Why choose Romania for company registration?

Romania is located in Southeastern Europe and serves as a vital gateway between Western Europe and the Balkans. Its membership in the EU allows seamless access to the single European market, benefiting from EU trade agreements and funding mechanisms.

The Romanian tax environment is also favorable. The corporate income tax (CIT) rate is a flat 16%, among the lowest in the EU. Additionally, Romania offers skilled, multilingual workers and low operational costs, making it a top choice for company registration. Cities like Bucharest, Cluj-Napoca, Timișoara, and Iași are emerging as business and innovation hubs.

Main legal forms for Romania company registration

Investors typically choose between two main legal structures:

1. SRL (Limited Liability Company)

The SRL is the most common form of company registration in Romania, suitable for small to medium enterprises.

Advantages of SRL:

1. Flexibility. Suitable for a wide range of business activities.
2. Minimum Capital. No minimum share capital is required.
3. Shareholders. Can be established by a single shareholder (maximum 50), either individuals or legal entities.
4. Directors. At least one director is required; residency is not mandatory.
5. Liability. Shareholders’ liability is limited to their contribution to the share capital.
6. Registration Timeframe. Company registration typically takes up to two weeks.

Requirements:

1. Registered address in Romania;
2. Company name approval;
3. Financial reporting and accounting compliance.

2. SA (Joint Stock Company)

The SA is more suitable for large businesses or those seeking public investment.

Advantages of SA:

1. Scalability. Ideal for large enterprises and listing on the stock exchange.
2. Capital Raising. Suitable for raising funds through public offerings.
3. Shareholders. Minimum two shareholders are required.
4. Minimum Capital. RON 90,000 (approx. EUR 18,000) minimum share capital.
5. Directors. A board of directors or dual system with a supervisory board and directorate.
6. Transparency. Subject to stricter financial and audit requirements.

Company registration process in Romania

The Romania company registration process consist of  several steps:

1. Preliminary Assessment. Define the business model and select between SRL or SA structure.
2. Name Reservation. Choose a unique company name and register it with the Romanian Trade Register.
3. Document Preparation. Draft Articles of Association, shareholder and director declarations, and proof of registered office.
4. Submission. File the incorporation documents online via the Trade Register portal or in-person.
5. Approval. Obtain the Certificate of Incorporation and registration number.
6. Post-Registration Steps. Register for VAT (if applicable), social security, and obtain required licenses.

Taxation in Romania

Romania has an attractive tax regime, supporting the country’s reputation for business efficiency.

1. Corporate Income Tax (CIT). Standard 16% rate. Large companies may face a minimum turnover tax.
2. Personal Income Tax (PIT). Flat 10% rate. Exemptions exist for IT professionals, construction, and R&D sectors.
3. Value-Added Tax (VAT). Standard rate is 19%, with reduced rates of 9% and 5% for specific goods and services.
4. Double Taxation Treaties. Romania has agreements with over 85 countries.

SRL vs. SA: which company is right for you?

Choosing between an SRL (Limited Liability Company) and an SA (Joint Stock Company) in Romania depends on your business goals, funding model, and desired governance structure. Here’s a point-by-point comparison to help guide your decision:

1. Minimum Shareholders:
   
   • SRL. Can be established by a single shareholder (up to a maximum of 50).
   • SA. Requires at least two shareholders, with no upper limit.
     
2. Minimum Capital Requirement:
   
   • SRL. No minimum share capital is legally required.
   • SA. Requires a minimum capital of RON 90,000.
     
3. Business Suitability:
   
   • SRL. Ideal for small and medium-sized enterprises (SMEs), startups, and family-owned businesses.
   • SA. Best suited for large corporations, businesses aiming to scale rapidly, or those planning an Initial Public Offering (IPO).
     
4. Governance Structure:
   
   • SRL. Simpler and more flexible governance with minimal formalities.
   • SA. More complex structure, including mandatory management bodies like a board of directors or supervisory board.
     
5. Public Listing Possibility:
   
   • SRL. Cannot be listed on the stock exchange.
   • SA. Eligible for public listing and raising capital through equity markets.
     
6. Registration Timeline:
   
   • SRL. Usually completed within approximately 2 weeks.
   • SA. May take slightly longer due to additional legal and documentation requirements.

Ongoing compliance

Both SRL and SA companies must maintain good standing through:

1. annual financial statements;
2. tax filings;
3. compliance with labor and social insurance laws;
4. updating company data as needed.

Manimama Law Firm offers full support in Romania company registration, ensuring all compliance requirements are met from day one.

As conclusion

Romania offers compelling advantages for company registration, including a favorable tax environment, EU market access, and skilled workers. Understanding the differences between SRL and SA is essential for selecting the right structure for your business goals.

Romania company registration can be the first step toward long-term success. With professional assistance from Manimama Law Firm, navigating the legal and procedural landscape becomes seamless and efficient.

Start your journey today and take advantage of one of the EU’s most promising business destinations.

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Manimama Law Firm provides a gateway for the companies operating as the virtual asset wallet and exchange providers allowing to enter to the markets legally. We are ready to offer an appropriate support in obtaining a license with lower founding and operating costs. We offer KYC/AML launch, support in risk assessment, legal services, legal opinions, advice on general data protection provisions, contracts and all necessary legal and business tools to start business of virtual asset service provider.

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The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation.