Service
A company of its own
The other route for a foreign parent, with legal personality: how to open a subsidiary in Romania.
Branch of a Foreign Company in Romania
We prepare the parent company's file. Then we file its Romanian branch, the sucursală, at the county trade register office.
- No legal personality of its own
- Registered before it starts activity
- EU/EEA or non-EU parent: two document sets
- Filed in Romanian, foreign documents legalised or apostilled
How we handle a branch registration
We work for foreign companies that want to open a branch in Romania. The parent can be in the EU, the EEA or elsewhere. We prepare the parent's file and check it against the list for its seat. Then we file it. For a Romanian company instead, see how to register a company in Romania as a non-resident.
A subsidiary (filială) is a company with legal personality (art. 42 Law 31/1990, text of January 2024). A branch has none. It is registered in the trade register before it starts activity (art. 43(1)). To open a subsidiary in Romania, see its own page. We recommend neither. That is a tax question for the parent's adviser.
What's included
Eight parts, up to where our work stops.
Checklist by the parent's seat
Intake ends with a checklist for your parent's seat. An EU or EEA parent gets one set. Any other parent gets a longer one.
Branch name check
We check and reserve the branch name. The law sets its parts: the parent's name, its seat town, the word sucursală and the branch town.
The branch seat
The seat can be our own address, which we provide as a trust and company service, or your premises. For our address, we must first do due diligence on the parent and its beneficial owners. We cannot skip it.
File check
We check the register data, seat proof, parent's decision and declarations. We also check every legalisation, apostille and translation before we file anything.
Filing and liaison
We file at the county trade register office. The branch manager signs. An attorney can sign instead under an authentic power of attorney, or a lawyer under a lawyer's mandate. We also handle any remedy request.
Tax registrations
We file the tax registration and the VAT registration of the fixed establishment (sediu fix) as administrative filings. ANAF decides.
Later register filings
We also file a change of branch seat or managers. We file the closure with striking off (radiere) too. Both are trade register entries.
Where our work stops
Bespoke acts go to a partner Romanian lawyer, and books and returns to a CECCAR accountant. The structure choice and ANAF procedures go to a CCF tax consultant. We promise no time and no VAT code.
How the process works
Before step 1, the parent chooses between a branch, a subsidiary and a representative office. It decides this with its own adviser.
Parent's decision · CLIENT, LAWYER
Under its own law, the parent decides to open the branch. It states its object and appoints who runs it. A partner Romanian lawyer drafts any Romanian-law act.
Name and seat · US, CLIENT
The name joins the parent's name and seat town, sucursală and the branch town, and never filială (art. 70(1) Law 265/2022, 2022 text). The seat is our address after due diligence, or your premises. We confirm the proof at intake.
Foreign documents · CLIENT, US
Any parent files register data, its decision and declarations. A non-EU/EEA parent adds its constitutive act, statute and certificate of existence. If proof of seat, object and capital is missing from those documents, it adds that proof too.
Declarations · CLIENT
The file carries the self-declaration on operating conditions and the manager's own eligibility declaration. A foreign manager adds their own declaration in place of the fiscal record check. The file also holds any licence that a special law requires.
Signature and filing · CLIENT, US
The branch manager signs in person. An attorney can sign instead under an authentic power of attorney (procură autentică), or a lawyer under a lawyer's mandate. We file. Several branches file the parent documents once (art. 85(2)).
Registrar's decision · ONRC, US
The registrar decides within one working day of registration (art. 105(1)). It sets a term instead where EU register data is needed (art. 105(4)). These are statutory terms, not our promise. The remedy term is up to 15 calendar days (art. 106(1)).
Publication and identifiers · ONRC
Publication in the trade register Bulletin and Monitorul Oficial names the persons in charge. The record carries the register number, EUID and CUI. An EU parent's register gets an extract through BRIS.
Tax registrations · US, ANAF, CCF
We file the tax registration. It names the designated permanent establishment (sediu permanent desemnat; a sole one is named by law) (art. 82(8) Fiscal Procedure Code). We also file the VAT registration where art. 316(2) requires it. ANAF decides, and a CCF consultant handles procedures.
After registration, the branch needs its own Romanian accounts. They are kept in house or, where outsourced, by a CECCAR member. It also needs the annual reporting that the parent's seat calls for. Changes and closure are filed at the register.
