Set Up a Holding Company in Romania
We file your holding, an SRL or SA, at the Trade Register. The tax opinion comes from a CCF tax consultant.
- An ordinary SRL or SA, no separate holding form
- A company may be the founder
- Beneficial owners declared at the Trade Register
- Tax opinion: a CCF tax consultant
How we register a holding company
Romanian law has no separate holding form. A holding is an ordinary SRL (societate cu răspundere limitată, limited liability company) or SA (societate pe acțiuni, joint-stock company). It is registered at the Trade Register with a holding activity. A company may found it (art. 1(1), 2 and 5(2) Law 31/1990, text of January 2024). We file it on the route we use to register a company in Romania.
A CCF tax consultant gives the tax opinion on the structure. A partner Romanian lawyer prepares bespoke documents. The company's CECCAR accountant does the returns. We promise no tax result. Each subsidiary below the holding is a separate filing. We handle it through our subsidiary registration service.
What's included
The filing work for a holding, item by item, and the point where it stops.
Intake and KYC
We identify the founder companies and the natural persons who own them. A trust and company service provider must do this.
Standard-form documents
We prepare the standard forms the founders sign. A partner Romanian lawyer prepares bespoke clauses. The lawyer also prepares a shareholder agreement or intra-group contracts.
The founder company's papers
Original corporate documents go in with an apostille (Hague states) or superlegalisation. A treaty or EU rule can remove that need. A legalised Romanian translation is also needed. An EU founder company's data comes through the registers interconnection.
Beneficial-owner declaration
We prepare the declaration naming the natural persons at the top of the chain. We file it at registration and on every change (art. 56(1) Law 129/2019).
Filing and certificate
We file at the Trade Register under your notarised power of attorney. We collect the registration certificate.
Registered-office address
We provide the holding's registered office (sediu social) ourselves. It is an AML-regulated service of a provider notified to ONPCSB (art. 2(l)(3) Law 129/2019).
Liaison with the specialists
We coordinate the partner lawyer, a CCF tax consultant and the company's CECCAR accountant.
Where the service stops
We give no tax opinion (art. 3(1) OG 71/2001) and prepare no returns, fiscal-group request or bespoke documents. We promise no tax result or VAT code.
How the registration works
Vehicle and tax position
Choosing micro or profit tax, a fiscal group or an exemption is a tax opinion. For SRL or SA we explain the statute and route the choice.
Who acts: client and a CCF tax consultant
Constitutive act and contracts
Drafting legal acts is lawyer work, unless a law provides otherwise (art. 3(1)(c) and 3(2) Law 51/1995). A partner Romanian lawyer prepares bespoke clauses. We file the standard forms the founders sign.
Who acts: partner lawyer; RomaniaRegist files
Object of activity
You state the object of activity by activity code. CAEN Rev. 3 (INS Order 377/2024) follows NACE Rev. 2.1 1:1 (note to HG 284/2025). In NACE Rev. 2.1 holdings are class 64.21. A partner confirms the code.
Who acts: client; partner confirms
Founder company documents
Founder documents go in the original, apostilled or superlegalised. A treaty or EU rule can remove that need. A legalised Romanian translation is also needed (art. 76 Law 265/2022, 2022 text). EU founders' data comes through interconnection (art. 72(4)).
Who acts: client gathers; translator; RomaniaRegist assembles
Beneficial owners
We prepare the beneficial owner declaration naming the natural persons at the top of the chain. The client confirms and signs it.
Who acts: RomaniaRegist prepares; client confirms
Registered office
If the holding needs a Romanian address, we provide the registered office as a notified provider.
Who acts: RomaniaRegist
Filing at the Trade Register
These people can sign: the legal representative, a shareholder, a lawyer or an attorney under an authentic power of attorney (art. 79(1)). We use registration by power of attorney. A power of attorney notarised in the EU needs the apostille, unless a treaty removes it.
Who acts: RomaniaRegist, under power of attorney
Registrar's decision
The statute gives the registrar one working day from registration of the request (art. 105(1) Law 265/2022, 2022 text). That is a term for the registrar, not our promise.
