Joint Stock Company (SA) in Romania for Founders Abroad
We fill in the standard forms, supply the registered office address and file your SA at the Trade Register. We work for founders and groups abroad.
- 90,000 lei minimum capital (Law 31/1990, text of January 2024)
- At least 2 shareholders
- At least 30% paid in at formation (simultaneous subscription)
- Power of attorney or qualified e-signature
What we do for a Romanian SA
We file the SA, the societate pe acțiuni (joint-stock company), for founders and groups based outside Romania. From Bucharest we fill in the standard forms and supply the registered office address. We file at the Trade Register and deal with the registrar until the registrar issues the certificate. This is our company registration service, set to the rules of an SA.
Some decisions are not ours to make. A partner Romanian lawyer prepares the choice of board system and any bespoke deed. Bookkeeping, payroll, tax returns, audit and tax advice belong to licensed professions, so we do not offer them here.
What's included
These cards list the filing work for an SA, item by item, and say where it stops.
Name check and reservation
We check that the name is free and request its reservation. An SA name carries "societate pe acțiuni" or "S.A." written in full (art. 56 Law 265/2022, 2022 text).
Registered office address
We supply the registered office (sediu social) address ourselves, as a company service provider. We put the document that proves the seat in the file.
Standard-form constitutive act
ONRC, the Oficiul Național al Registrului Comerțului (National Trade Register Office), may offer a standard form for the SA. If it does, we fill it in, including the beneficial-owner clause. Bespoke acts go to a partner lawyer.
File assembly, apostille and translation
We assemble the file in Romanian. We coordinate the apostille and the legalised translation of foreign documents. The notary and the translator are third parties.
Liaison with the registrar's expert
If you contribute capital in kind, we deal with the authorised expert. The registrar appoints this expert to value the contribution (art. 38(1) Law 31/1990).
Filing, CUI and the certificate
We file as your attorney within the 15 days the law allows from signing the act. We request the CUI and, if you choose, VAT. We answer the registrar and collect the certificate.
Later board, censor and auditor filings
When the company changes its administrators, board members, censors or auditor, we file the change with the Trade Register. The decision is the company's.
What stays with other professionals
A partner lawyer drafts bespoke deeds and advises on structure. CECCAR accountants keep the books, run payroll and file returns. A CCF tax consultant advises you and answers ANAF, the tax administration. Auditors carry out audits.
Who this is for
Each card shows what the situation involves under the law. A lawyer can say whether the SA fits your plan.
A group with a parent and a second shareholder
An SA needs at least 2 shareholders (art. 10(3)). If the number stays below 2 for more than 9 months, a court can dissolve the SA. Our page on a holding company in Romania covers group structures.
Investors paying in cash or property
The 90,000 lei is subscribed. On simultaneous subscription, at least 30% is paid in at formation. The cash balance follows within 12 months (art. 9(2), 10(1)). The registrar's expert values property.
Companies that need a board and audit arrangements
The SA needs an odd number of administrators or the two-tier system. It also needs either censors or a financial audit. It carries these duties from the first day (art. 137, 153, 160).
Freelancers and sole traders
The SA needs 2 shareholders and 90,000 lei of capital. For one person working alone, see how a PFA and an SRL compare for a freelancer in Romania.
How the process works
Check the conditions
The SA needs at least 2 shareholders throughout, 90,000 lei subscribed, 30% paid in on simultaneous subscription, and censors or an audit (art. 9, 10, 160 Law 31/1990). A lawyer advises whether the SA suits your plan.
Who acts: RomaniaRegist informs; partner lawyer advises
Choose the board system and the first appointees
The system is one-tier or two-tier (art. 153(1)). The act names the first board and the first censors or auditor (art. 8(g), (h)). Each appointee accepts expressly and is insured (art. 15312(3), (4)).
Who acts: partner lawyer; the shareholders supply the people
Name check and reservation
We request the reservation of a name carrying "S.A." or "societate pe acțiuni" (art. 56 Law 265/2022, 2022 text). The sources we read publish no official time for it.
