · 1% of revenue for qualifying micro-companies (revenue under €100,000, at least 1 employee)

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How company formation works in Romania

Romania applies a standard 16% corporate income tax rate, with a distinctive micro-company regime available to companies with annual revenue under €100,000 (reduced from €250,000 as of 2026) and at least one employee: qualifying companies pay just 1% of gross revenue instead of standard corporate tax. The minimum tax on turnover, applicable to large companies whose standard CIT liability falls below the turnover-based minimum, has been reduced to 0.5% for 2026, with the regime scheduled for repeal in 2027.

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Matched to your business objective

SRL

Liability

Limited to company assets

Min. capital

SRL: RON 500 (~€100) — reinstated as of 2026 (previously RON 200)

The standard vehicle for an operating subsidiary of a foreign company — the default choice for most market-entry engagements in Romania.

Liability

Limited to company assets

Min. capital

SRL: RON 500 (~€100) — reinstated as of 2026 (previously RON 200)

Used for larger operations, more formal governance needs, or entities seeking to raise capital publicly.

Branch

Liability

None separate — the foreign parent company bears full liability

Min. capital

None — no separate capital requirement

Useful for testing the Romania market before committing to a subsidiary, or for keeping a single legal entity across borders. Creates a taxable presence — profits are generally taxed in Romania.

Representative office

Liability

N/A — not a registered legal entity in most cases

Min. capital

None

For market research and liaison activity only — cannot sign contracts, invoice, or trade locally in most jurisdictions.

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What it takes to register, and how long

Formation runs through the Trade Registry (Registrul Comerțului), typically taking 3–10 business days.

Dividend tax doubled to 16% — for distributions from 1 January 2026, affecting both individuals and legal entities receiving Romanian dividends
Micro-company threshold halved — to €100,000 annual revenue (from €250,000), narrowing eligibility for the favourable 1% revenue-based regime
Reinstated minimum share capital — for new SRLs — RON 500 from 2026, after a period with no effective minimum
Mandatory Romanian bank account — within 60 business days of incorporation, with non-compliance triggering fiscal inactivity status and VAT code suspension

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Frequently asked questions

What changed with the micro-company regime in 2026?

The annual revenue threshold for the favourable 1% micro-company tax regime was reduced from €250,000 to €100,000, narrowing eligibility significantly. Companies must also have at least one employee and meet other conditions, including timely filing of annual financial statements, to qualify.

Why did the dividend tax increase so significantly?

As part of Romania's 2026 fiscal consolidation measures, the dividend tax rate doubled from 10% to 16% for distributions made on or after 1 January 2026, applying to both individual and corporate recipients. Dividends distributed based on 2025 interim financial statements retained the prior 10% rate under transitional provisions.

Why is Romania reinstating minimum capital requirements for SRLs?

As of 2026, newly incorporated SRLs must have at least RON 500 (approximately €100) in share capital, reversing a period during which Romania had no meaningful effective minimum. This is part of a broader tightening of company formation rules, alongside new bank account and ownership transfer requirements.

What happens if a company doesn't open a Romanian bank account?

Newly registered companies have 60 business days from incorporation to open a Romanian bank or treasury account. Failure to comply can result in fines and, as of 2026, can lead to the company being declared fiscally inactive — suspending its VAT code and expense deductibility until the situation is resolved.

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Romania's fiscal environment has moved markedly toward tighter compliance and higher distribution taxation in the 2025-2026 cycle. Companies that modelled Romania based on its historically lighter-touch regime — wide micro-company eligibility, lower dividend tax, minimal capital requirements — should revisit those assumptions, as the qualifying thresholds and rates have shifted materially.

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