After registration, the CECCAR accountant and the CCF consultant take over. They handle the 10% and one-year count, residence certificates and dividend tax declarations. A fiscal-group request is the group's own joint filing, prepared with them (art. 423(1)).
Who acts: ONRC registrar
How a Romanian holding is registered
RomaniaRegist
Client
Partner lawyer
CCF tax consultant
ONRC registrar
- Term 8registrar: one working day, statutory term, not a promise (art. 105(1) Law 265/2022, 2022 text)
After registration, the 10% and one-year count, residence certificates and dividend-tax declarations sit with the CECCAR accountant and the CCF consultant; a fiscal-group request is the group's own joint filing (art. 423(1)).
Planning a holding chain and unsure who handles which part?
Tell us the companies in the chain. We reply with the filing route and which specialist takes each part.
SRL or SA as the holding vehicle
These are the statute's conditions for each vehicle, not a choice of one. An existing company can also be the vehicle. You can buy a ready-made Romanian SRL.
| Rule | What the statute says | Applies to | Source |
|---|---|---|---|
| Capital, newly formed SRL | at least 500 lei, since 18 December 2025 | new SRL | Art. VI(2) Law 239/2025 |
| Capital above the turnover threshold | at least 5,000 lei where previous-year net turnover exceeded 400,000 lei; due by the end of the financial year after the rise is found (Art. VI(3)), and it does not fall back if turnover drops (VI(4)) | SRL | Art. VI(1), (3), (4) Law 239/2025 |
| Capital of an SA | at least 90,000 lei in the January 2024 text | SA | art. 10(1) Law 31/1990 |
| Members | one person may found an SRL, which has at most 50 members; an SA needs at least 2 shareholders | SRL, SA | art. 5(2), 12 and 10(3) Law 31/1990 |
| Parts | SRL parts may not be represented by negotiable securities | SRL | art. 11(2) Law 31/1990 |
| Bonds | an SRL may not issue bonds | SRL | art. 200 Law 31/1990 |
| Contracts with a sole member company | in writing, on pain of absolute nullity | single-member SRL | art. 15 Law 31/1990 |
| Single-member limits | art. 14, which limited single-member SRLs, was repealed on 5 July 2020; an SRL as sole member of another is a point for the partner lawyer | SRL | Law 31/1990, January 2024 text |
Documents you will need
What the statute names for a corporate founder. We confirm the registrar's full list with the file.
- Each founder company's corporate documents, in the original, with an apostille or superlegalisation. A treaty or EU rule can remove the requirement
- A legalised Romanian translation of each foreign document
- Identity of the natural persons at the top of the chain
- A notarised power of attorney if we file. Apostille it when it is notarised elsewhere in the EU, unless a bilateral treaty removes the need
- The object of activity and the intended chain: who holds what, for how long
- A tax residence certificate from each non-resident dividend recipient who claims a treaty rate or the EU exemption. The recipient hands it over at payment
Dividends and gains in a Romanian holding
A holding on profit tax pays it at 16% (art. 17 Fiscal Code, ANAF consolidation, 2026 text). Below are the dividends it receives and pays. For the payer's side in general, see our guide to withholding tax on Romanian dividends.
Dividend and gain flows of a Romanian holding
Romanian holding
A holding on profit tax pays it at 16% (art. 17 Fiscal Code, 2026 text)
Flows in
Dividends and gains received
Romanian subsidiary
Non-taxable; the text sets no holding percentage or period (art. 23(a))
EU subsidiary
Non-taxable: at least 10% for an uninterrupted year, and the parent pays profit tax without option (art. 24(1))
Treaty-state company outside the EU
Non-taxable: the payer pays profit tax; at least 10% for an uninterrupted year (art. 23(b))
Sale of a participation; liquidation proceeds
Non-taxable: Romanian or treaty-state company; at least 10% for an uninterrupted year (art. 23(i), (j))
Flows out
Dividends paid
To a Romanian company
16% of the gross dividend, unless the recipient has held at least 10% for a full year and both companies pay profit tax without option (art. 43(2), (4))
To individuals
A final 16% on dividends distributed from 1 January 2026 (art. 97(7))
To a non-resident
16% withholding; exempt for an EU parent that meets the form, residence and tax conditions and has held at least 10% for an uninterrupted year ending on the payment date, if the payer pays profit tax without option; residence certificate at payment (art. 224(4)(b), 229(1)(c))
Micro-enterprise marker: the exemptions on dividends paid out need a payer that pays profit tax without option or exemption, or a tax that substitutes it; whether the micro tax counts is for a CCF tax consultant (art. 53(1)(n), 43(4), 229(1)(c)).