How a branch is registered, who acts at each step
Parent company (client)
RomaniaRegist
Partner Romanian lawyer
Trade Register (ONRC)
ANAF
CCF consultant
1Parent's decision
Parent company (client)Decides under its own law to open the branch, states its object and appoints who runs it
Partner Romanian lawyerDrafts any Romanian-law act
2Name and seat
Parent company (client) to RomaniaRegistThe name joins the parent's name and seat town, sucursală and the branch town, never filială. Seat: our address after due diligence or your premises; proof confirmed at intake
3Foreign documents
Parent company (client) to RomaniaRegistAny parent files register data, decision and declarations; a non-EU/EEA parent adds its constitutive act, statute, certificate of existence and, if missing from them, proof of seat, object and capital
4Declarations
Parent company (client)The operating-conditions self-declaration and the manager's own eligibility declaration; a foreign manager adds their own declaration in place of the fiscal-record check; any licence a special law requires
5Signature and filing
Parent company (client)The branch manager signs personally, through an authentic power of attorney (procură autentică) or through a lawyer's mandate
RomaniaRegistFiles; several branches file the parent documents once (art. 85(2))
6Registrar's decision
Trade Register (ONRC)Decides within one working day of registration, or sets a term where EU register data is needed (art. 105(4))Term 6
7Publication and identifiers
Trade Register (ONRC)Publication in the trade register Bulletin and Monitorul Oficial names the persons in charge; the record carries the register number, EUID and CUI; an EU parent's register gets an extract through BRISTerm 7
8Tax registrations
RomaniaRegistFiles the fiscal registration, naming the designated permanent establishment (sediu permanent desemnat), and VAT registration where art. 316(2) requires it
ANAFDecides
CCF consultantHandles procedures
- Term 6one working day from registration of the application (art. 105(1)), a statutory term, not our promise; remedy of up to 15 calendar days (art. 106(1))
- Term 7Bulletin publication and the sending of the extract to Monitorul Oficial, each within at most 3 working days of registration (art. 15(3), 16(3))
Law 265/2022, 2022 text. The terms shown are the statute's, never our promise; steps 1 to 5 and step 8 carry no duration, and no total is shown.
What does your parent company need to file?
Send us the parent's seat and register data. We reply with the document checklist for that seat.
Documents you will need
Two groups: what every parent files, and what a parent outside the EU and the EEA adds.
The branch file, by the parent's seat
Register data
Parent in the EU or the EEA: The parent's register, registration number and EUID where it has oneParent outside the EU and the EEA: The parent's register, registration number and EUID where it has oneDecision
Parent in the EU or the EEA: The parent's decision, with the branch's object and managerParent outside the EU and the EEA: The parent's decision, with the branch's object and managerDeclarations
Parent in the EU or the EEA: The operating-conditions and foreign-manager declarationsParent outside the EU and the EEA: The operating-conditions and foreign-manager declarationsBranch seat
Parent in the EU or the EEA: Proof of the branch seatParent outside the EU and the EEA: Proof of the branch seatExtract through BRIS
Parent in the EU or the EEA: ONRC sends the parent's register an extract through BRIS (art. 74(3) Law 265/2022, 2022 text); the parent files nothing more for itParent outside the EU and the EEA: Not applicableConstitutive documents
Parent in the EU or the EEA: Not addedParent outside the EU and the EEA: The constitutive act and statute with all amendments, or the updated act, in authorised Romanian translationSeat, object, capital
Parent in the EU or the EEA: Not addedParent outside the EU and the EEA: Documents attesting the parent's seat, object and subscribed capital, where those do not show themExistence and governing law
Parent in the EU or the EEA: Not addedParent outside the EU and the EEA: A certificate of existence from the home register; the parent's governing national law named in the application (art. 74(1)(f), 74(2)(a)-(c))
Everything is filed in Romanian. Foreign official documents go in the original with an apostille (Hague states), with superlegalisation otherwise, or alone where a treaty or an EU rule removes the formality, each with a legalised Romanian translation (art. 75(1), 76(1)-(2)). A power of attorney notarised in another EU state keeps the apostille unless a bilateral treaty removes it.
