Open a Branch Office in Romania
Branch of a foreign company · Trade Register filing · no separate legal entity required
A branch (sucursală) is a secondary establishment of a foreign company in Romania. Unlike a Romanian SRL (subsidiary), a branch is not a separate legal entity — it is an extension of the parent company, which retains full legal and financial responsibility for all of the branch’s obligations in Romania.
Romania For Business SRL manages the complete branch registration process — from reviewing parent company documents and coordinating certified translations to filing at the Romanian Trade Register (ONRC) and completing tax registration with ANAF. All client communication is in English.
The parent company bears full liability for the Romanian branch. This is the key legal distinction from a subsidiary (SRL). Before choosing a branch structure, we recommend confirming the liability implications with your corporate and tax advisers in both Romania and your home jurisdiction.
Branch vs Subsidiary (SRL) — Key Differences
The choice between opening a branch and incorporating a Romanian subsidiary (SRL) is one of the most important structural decisions for a foreign company entering Romania. The table below covers every material difference.
| Factor | Branch (Sucursală) | Subsidiary (Romanian SRL) |
|---|---|---|
| Legal status | Extension of the parent — not a separate entity | ✓ Separate Romanian legal entity |
| Liability | Parent company fully liable for all branch debts | ✓ Limited to company’s own assets |
| Corporate tax rate | 16% CIT on Romanian-source profit | Microenterprise 1%/3% or 16% CIT |
| Microenterprise tax regime | ✗ Not available to branches | ✓ Available if conditions met |
| Dividend repatriation | Profits transferred to parent — no dividend tax | 10% dividend tax on distributions |
| Parent company documents required | ✓ Yes — apostilled and translated | ✗ Not required |
| Minimum share capital | ✗ None required | 500 RON (~€100) minimum |
| Management | Branch manager appointed by parent | Director(s) appointed by shareholders |
| Accounting obligations | Full Romanian bookkeeping required | Full Romanian bookkeeping required |
| VAT registration | Standard process — same as SRL | Standard process |
| Dissolution / closure | ✓ Simpler — branch de-registration | Full liquidation process required |
| Suitable for | Market testing; project delivery; EU operations | ✓ Long-term presence; full operations |
| Reputational / banking perception | Some banks prefer SRL structure | ✓ Generally preferred by Romanian banks |
The tax treatment of branch profits vs subsidiary dividends can be significantly different depending on the parent company’s home jurisdiction and any applicable double-tax treaties with Romania. Always confirm the optimal structure with qualified Romanian and home-country tax advisers before proceeding.
When Does a Branch Structure Make Sense?
A branch is not always the right choice — but in the right circumstances it is the most efficient structure for a foreign company operating in Romania. The following scenarios are where a branch is most commonly chosen:
Branch is typically the better choice when…
- The foreign company wants to test the Romanian market before committing to a full subsidiary
- A specific contract or project in Romania requires a local registered entity with the parent’s track record and credibility
- The parent company is an EU company benefiting from 0% dividend tax on distributions from Romanian subsidiaries — a branch avoids the Romanian dividend tax entirely
- The foreign company already has strong brand recognition and does not need a distinct Romanian legal identity
- The engagement in Romania is temporary or project-based rather than a long-term operational presence
Subsidiary (SRL) is typically better when…
- Long-term operations are planned in Romania with employees, assets and client relationships
- Limiting liability to Romanian operations is important — parent company should not be exposed to Romanian obligations
- The microenterprise tax regime (1%/3% on revenue) is advantageous for the planned activity
- A Romanian bank account is needed and the bank prefers dealing with a locally incorporated entity
- The company will raise investment, enter joint ventures or have Romanian co-investors
Documents Required to Register a Branch in Romania
Branch registration requires more documentation than fresh SRL incorporation because the Trade Register needs to verify the existence, good standing and authority of the parent company. All foreign-language documents must be accompanied by certified Romanian translations.
| Document / item | Detail and requirements |
|---|---|
| Parent company resolution | Resolution of the parent company’s board / governing body authorising the opening of a Romanian branch, appointing the branch manager and specifying the scope of the branch’s activities. Must be apostilled. |
| Extract from parent company’s Trade Register | Official extract or certificate of good standing from the relevant company registry in the parent company’s home country, confirming the company’s legal existence and current status. Must be apostilled and translated into Romanian. |
| Articles of association / constitutional documents | Full constitutional documents (Articles of Association, Memorandum of Association or equivalent) of the parent company. Must be apostilled and translated into Romanian by a certified translator. |
| Power of attorney for branch manager | PoA granting the branch manager authority to represent the parent company in Romania and to sign branch registration documents. Prepared by Romania For Business SRL in bilingual format. |
| Branch manager — identity documents | Copy of valid passport or national identity document of the appointed branch manager. Proof of current residential address. |
| Legal address for the branch in Romania | Proof of right to use a registered address in Romania (lease agreement, title deed or virtual office arrangement). Required for Trade Register registration. |
| Description of branch activities | Plain-language description of the activities the branch will conduct in Romania — our team will identify the corresponding CAEN codes. |
| Certified Romanian translations | All documents in foreign languages must be accompanied by certified translations into Romanian. Romania For Business SRL coordinates this through a network of authorised translators. |
Documents issued in EU Member States are generally accepted in Romania without apostille under EU law — however, this should be confirmed for your specific country and document type. Documents from non-EU Hague Convention countries require apostille. Documents from non-Hague countries require full legalisation. Our team confirms requirements before you begin.