| Flow | What the statute says | Condition | Source |
|---|---|---|---|
| Dividend from a Romanian company | non-taxable income for profit tax | the text sets no holding percentage or period | art. 23(a) |
| Dividend from an EU subsidiary | non-taxable; if the year is incomplete when booked, taxed, then recalculated once met | at least 10% for an uninterrupted year; parent pays profit tax without option; not if deductible at the subsidiary or without valid commercial reasons | art. 24(1), (2), (4), (6) |
| Dividend from a non-EU treaty-state company | non-taxable | the payer pays profit tax; at least 10% held for an uninterrupted year | art. 23(b) |
| Gain on selling or revaluing a participation | non-taxable | Romanian or treaty-state company; at least 10% for an uninterrupted year | art. 23(i) |
| Liquidation proceeds of a subsidiary | non-taxable | Romanian or treaty-state company; the same test | art. 23(j) |
| Expenses linked to non-taxable income | not deductible | applies to every row above | art. 25(4)(e) |
| Dividend paid to a Romanian company | 16% of the gross dividend | none where, at payment, the recipient has held at least 10% for a full year and both the recipient and the payer pay profit tax without option | art. 43(2), (4) |
| Dividend paid to individuals | a final 16% | dividends distributed from 1 January 2026 | art. 97(7) |
| Dividend paid to a non-resident | 16% withholding; a treaty rate caps it | exempt for an EU parent that meets the form, residence and tax conditions and has held at least 10% for an uninterrupted year ending on the payment date, if the payer pays profit tax without option; residence certificate at payment for a treaty rate or the EU exemption | art. 224(4)(b), 229(1)(c), 230 |
| Holding on the micro-enterprise tax | dividends from a Romanian company deducted from the micro base | the exemptions on dividends paid out need a payer that pays profit tax without option or exemption, or a tax that substitutes it; whether the micro tax counts is for a CCF tax consultant | art. 53(1)(n), 43(4), 229(1)(c) |
Group taxation and anti-avoidance rules
Rules that apply to the group as a whole. How they apply to a given chain is a tax opinion for a CCF tax consultant.
| Rule | What the statute says | Figures | Source |
|---|---|---|---|
| Fiscal group | optional profit-tax consolidation of Romanian companies; members may not be micro-enterprises | at least 75% direct or indirect, held for an uninterrupted year; 5 fiscal years; joint request at least 60 days before the period | art. 422, 423 |
| Controlled foreign companies | the control threshold is among the rule's conditions; no inclusion for an EU or EEA entity with substantive activity supported by staff, equipment, assets and premises | more than 50% of the voting rights, of the capital or of the profit rights, and a lower effective tax | art. 405(1)(a), (b), (4) |
| General anti-abuse rule | non-genuine arrangements with a main tax purpose are disregarded | no figure | art. 404(1) |
| Interest limitation | exceeding borrowing costs deductible up to a ceiling, then up to a share of the base | the lei equivalent of EUR 1,000,000 a year (a lower sub-cap for certain costs on dealings with affiliated persons); above it, up to 30% of the base; a standalone entity (not in a group consolidated for financial accounting, with no associated enterprise or permanent establishment) deducts in full | art. 402(1), (4), (5) |
| Tax residence | a Romanian company is resident by incorporation; a foreign one if its place of effective management (locul de exercitare a conducerii efective) is in Romania | no figure; for a foreign company claiming management in Romania, ANAF reads the decision fixing the place of effective management, proof of the premises from which management is exercised and the directors' contracts | art. 7 pt. 37, 81(2)(d) |
| Tax treaties | tax paid abroad is credited under a treaty | 90 partner countries, the newest applying from 1 January 2026 | art. 39(1); ANAF treaty list |
Problems we solve
Questions come up on holding files. This is how we handle each one, without a promised tax result.