Who acts: RomaniaRegist
Constitutive act
The SA has one constitutive act, or a contract and articles (art. 5(1), (3)). It states the capital, the shares and the closed or open type. A notarial deed is needed for public subscription (art. 5(6)(c)) or for contributed real estate.
Who acts: RomaniaRegist (ONRC standard form, where one is offered for the SA) or partner lawyer; all signatories sign
Capital
On simultaneous subscription, at least 30% is paid in at formation. The cash balance follows within 12 months of registration (art. 9(2)). For property, the registrar appoints an expert within 5 days (art. 38(1)).
Who acts: the shareholders with a bank; the expert values
Authority from abroad and documents
You can use a qualified electronic signature (art. 82(1)). Or you can use a notarised power of attorney or a lawyer's mandate (art. 79(1)). Foreign documents need a legalised translation (art. 76(2)). A power of attorney notarised in the EU still needs the apostille.
Who acts: the shareholders and a notary; we coordinate
Filing
We file within the 15 days the law allows from signing the act (art. 36(1) Law 31/1990). The act states the beneficial owners. In the same filing we request the CUI and, if you choose, VAT.
Who acts: RomaniaRegist as attorney
The registrar decides
The registrar has one working day to decide. That is a term in the law, not a promise (Law 265/2022, 2022 text, art. 105(1)). Fixes get up to 15 calendar days (art. 106(1)). The certificate carries the CUI and EUID.
Who acts: the registrar; we answer requests and collect it
How an SA is filed from abroad
Shareholders
RomaniaRegist
Partner lawyer or notary
Expert and registrar
ANAF
- Term 5expert appointed within 5 days of the application (art. 38(1))
- Term 7filing within 15 days of signing (art. 36(1) Law 31/1990)
- Term 8registrar: one working day, statutory term, not a promise (art. 105(1) Law 265/2022); up to 15 calendar days to fix a file (art. 106(1))
Law 265/2022, 2022 text; the Government recorded registration backlogs in 2024.
A question on shareholders, the board or the documents?
Tell us who the shareholders and the first board members are. We reply with the documents and the filing route.
Documents you will need
- Passport or identity document of every shareholder, board member and censor
- A corporate shareholder's constitutive documents, apostilled where required, with a legalised Romanian translation
- The names of at least 2 shareholders
- The first board members and the first censors or auditor, each accepting and insured
- Your choices: board system, number and value of shares, closed or open type
- The data the beneficial-owner clause needs
- The capital decision: 30% paid in at formation, the cash balance within 12 months
- The contribution in kind, if any, for the registrar's expert
- A notarised power of attorney, or the shareholders' qualified electronic signature
- The deed for the registered office, if you bring your own premises
- Information for our KYC checks, as a company service provider
What the law sets for an SA in 2026
The figures below are dated. The Law 31/1990 rows follow Company Law 31/1990, text of January 2024. The Law 265/2022 rows follow its 2022 text.