Every parent
- The parent's register, registration number and EUID where it has one
- The parent's decision opening the branch, with its object and manager
- Proof of the branch seat, in the form the registrar accepts for our address or your premises. We confirm it at intake
- The branch manager's ID documents and own declaration of meeting the legal conditions for the role
- The self-declaration on operating conditions
- A foreign manager's own declaration, replacing the fiscal record check
- Any licence a special law requires before the branch may operate
- Each foreign official document apostilled, superlegalised or, where a treaty or EU rule allows, in the original alone, with a legalised Romanian translation
- An authentic power of attorney, or a lawyer's mandate, if someone other than the manager signs
Parent outside the EU and the EEA only
- The constitutive act and statute with all amendments, or the updated act, in authorised Romanian translation
- Proof of the parent's seat, object and subscribed capital, where the act and statute do not show them
- A certificate of existence; the parent's governing law named in the application
Romanian rules for a branch
What the texts set for a branch, row by row. There is no capital row and no state-fee row: the texts we rely on state no such figure for a branch.
| Topic | What the text sets | Term or date | Source |
|---|---|---|---|
| Registration | No legal personality; entered in the trade register before it starts activity | before activity starts | art. 43(1) Law 31/1990; art. 3(1)(b)(3) Law 265/2022 |
| Registrar's decision | Decided on the documents; the statute's term, not a promise; the registrar may grant a term where information must come through the EU registers system | one working day from registration of the application | art. 105(1), (4) Law 265/2022 |
| Incomplete file | Sent back with a remedy or completion term | at most 15 calendar days | art. 106(1) Law 265/2022 |
| Who signs | The person directly in charge of the branch, personally, through an attorney with an authentic power of attorney, or through a lawyer under a lawyer's mandate (împuternicire avocațială) | at filing | art. 79(2) Law 265/2022 |
| Publication and identifiers | Entry in the Bulletin; extract in Monitorul Oficial naming the persons in charge; the record shows the trade register number, EUID and CUI | after registration | art. 15(2)(a), 16(1)(a), 16(2), 100(1)(b) Law 265/2022 |
| Profit tax | A branch is a permanent establishment (sediu permanent), taxed on its result computed as for a separate and independent person; one designated establishment where there are several | 16% | art. 8(2), 13(1), 17, 36(3), 37(1) Fiscal Code; art. 82(8) Fiscal Procedure Code |
| VAT | A fixed establishment registers before it starts the activities art. 316(2) lists, unless its parent is seated in another EU member state and applies the small-enterprise exemption of art. 3102 (conditions on its EU-wide turnover and its Romanian supplies, home state notified) (art. 316(22)). The 395,000 lei exemption of art. 310(1) is written for businesses established under art. 266(2)(a); a branch with enough technical and human resources in Romania to make taxable supplies regularly is a fixed establishment under art. 266(2)(b). Our reading of the text, not tax advice | before the listed activities start | art. 266(2), 310(1), 3102, 316(2), (22) Fiscal Code |
| Micro-enterprise regime | Open to a Romanian legal person; a branch has no legal personality | not applicable | art. 47 Fiscal Code; art. 43(1) Law 31/1990 |
| Accounts and annual reporting | Own Romanian accounts, with CECCAR members where the books are outsourced; an EEA parent's branch files an annual accounting report, a non-EEA parent's branch annual financial statements with ANAF; a parent governed by non-EU/EEA law also files its own annual statements at the register office of the branch's seat | 31 May for a non-EEA parent's branch | art. 1(3), 10(3) Law 82/1991; art. 7(3), 9(2) and Annex 1 pt. 3.1(2) OMF 2.036/2025; art. 74(4) Law 265/2022 |
| Changes and closure | A change of branch seat is a registered change (mențiune); closure is entered with striking off, ex officio when an EU parent is struck off, unless that followed a change of legal form, merger, division or cross-border conversion. ANAF form 013 is the registration, change and deregistration declaration for non-residents with permanent establishments; which route applies to a branch entered at the trade register is confirmed at intake | within 15 days of the act or fact | art. 43(1), 103(1)(b), 100(2)(e), 101(3)-(4) Law 265/2022 |
Branch and representative office compared
A subsidiary has legal personality and its own page. Here a branch sits beside a representative office (reprezentanță), which has none either.