"My holding is on the 1% micro tax"
Inbound Romanian dividends reduce the micro base. Outbound exemptions need a payer on profit tax or a substitute tax. Fiscal groups exclude micro-enterprises. Whether the micro tax counts is for a CCF consultant.
"Can the dividends be tax-free?"
We never promise this. The 10% and one-year tests, profit-tax status, the residence certificate and the anti-abuse rules all apply (art. 24(6), 229(2) and 404 Fiscal Code).
"A registered office should be enough"
A Romanian holding is resident by incorporation (art. 7 pt. 37). The CFC carve-out looks at a foreign subsidiary's staff, equipment, assets and premises. We provide the seat. A CCF tax consultant analyses substance.
"The rate I read may be out of date"
The 2026 text sets 16% on dividends paid to Romanian companies, individuals and non-residents (art. 43(2), 97(7) and 224(4)(b)). Each figure on this page carries its article.
"Which activity code?"
Holding companies moved from NACE class 64.20 to 64.21 in NACE Rev. 2.1, which CAEN Rev. 3 follows 1:1. The code is confirmed at filing.
Ready to line up the filing and the specialists for your holding?
Send us the chain and the founders' countries. We line up the filing, the address and the partners.
Why work with RomaniaRegist
We file. Tax opinions are tax consultancy (art. 3(1) OG 71/2001). We are a trust and company service provider notified to ONPCSB (art. 5(1)(g) Law 129/2019).
From our practice
Before a holding file goes to the Trade Register, intake checks the founder companies, their beneficial owners and the apostilled documents. It also checks who takes each part of the chain.
VAT, customs and tax compliance lead
Frequently asked questions
Do you give us the tax opinion on our holding structure, or who does?
No. Choosing the regime and giving an opinion on the structure are tax consultancy. Answering ANAF during a procedure and preparing appeals are tax consultancy too (art. 3(1) OG 71/2001). Only persons in the active section of the CCF register may do this (art. 8(6)). A CCF tax consultant gives the opinion. We file the company and explain the statute.
Can I be promised tax-free dividends from my Romanian holding?
No. Every exemption has conditions. One is at least 10% held for an uninterrupted year. Another is profit-tax status without option or exemption. A non-resident payee who claims a treaty or the EU exemption also needs a tax residence certificate. The anti-abuse rules apply too (art. 24(6), 229(2) and 404 Fiscal Code). Whether a chain meets them is a tax opinion. We promise nothing.
Can a holding SRL on the 1% micro tax receive and pay dividends without the 16% tax?
A micro-enterprise deducts dividends received from a Romanian company from its revenue base (art. 53(1)(n) Fiscal Code). The 16% exemptions need the recipient to pay profit tax without option, or a tax that substitutes it. For dividends paid out, the payer must do the same (art. 43(4), 229(1)(c)). Whether the micro tax counts is for a CCF tax consultant. Fiscal groups exclude micro-enterprises.
Does a holding with only a registered-office address count as Romanian-resident, and do substance or CFC rules apply?
A Romanian company is resident by incorporation. A foreign one is resident if its place of effective management is in Romania (art. 7 pt. 37 Fiscal Code). The controlled foreign company rule applies at control above 50%. It carves out a controlled foreign entity in the EU or EEA with staff, equipment, assets and premises. We provide the seat. A CCF tax consultant does the analysis.
Is a Romanian holding company a special legal form, or just an SRL or SA?
It is an SRL or SA registered at the Trade Register with a holding activity. Law 31/1990 lists the company forms (art. 2, text of January 2024). None of them is a holding company as such. A legal person, not only an individual, may found a company (art. 1(1)). This means a foreign parent company can be the founder.
Does a Romanian holding pay tax on dividends it receives from its Romanian subsidiaries?
Dividends from a Romanian legal person are non-taxable for profit tax (art. 23(a) Fiscal Code). Expenses linked to them are not deductible (art. 25(4)(e)). The subsidiary owes 16% of the gross dividend paid to a Romanian company (art. 43(2)). The exception is a holding that meets the 10% and one-year test. Both companies must pay profit tax without option (art. 43(4)).