| requirement | rule | source |
|---|---|---|
| Minimum share capital | 90,000 lei. The Government may revise it at most every 2 years toward the lei equivalent of 25,000 euro (art. 10(1)); that is the target in the law, and a revision after January 2024 is not verified. Law 239/2025 does not touch art. 10; its 500 and 5,000 lei figures are for SRLs only | art. 10(1) Law 31/1990; Art. VI(1) and XXIV Law 239/2025, in force 18 December 2025 |
| Shareholders | at least 2; more than 9 months below 2 lets any interested person ask the court to dissolve the company | art. 10(3) Law 31/1990 |
| Pay-in | the capital is fully subscribed by the signatories of the act; at least 30% is paid in at formation; the balance is due within 12 months of registration for cash and within 2 years for contributions in kind (a new SRL pays 30% within 3 months after registration) | art. 9(1), (2) Law 31/1990; art. 91(2) for the SRL comparison |
| Contributions in kind | the registrar appoints one or more authorised experts within 5 days of the application to value them | art. 38(1) Law 31/1990 |
| Shares | registered shares, on paper or dematerialised; nominal value not less than 0.1 lei; the act states closed or open type and any transfer restriction | art. 91, 93(1), 8(f2) Law 31/1990 |
| Filing and the registrar | filing within 15 days of signing the act; the registrar decides within one working day (a statutory term, not a promise); up to 15 calendar days to fix an incomplete file; registration backlogs recorded by the Government in 2024 | art. 36(1) Law 31/1990; art. 105(1), 106(1) Law 265/2022, 2022 text; OUG 109/2024 |
| Certificate and publication | the certificate carries the register number, CUI and EUID; acts the law sends to Monitorul Oficial Part IV are charged at 152 lei per manuscript page (2026), a gazette tariff and not an ONRC fee | art. 110(1) Law 265/2022, 2022 text; Monitorul Oficial tariff, Decision 1/2026, pt. 5.1 |
| Payment account | opened in Romania or at a State Treasury unit within at most 60 working days of formation; not holding one is fined 3,000 to 10,000 lei | Art. II Law 239/2025, applies from 2026 |
| Beneficial owners | declared at incorporation, met by naming them in the constitutive act, and on every change | art. 56(1), (7) Law 129/2019 |
| Tax touch-points (information, not advice) | profit tax is 16% of taxable profit, as for an SRL; a newly VAT-registered company goes through an ANAF risk analysis; the criterion of a foreign administrator without Romanian tax residence plus capital under 45,000 lei does not apply at the SA minimum, the other criteria still do | art. 17, 316(9) Fiscal Code; Annex 6 pt. 5.1 of the VAT norms |
The first year of a new SA
Months from formation and registration
- At formationAt least 30% of the capital paid in at formationart. 9(2) Law 31/1990
- At least every 3 monthsThe board of administrators meetsart. 141(1)
- 12 monthsThe cash balance within 12 months of registrationart. 9(2)
Working days from formation
- 60 working daysA payment account in Romania or at a State Treasury unitArt. II Law 239/2025, applies from 2026
ANAF VAT risk analysis, no time statedart. 316(9) Fiscal Code
The two tracks run on their own scales and are not converted into each other.
Board systems, censors and audit
The constitutive act chooses the system, and a partner Romanian lawyer prepares that choice. The table sets out what each system requires. It does not say which one suits you.
| aspect | one-tier system (sistemul unitar) | two-tier system (sistemul dualist) |
|---|---|---|
| Organs | a sole administrator or an odd-numbered board of administrators (art. 137(1)); the board may delegate management to directors under a general director (art. 143(1)), compulsory in an audited SA (art. 143(4)) | a management board (directorat) and a supervisory board (consiliu de supraveghere), if the act provides for them (art. 153(1)) |
| Number of members | an odd number, at least 3 where the accounts must be audited (art. 137(2)); micro and small enterprises may derogate (art. 1521) | management board an odd number, one meaning a sole managing director, at least 3 if audited (art. 1531); supervisory board 3 to 11 (art. 1536(3)) |
| Appointment | first administrators named in the act, later ones elected by the ordinary general meeting (art. 8(g), 1371(1)) | first supervisory board named in the act; the supervisory board designates the management board (art. 1532(1)) |
| Who may sit | a legal person, through a permanent natural-person representative; directors are natural persons (art. 15313) | the same for a supervisory board member; management board members are natural persons, and nobody sits on both boards (art. 1538(1)) |
| Mandates | set by the act, at most 4 years, the first board at most 2 years; express acceptance and professional liability insurance; at most 5 mandates for a natural person in SAs seated in Romania, unless the person owns at least a quarter of the shares or sits on the board of an SA that does (art. 15312, 15316(1), (2)) | the same rules |
| Employment | no employment contract with the SA during an administrator's mandate (art. 1371(3)) | not covered here |
| Censors | 3 censors and an alternate unless the act sets more (art. 159(1)); an audited SA may decide not to apply this (art. 160(12)); a non-audited SA contracts an audit or appoints censors (art. 160(3)); the censor who is a chartered accountant may be an outsider (art. 161(1)) | the law's censor rules do not apply (art. 153(3)) |
| Audit | statutory audit above two of: 16,000,000 lei total assets, 32,000,000 lei net turnover, 50 average employees, after two consecutive years (OMF 2.036/2025, Annex 1 pt. 2.6(4), financial year 2025) | always subject to financial audit (art. 160(11)); the management board has at least 3 members where the accounts are subject to a legal audit obligation (art. 1531(5)) |
Problems we solve
These are the points where SA files go wrong. Each card says how we handle one.
