SRL in Romania for Founders Based Abroad

No. The filing can be made without you. You sign the application by hand or with a qualified electronic signature (art. 82(1) Law 265/2022). Or an attorney files under a notarised power of attorney (art. 79(1)). EU law requires that a Romanian SRL can be formed fully online (Directive 2017/1132, art. 13g(1)). This page does not cover how Romania applies that right.

Expect so. Under Law 265/2022 (2022 text), an extract of the registration decision is published in Monitorul Oficial (art. 16(1)(a) and (4)). The extract names the founders and administrators with their country, town and county (art. 16(2)). Founders are not anonymous. We have not verified whether that publication still applies after later amendments.

Not automatically, and we promise no code. You can request VAT in the registration filing (art. 316(1¹)(a) Fiscal Code). ANAF then analyses the risk (art. 316(9)). The listed criteria include a foreign administrator without Romanian tax residence with capital under 45,000 lei. They also include a comodat seat of one year or less, or a lawyer's professional seat, each without secondary premises.

The law gives the registrar one working day to decide (Law 265/2022, 2022 text, art. 105(1)). That is a term, not a promise. An incomplete file gets up to 15 calendar days to be fixed (art. 106(1)). In 2024 the Government recorded major registration difficulties (OUG 109/2024). The 48 hours in our tagline cover preparing and filing. They do not cover the decision or a VAT code.

The SRL needs a registered office, and the file must contain proof of the declared seat (art. 36(2)(c) Law 31/1990). If the deed that gives the right to use the premises expires, that is a ground for dissolution (art. 237²(1)(a)). Some seat patterns are VAT risk criteria, so a virtual office is not always enough. We have not confirmed which proofs are accepted.

No notary is needed unless a member contributes real estate, because all members sign the constitutive act under private signature (art. 5(6) Law 31/1990). An attorney who files needs a notarised power of attorney (art. 79(1) Law 265/2022). The law reserves a bespoke act to lawyers, unless a law provides otherwise (Law 51/1995, art. 3(1)(c), (2)). We fill in the standard form.

Yes to both, as a rule. You file supporting documents in Romanian. Foreign ones come with a legalised Romanian translation (art. 75(1) and 76(2) Law 265/2022). They also need an apostille or superlegalisation, unless a treaty or EU rule removes it (art. 76(1)). A power of attorney notarised in the EU still needs the apostille. Regulation (EU) 2016/1191 covers civil-status documents only.

Yes. A newly formed legal person must hold a payment account in Romania within at most 60 working days of formation (Art. II Law 239/2025). Not holding one is an offence, fined 3,000 to 10,000 lei. The bank decides whether to open the account, and RomaniaRegist cannot promise it.

We cannot. The law reserves bookkeeping, payroll and tax returns for clients under an accounting contract to CECCAR members (OG 65/1994, art. 21(1) and 43(1)). Your own staff may keep your books. A tax consultant, a lawyer or a CECCAR accountant under an accounting contract answers ANAF in a procedure (OG 71/2001). We can point you to an accountant.

The 500 lei minimum is for new SRLs (Art. VI(2) Law 239/2025). SRLs already registered must raise their capital to the amount set under paragraph (1) within two years of 18 December 2025, which is by 18 December 2027 (our computation). That amount is 5,000 lei for companies with previous-year net turnover above 400,000 lei. We found no text that obliges a low-turnover SRL to reach 500 lei.

Not before. A new SRL needs at least 500 lei (Art. VI(2) Law 239/2025). With previous-year net turnover above 400,000 lei, it needs 5,000 lei by the end of the next financial year (Art. VI(1), (3)). Cash is compulsory (art. 16(1) Law 31/1990). You pay in 30% within 3 months and before trading, the cash balance within 12 months, and in-kind contributions within 2 years (art. 9¹(2)).

Yes. The Company Law text that we read sets no residence or nationality condition for members or administrators. The filing gives a non-resident individual founder or administrator a NIF (Fiscal Procedure Code, art. 83(1)). An administrator must expressly accept the post (art. 72 Law 31/1990). Immigration and other tax rules are separate questions, and this page does not answer them.

Yes to both. One person can form an SRL, and then only the articles are drawn up (art. 5(2) Law 31/1990). A legal person can be the sole member, with contracts between the two in writing (art. 15). Administrators may or may not be members (art. 197(1)). We have not confirmed whether a legal person can be the administrator.

Ask a tax consultant or accountant. The micro regime is optional (art. 48(1) Fiscal Code). It taxes 1% of revenue (art. 51(1)), up to EUR 100,000 (art. 47(1)(c)). A new company may opt for it from year one if it meets the capital and single-micro conditions on registration. It must then hire the required employee within 90 days (art. 48(3)). Profit tax is 16% (art. 17).

An SRL, societate cu răspundere limitată, is the Romanian limited liability company. Members answer only up to the subscribed share capital (art. 3(3)). It can have one member or up to 50 (art. 5(2) and 12). One or more administrators run it (art. 197(1)). Source: Law 31/1990, text of January 2024.