Are dividends from EU or non-EU subsidiaries taxed at the holding, and what are the 10% and one-year conditions?
Dividends from an EU subsidiary are non-taxable if the parent holds at least 10% for an uninterrupted year and pays profit tax without option (art. 24(1)). An incomplete year means tax, then recalculation (art. 24(2)). Deductible dividends get no relief (art. 24(4)). From a profit-taxed non-EU treaty-state company, 10% held for an uninterrupted year when booked is enough (art. 23(b)).
Is the gain on selling a subsidiary taxed in Romania?
Gains on selling or revaluing a participation are non-taxable where the holding has held at least 10% for an uninterrupted year (art. 23(i) Fiscal Code). The company can be Romanian, or from a state with which Romania has a tax treaty. Liquidation proceeds of such a company are non-taxable under the same test (art. 23(j)).
How are dividends paid by the Romanian holding taxed in 2026?
Individuals pay a final 16% on dividends distributed from 1 January 2026 (art. 97(7)). Non-residents bear 16% withholding (art. 224(4)(b)). An EU parent is exempt if it meets the form, residence and tax conditions. It must have held at least 10% for an uninterrupted year to payment. The payer must also pay profit tax without option (art. 229(1)(c)). Treaty or EU relief needs a residence certificate at payment.
Can Romanian group companies be taxed together as a fiscal group?
Yes, as an option. Romanian companies may consolidate for 5 fiscal years. They must be linked by a direct or indirect holding of at least 75%, kept for an uninterrupted year (art. 422, 423 Fiscal Code). Micro-enterprises cannot be members. The legal representative of the responsible company files the joint request. All members' representatives sign it. It is due at least 60 days before the period.
SRL or SA as the holding vehicle: which capital and member rules apply?
A new SRL needs at least 500 lei of capital. An SRL with previous-year net turnover above 400,000 lei needs 5,000 lei. The deadline is the end of the following financial year (Art. VI(1), (3) Law 239/2025). An SRL has at most 50 members and issues no bonds. An SA needs 90,000 lei (Law 31/1990, January 2024 text) and at least 2 shareholders.
Which CAEN code does a holding company register, and why do searches say 6420?
CAEN Rev. 3, approved by INS Order 377/2024, maps 1:1 to NACE Rev. 2.1. In NACE Rev. 2.1 holding companies are class 64.21 (Regulation (EU) 2023/137). Under NACE Rev. 2, the older numbering, the class was 64.20 (Regulation (EC) 1893/2006). The partner lawyer or consultant confirms the Romanian code number at filing.
What documents does a foreign parent company provide to found a Romanian holding?
Its corporate documents go in the original, apostilled (Hague states) or superlegalised (art. 76(1) Law 265/2022, 2022 text). A treaty or EU rule can remove that need. Each document needs a legalised Romanian translation (art. 76(2)). For an EU founder, the Trade Register reads its data through the registers interconnection (art. 72(4)). The natural persons at the top are declared as beneficial owners.
Does a tax treaty lower the withholding tax, and what paperwork does the payer need?
A treaty rate caps the domestic rate (art. 230(1) Fiscal Code). Tax paid abroad is credited under a treaty (art. 39(1)). ANAF's list names 90 partner countries. To apply a treaty, the non-resident hands the payer a tax residence certificate at the time of payment (art. 230(2)). A country's rate is for a CCF tax consultant.
How much does it cost to set up a holding company in Romania?
Pricing is on request. Capital is the company's money, not a fee. It is at least 500 lei for a new SRL (Law 239/2025). For an SA it is 90,000 lei (Law 31/1990, January 2024 text). Acts the law sends to Monitorul Oficial Part IV cost 152 lei per manuscript page in 2026 (Decision 1/2026). We confirm Trade Register charges with the file.
Ready to register your holding company?
Tell us who founds the holding and where they are seated. We return the documents list and the filing route.
Call +40 21 312 3456 or write to info@company-registration-in-romania.com, Monday to Friday, 09:00 to 18:00, Bucharest time.