Capital figures that disagree
Law 239/2025 set 500 lei for new SRLs only (ANAF comparison table, in force 18 December 2025). The SA keeps 90,000 lei, with 30% paid at formation. We file on the dated figure.
A sole foreign parent
An SA needs 2 real shareholders. We run KYC on each one and on every beneficial owner. To acquire an existing company instead, see how the share transfer of a ready-made company is registered.
Board and audit rules spread over many articles
These rules cover odd numbers, 3 administrators where audited, a permanent representative for a legal-person administrator, and a 5-mandate cap with exceptions. We map them in the table above. The partner lawyer settles the system in the act.
The SA is not an EU online-formation form
The EU requires online formation only for the Romanian SRL (Directive (EU) 2019/1151, art. 13g(1), Annex IIA). We work through your qualified electronic signature or a notarised power of attorney. We never call the SA fully online.
A timeline and a VAT code that depend on others
The registrar's one working day is a term in the law. The Government recorded backlogs in 2024. ANAF checks the risk of each new VAT registration. The 45,000 lei criterion (Annex 6, pt. 5.1) does not apply at the SA minimum. Other criteria still apply. We promise nothing.
A specific question on capital, the board or the audit?
Ask before the act is signed. We reply with the rule, its article and what your file needs.
Why work with RomaniaRegist
We are a company service provider notified to ONPCSB (Law 129/2019, art. 5(1)(g)). We run KYC on every shareholder, board member and beneficial owner.
From our practice
Andrei checks the name, assembles identity documents, apostilles and certified translations, and prepares the standard forms. Andrei books the notary, files at the ONRC and later files board, censor and auditor changes.
Registration and corporate filings lead
Frequently asked questions about the SA
Is 90,000 lei still the minimum capital for an SA in 2026, or did Law 239/2025 change it?
The figure is 90,000 lei in the text of January 2024 (art. 10(1) Law 31/1990). Law 239/2025 changed the minimum for SRLs only (Art. VI(1)). It completes Law 31/1990 at three articles, and art. 10 is not one of them. The Government may revise the minimum toward the lei equivalent of 25,000 euro. We have not verified a revision after January 2024.
Do I have to pay in the whole 90,000 lei before registration?
No. The signatories of the constitutive act must subscribe the whole capital (art. 9(1)). They pay in at least 30% at formation and the balance of cash contributions within 12 months of registration (art. 9(2)). An expert whom the registrar appoints values a contribution in kind (art. 38(1)).
Can one foreign company own 100% of a Romanian SA, and what if the SA drops to one shareholder?
No. An SA needs at least 2 shareholders (art. 10(3) Law 31/1990). A sole parent needs a second, real shareholder, and we do not supply one. If the number stays below 2 for more than 9 months, any interested person can ask the court to dissolve the company.
The SRL needs only 500 lei. What does the SA require instead?
The SA needs 90,000 lei of capital (art. 10(1)). At least 30% is paid in at formation (art. 9(2)). It also needs at least 2 shareholders, a board, and censors or a contracted audit. A new SRL needs at least 500 lei (Art. VI(2) Law 239/2025). Profit tax is 16% for both (art. 17 Fiscal Code). A lawyer advises which form suits you.
