Limited Liability Company (SRL)
Societate cu Răspundere Limitată
Company formation in Romania
The SRL is best suited for: Micro-businesses and freelancers seeking a 1% tax rate, IT and software companies serving EU clients, E-commerce businesses targeting Eastern Europe, Cost-conscious startups wanting an EU base, Consulting and professional services firms. Romania offers two corporate tax regimes. The micro-company regime applies to companies with annual revenue under €500,000 and at least one employee: they pay 1% tax on total revenue (not profit). Companies exceeding the €500,000 threshold or those that choose to opt out pay the standard corporate income tax rate of 16% on profits. Dividends are taxed at 8% withholding. VAT is 19% standard, with reduced rates of 9% (food, hotels, restaurants) and 5% (certain housing). Employers bear social contributions of approximately 2.25% (labour insurance), while employees pay 25% social security (CAS) and 10% health insurance (CASS) from gross salary. The company withholds and remits employee contributions.
- Micro-businesses and freelancers seeking a 1% tax rate
- IT and software companies serving EU clients
- E-commerce businesses targeting Eastern Europe
- Cost-conscious startups wanting an EU base
- Consulting and professional services firms
Key Facts
Step-by-Step Formation Process
Reserve a company name
Submit a name availability request to the National Trade Register Office (Oficiul Național al Registrului Comerțului — ONRC). You can check availability online through the ONRC portal. The reservation is valid for three months.
Prepare founding documents
Draft the articles of incorporation (act constitutiv) specifying the company name, registered office, share capital, shareholders, administrator(s), and business activities classified by CAEN codes. For a single-shareholder SRL, a simplified constitutive act is sufficient. Documents must be notarised if signed by proxy.
Secure a registered office
Obtain proof of a registered office address in Romania. This requires either a property ownership document or a rental agreement, plus a statement from the landlord authorising use of the premises as a company headquarters. Virtual office services can satisfy this requirement.
Deposit share capital
Open a temporary bank account at a Romanian bank and deposit the share capital (minimum RON 1). The bank will issue a deposit certificate confirming the capital has been paid in. This certificate is required for the registration filing.
File registration with the Trade Register
Submit the complete application to the ONRC, including the constitutive act, name reservation proof, registered office documents, capital deposit certificate, specimen signatures of administrators, tax registration declarations, and copies of founders’ identity documents. A registration fee of approximately RON 100–200 applies.
Register for VAT (if applicable)
New companies are not automatically VAT-registered. Voluntary VAT registration can be requested at incorporation or later. Mandatory registration applies once turnover exceeds RON 300,000 (approx. €60,000) in a calendar year. ANAF (the tax authority) may conduct a risk assessment before approving voluntary VAT registration.
Required Documents
- Passport or national ID of all founders and administrators
- Articles of incorporation (act constitutiv) — notarised if signed by proxy
- Name reservation certificate from ONRC
- Proof of registered office (ownership title or lease agreement plus landlord declaration)
- Bank certificate confirming share capital deposit
- Specimen signature declarations for all administrators (notarised)
- Tax registration declaration (declaratie fiscala)
- CAEN code declaration for business activities
Cost Overview
Tax Treatment
Romania offers two corporate tax regimes. The micro-company regime applies to companies with annual revenue under €500,000 and at least one employee: they pay 1% tax on total revenue (not profit). Companies exceeding the €500,000 threshold or those that choose to opt out pay the standard corporate income tax rate of 16% on profits. Dividends are taxed at 8% withholding. VAT is 19% standard, with reduced rates of 9% (food, hotels, restaurants) and 5% (certain housing). Employers bear social contributions of approximately 2.25% (labour insurance), while employees pay 25% social security (CAS) and 10% health insurance (CASS) from gross salary. The company withholds and remits employee contributions.
Pros & Cons
- 1% micro-company tax rate on revenue under €500,000 — one of the lowest effective rates in the EU
- Virtually no minimum capital requirement (RON 1)
- Full EU member state with access to the single market
- Highly skilled and cost-effective IT workforce
- Low cost of living and competitive operational expenses
- Extensive double tax treaty network (90+ treaties)
- 100% foreign ownership with no restrictions
- Growing fintech and startup ecosystem in Bucharest and Cluj-Napoca
- Micro-company tax is on revenue, not profit — unprofitable companies still owe tax
- Bureaucracy can be slower and less digitalised than Western EU peers
- VAT registration for new companies can involve an ANAF risk assessment that causes delays
- Romanian is required for most official filings and correspondence with authorities
- The micro-company regime has changed multiple times — regulatory stability is a concern
- Banking onboarding for foreign-owned companies can require in-person visits
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Get StartedThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.