How Branch Registration Works
Branch registration in Romania follows a structured process. The complexity is higher than SRL formation due to the requirement to verify and translate parent company documents, but Romania For Business SRL manages every step on the Romanian side.
Consultation & structure decision
Parent company documents reviewed
Apostille & translations coordinated
Branch manager PoA prepared
Full document file assembled
ONRC filing — branch registration
Branch registration certificate issued
ANAF tax registration completed
Once registered, the branch has its own CIF (tax identification number) in Romania and can open a bank account, employ staff, enter into contracts and conduct the activities specified in the registration. The branch does not have a separate legal personality — all contracts are with the parent company.
Branch Registration Timeline — Stage by Stage
| Stage | Typical duration | Notes |
|---|---|---|
| Initial consultation & structure confirmation | 1–2 working days | Branch vs SRL decision confirmed; documents list prepared |
| Parent company document review | 1–2 working days | We assess which documents are needed and their apostille status |
| Apostille of parent company documents | 3–15 working days | Depends on country — some offer same-day apostille, others take longer |
| Certified Romanian translation of all documents | 2–5 working days | Coordinated by Romania For Business SRL through authorised translators |
| Branch manager PoA prepared & signed | 1–2 working days + sign | Bilingual PoA drafted; signed by parent company authority |
| Full registration file assembled | 1 working day | All documents checked, collated and verified before submission |
| Trade Register submission (ONRC) | Day of completion | Full file submitted to ONRC on the same day it is ready |
| ONRC processing | 5–10 working days | Statutory processing time — longer than SRL due to document volume |
| Branch registration certificate issued | Day of approval | CIF assigned; branch is legally established |
| ANAF tax registration | 1–2 working days | Branch registered with Romanian tax authority; tax regime confirmed |
| Document package delivered to client | Same day as receipt | Full bilingual document set delivered digitally |
Total typical timeline: 4–6 weeks from instruction to registration certificate — varies by apostille speed.
The main variable in the branch registration timeline is the apostille process in the parent company’s home country. Some countries process apostilles in 1–2 days; others can take 2–3 weeks. Our team will confirm the expected timeline for your specific country before you begin.
Tax Treatment and Ongoing Compliance for a Romanian Branch
A Romanian branch has its own tax registration and ongoing compliance obligations in Romania. These are separate from the parent company’s home-country obligations.
| Area | Branch treatment in Romania |
|---|---|
| Corporate income tax | The branch is subject to Romanian corporate income tax (CIT) at 16% on the profit attributable to its Romanian activities. The microenterprise revenue tax regime (1%/3%) does not apply to branches of foreign companies. |
| VAT | Standard Romanian VAT rules apply to branch activities — 21% standard rate. The branch can register for VAT voluntarily or must register if the annual threshold (RON 395,000) is exceeded. EU VAT (VIES) registration is also available via a separate application. |
| Dividend / profit transfer | Profits can be transferred from the branch to the parent company without Romanian dividend tax. This is one of the key tax advantages of a branch vs SRL structure — particularly for EU parent companies benefiting from the EU Parent-Subsidiary Directive. |
| Payroll & social contributions | If the branch employs staff in Romania, full Romanian payroll tax, health insurance and social contribution obligations apply — the same as for an SRL with employees. |
| Annual financial statements | A Romanian branch must file annual financial statements with ANAF, prepared by a qualified Romanian accountant. The branch must also maintain full Romanian bookkeeping records. |
| ANAF reporting calendar | Monthly or quarterly VAT returns; quarterly CIT prepayments; annual CIT declaration; annual financial statements. A Romanian accountant is required from the first month of activity. |
| Transfer pricing | If the branch conducts transactions with the parent company, Romanian transfer pricing rules apply. These require that transactions between related parties are at arm’s length and properly documented. |
Opening a Romanian branch may create a permanent establishment (PE) of the parent company in Romania for the purposes of the parent’s home-country tax treaty obligations. This can affect where profits are taxed. We strongly recommend obtaining tax advice in both Romania and the parent company’s home jurisdiction before choosing the branch structure.
OPENING A BRANCH OF A FOREIGN COMPANY IN ROMANIA
all-inclusive
PACKAGE INCLUDES:
- Advice on branch vs subsidiary structure for your situation
- Preparation of all branch registration documents in Romanian and English
- Review and advice on parent company documents required
- Power of attorney for branch manager prepared (bilingual template)
- Coordination of certified Romanian translation of all parent company documents
- Branch manager appointment documentation
- Trade Register filing for branch registration (ONRC)
- Beneficial owner (UBO) declaration filing
- Tax registration with ANAF — branch CIF (tax ID) issuance
- Virtual office / legal address in Bucharest for 1 year
- Full bilingual document package delivered digitally after registration
OPTIONAL ADD-ONS
- Apostille of parent company documents (per document) + €100
- Certified notarial translation (per page, country dependent) on request
- VAT registration for the branch (national or EU/VIES) + €150
- EORI number registration + €200
- Bank account opening coordination for the branch + €300
- Personal NIF tax ID for branch manager (non-resident) + €300
- Legal address renewal (year 2 onwards) from €210/yr
- Ongoing compliance & annual branch reporting support on request