| Point | Branch (sucursală) | Representative office (reprezentanță) | Source |
|---|---|---|---|
| Legal personality | none | none | art. 43(1) Law 31/1990; pt. 24(1) norms to art. 235 Fiscal Code |
| Trading | carries on activity once registered; registration comes first | may not carry on production, trade or services | art. 43(1) Law 31/1990; pt. 24(1) norms to art. 235 Fiscal Code |
| Permission to open | registered in the trade register; the registrar decides | the authorisation provided by law, which can be withdrawn | art. 3(1)(b)(3), 105(1) Law 265/2022; pt. 24(2) norms to art. 235 Fiscal Code |
| Yearly tax | profit tax of 16% on the permanent establishment's result | representative office tax of 18,000 lei for a fiscal year, pro rata in the year it opens or closes | art. 13(1), 17, 36(3) Fiscal Code; art. 236(1), (2) Fiscal Code |
| Declaration and deadline | the designated establishment is named on fiscal registration; form 013 is ANAF's registration, change and deregistration declaration for non-residents with permanent establishments, and the route for a branch entered at the trade register is confirmed at intake | declared and paid by the end of February; a new office files within 30 days, on form 108 | art. 82(8) Fiscal Procedure Code; art. 237 Fiscal Code |
| Accounts | own Romanian accounts; annual accounting report (EEA parent) or annual financial statements by 31 May (non-EEA parent) | keeps Romanian accounts | Law 82/1991 and OMF 2.036/2025; art. 237 Fiscal Code |
This page does not cover the authority, documents and timeline of a representative office authorisation. We do not set one up.
Two other routes have their own pages: shelf companies for sale in Romania and how a Romanian holding company is taxed on dividends.
Problems we solve
Five questions foreign parents bring us, and how the file handles each.
"Does the branch get the 395,000 lei exemption?"
The exemption is written for art. 266(2)(a) businesses (art. 310(1) Fiscal Code). A fixed establishment registers first, unless an EU parent uses art. 3102. This is our reading, not tax advice. A CCF consultant decides. See VAT registration in Romania.
Apostilles and translations
The EU/EEA and non-EU files differ. We file everything in Romanian, with foreign official documents legalised or apostilled. We check the set before filing. We do not control documents issued abroad.
Who signs, and does anyone travel?
The branch manager signs. An attorney can sign instead under an authentic power of attorney, or a lawyer under a lawyer's mandate. At intake we check the form a non-resident's power of attorney takes. We promise no route that needs no signature.
A file sent back
The registrar's one working day is the statute's term. The registrar may extend it where EU register data is needed. An incomplete file gets up to 15 calendar days to fix. We promise no total time.
Accounts and annual filings
The branch keeps its own Romanian accounts, in house or, where outsourced, with a CECCAR member. An EEA parent's branch files an annual accounting report. A non-EEA parent's branch files annual financial statements by 31 May (OMF 2.036/2025). We keep no books.
Want your parent company's file checked before it is filed?
Send the parent's documents. We check them against the list for its seat before anything reaches the register. We promise no outcome.
Why work with RomaniaRegist
Andrei Stoica, registration and corporate filings lead, Bucharest. Romanian, English, French.
RomaniaRegist is a trust and company service provider notified to ONPCSB (Law 129/2019). The seat and due diligence are AML-regulated. We are not a law firm, an accounting firm or a tax consultancy.
From our practice
At intake we check the parent's seat, register data and EUID, apostilles, translations, signatory and seat proof before filing.
Frequently asked questions about a Romanian branch
Is the parent company liable for everything its Romanian branch does?
How far the parent answers for its branch is a question for a lawyer. This page gives no opinion on exposure. A branch has no legal personality and is entered in the trade register before it starts activity (art. 43(1) Law 31/1990, text of January 2024). A subsidiary is a company with legal personality (art. 42).
Why can a branch end up paying more tax than a Romanian subsidiary SRL?
Both pay profit tax at 16% (art. 17 Fiscal Code). A branch's base is its permanent establishment's result, computed as for a separate, independent person (art. 36(3)). The micro-enterprise regime is open only to a Romanian legal person (art. 47). The 395,000 lei VAT exemption is written for art. 266(2)(a) businesses. Adding it up is tax advice.
Does a branch need a VAT number before it starts trading, even with turnover under 395,000 lei?
Usually yes. A fixed establishment registers before the activities that art. 316(2) Fiscal Code lists. The 395,000 lei exemption is written for art. 266(2)(a) businesses (art. 310(1)). A parent seated in another EU state may use that exemption without registering, if it meets the conditions of art. 3102 (art. 316(22)). This is our reading, not tax advice. ANAF decides.
Do we have to apostille and translate all the parent company's documents if the parent is in the EU?