Can a company be an administrator of the SA, and who acts for it?
Yes. A legal person may be an administrator or supervisory board member through a permanent natural-person representative (art. 15313). Directors and management board members are natural persons. A natural person holds at most 5 such mandates in Romanian SAs. The cap has an exception for a person who owns at least a quarter of the shares or sits on the board of an SA that does (art. 15316).
Does a Romanian SA need a board of three directors?
Not always. The number of administrators is always odd (art. 137(1)). One is allowed unless the accounts must be audited, and then at least 3 are needed (art. 137(2)). Micro and small enterprises may derogate from that rule (art. 1521). This page does not cover the size limits that decide who qualifies.
What is the difference between the one-tier and the two-tier system?
The one-tier system has administrators, optionally with directors under a general director. The two-tier system has a supervisory board of 3 to 11 members, which designates a management board. Nobody sits on both (art. 153, 1532(1), 1536(3), 1538(1)). The constitutive act makes the choice, and a partner Romanian lawyer prepares it.
Does every SA need an auditor, or are censors enough?
A statutory audit applies once the SA is above the thresholds of OMF 2.036/2025 for two consecutive financial years. A one-tier SA below them still appoints 3 censors and an alternate, or contracts a financial audit (art. 159(1), 160(3)). An SA in the two-tier system always needs a financial audit (art. 160(11)).
Can a non-resident be an administrator of an SA, and does that affect the VAT code?
This page does not answer the separate questions of residence and work rights. For VAT, one ANAF risk criterion is a foreign administrator without Romanian tax residence combined with capital under 45,000 lei. An SA at the 90,000 lei minimum does not meet it. Other criteria still apply, and we promise no VAT code (art. 316(9)).
Can the administrator of an SA also be employed by the company?
Not under an employment contract during the mandate (art. 1371(3) Law 31/1990). On this point the SA differs from a sole SRL member. Ask a lawyer or a tax consultant how an administrator is paid instead. This page does not answer that.
How long do board members' mandates last?
The constitutive act sets the length, at most 4 years. The first board or supervisory board serves at most 2 years (art. 15312(1), (2)). A natural person holds at most 5 such mandates in SAs seated in Romania. The cap has an exception for a person who owns at least a quarter of the shares or sits on the board of an SA that does (art. 15316).
Can SA shares be dematerialised, and what is the minimum share value?
Yes. SA shares are registered shares, issued on paper or in dematerialised form (art. 91). The nominal value of a share may not be less than 0.1 lei (art. 93(1)). The constitutive act also states whether the SA is closed or open, and any restriction on share transfers (art. 8(f2)).
Can an SA be formed online like an SRL?
Not as an EU right. The Directive requires online formation only for the forms in Annex IIA, which for Romania is the SRL (art. 13g(1)). We do not claim that ONRC's portal covers the SA. You can file with a qualified electronic signature (art. 82(1)), or through an attorney under a notarised power of attorney (art. 79(1)).
How long does SA registration take?
The registrar has one working day to decide (art. 105(1) Law 265/2022, 2022 text). That is a term in the law, not a promise. An incomplete file gets up to 15 calendar days for fixes (art. 106(1)). A contribution in kind adds an expert step. In 2024, the Government recorded registration backlogs. Our 48 hours cover preparing and filing only.
What is a joint-stock company?
An SA, societate pe acțiuni, is a company whose capital is divided into registered shares (art. 91). Its shareholders answer only up to the subscribed capital (art. 3(3)). A partnership contract and articles of association form it, and these may be one constitutive act (art. 5(1), (3)). Source: Law 31/1990, text of January 2024.
Who are the shareholders, and where do they live?
Send us the shareholders, the planned board and where everyone lives. We return an SA filing plan.
Call +40 21 312 3456 or write to info@company-registration-in-romania.com, Monday to Friday, 09:00 to 18:00, Bucharest time.