No. An EU or EEA parent files register data, a decision and declarations. Other parents add constitutive documents and a certificate of existence. Foreign official documents are apostilled or superlegalised. Where a treaty or EU rule allows, they are filed alone. Each comes with a legalised translation (art. 76 Law 265/2022). An EU-notarised power of attorney keeps the apostille unless a bilateral treaty removes it.
Does anyone from the parent company have to travel to Romania to register the branch?
The person directly in charge of the branch signs the application. The signature can be personal, through an attorney holding an authentic power of attorney, or through a lawyer under a lawyer's mandate (art. 79(2) Law 265/2022, 2022 text). We confirm at intake the form that a non-resident's power of attorney takes. We promise no route that needs no signature at all.
Who may sign the trade register application for a branch?
The parent's representative directly in charge of the branch's activities signs in person. An attorney with a special or general authentic power of attorney can sign instead, or a lawyer under a lawyer's mandate (împuternicire avocațială). Unlike setting up an SRL, there is no route for any shareholder to sign. Registration must come before the branch starts activity.
How long does the trade register take to register a branch?
The registrar decides within one working day of registration of the application (art. 105(1) Law 265/2022, 2022 text). It may grant a term where data must come through the EU registers system (art. 105(4)). These are the statute's terms, not our promise. An incomplete file gets at most 15 calendar days to fix (art. 106(1)). We state no total time.
What does a branch registration cost?
Pricing is on request. Our fee depends on the parent's seat. It also depends on how many foreign documents need an apostille and a translation. Whether we supply the branch seat also affects the fee. This page states no state fee for registering a branch. For the cost side of setting up in Romania, see our registration cost service.
What accounts and annual filings does a Romanian branch have?
A branch keeps its own Romanian accounts (art. 1(3) Law 82/1991). Where it outsources them, it uses a CECCAR member under contract (art. 10(3)). An EEA company's branch applies the annual accounting report. A non-EEA company's branch files annual financial statements with ANAF by 31 May (OMF 2.036/2025). A non-EU/EEA parent files its own statements at the branch's register office (art. 74(4) Law 265/2022).
What will the branch be called?
The name is made up of the parent's name, the town of the parent's registered office, the word sucursală and the town where the branch has its seat (art. 70(1) Law 265/2022). It may not be called filială (art. 43(4) Law 31/1990, text of January 2024). Its letters and invoices also show its trade register office and registration number (art. 74(4)).
Can a non-EU national manage the branch, and which visa applies?
A foreign manager gives a declaration in place of the fiscal record check (art. 73(2)(e) Law 265/2022). The manager may apply for the D/AS visa if these conditions hold. The manager is not a shareholder or administrator of a Romanian legal person. No other foreigner at that branch holds a right of stay on this basis. The manager must also have the means that the MAE e-Visa page sets. We promise no visa.
We plan several branches in Romania: do we file the parent's documents each time?
No. A foreign company opening several branches files the parent's documents only once, at one of the branches (art. 85(2) Law 265/2022, 2022 text). We check at intake which items count as parent documents for a given branch. Each branch is still registered in the trade register before it starts activity. Its name carries its own town.
How is a Romanian branch closed?
Closure is entered in the trade register with striking off (art. 100(2)(e) Law 265/2022). If an EU parent is struck off, the branch is struck off too, ex officio (art. 101(3)). This does not apply if the parent's striking off followed a change of legal form, merger, division or cross-border conversion (art. 101(4)). ANAF form 013 serves non-residents with permanent establishments. We confirm the tax route for a branch at intake.
What is the difference between a foreign branch and a foreign subsidiary?
A subsidiary is a company with legal personality (art. 42 Law 31/1990, text of January 2024). A branch has none (art. 43(1)). No secondary seat may be set up under the name filială (art. 43(4)). The tax differences are in the rules table. Which one suits a parent is tax advice, and we do not give it here. The subsidiary has its own page.
Can a representative office invoice clients, and what does it pay each year?
No. A representative office may not carry on production, trade or services. Its representative office tax is 18,000 lei for a fiscal year, pro rata in the year it opens or closes (art. 236(1), (2) Fiscal Code). The tax is declared and paid by the end of February (art. 237(1)). The office needs the authorisation provided by law. We do not set one up.
Ready to register your branch in Romania?
Tell us where the parent is seated. We reply with the document checklist, the filing route and who signs. Pricing is on request.