Romanian Company — Company Structure & Tax

Understand the SRL structure · share capital · tax regimes · governance rules · CAEN codes

The Romanian SRL (Societate cu Răspundere Limitată) is the standard legal structure for small and medium-sized businesses in Romania — and the default choice for international entrepreneurs, foreign investors and foreign-owned companies establishing a Romanian presence. It is the Romanian equivalent of a limited liability company (LLC in the US, Ltd in the UK, GmbH in Germany, SARL in France).

This page explains how the SRL works: its legal structure, ownership and governance rules, share capital requirements, registered activity codes (CAEN), and the tax regimes available — including the microenterprise revenue tax and the standard corporate income tax. All information is written for an international audience in plain English.

Tax regime rules change — always verify before making structural decisions

Romanian microenterprise tax thresholds, eligibility conditions and rates have changed multiple times since 2022 and may change again. All tax information on this page is for general guidance only. Verify current rules with a qualified Romanian tax adviser before choosing your company structure or tax regime.

Romanian SRL — Key Facts at a Glance

500 RON

Minimum share capital (~€100)

1–50

Number of shareholders (individuals or companies)

1%–16%

Corporate tax rate (depending on regime)

10%

Dividend tax on distributions to individuals

21%

Standard VAT rate

3–7

Days — Trade Register processing time

Legal Structure of the Romanian SRL

The SRL is governed by Romanian Company Law No. 31/1990 (as amended). It combines limited liability for its shareholders with operational flexibility and relatively low administrative requirements — making it suitable for both single-founder start-ups and multi-shareholder foreign-owned businesses.

Characteristic	Detail
Full name (Romanian)	Societate cu Răspundere Limitată — abbreviated SRL
Legal personality	Separate legal entity — distinct from its shareholders. The company owns assets, enters contracts and bears liabilities in its own name.
Shareholder liability	Limited to each shareholder’s share capital contribution. Personal assets of shareholders are protected from company debts.
Number of shareholders	Minimum 1, maximum 50. Shareholders can be individuals (Romanian or foreign) or legal entities (Romanian or foreign companies).
100% foreign ownership	Permitted without restriction. A single foreign individual or a foreign company can be the sole shareholder.
Share capital (capital social)	Minimum 500 RON (approximately €100). Divided into share parts (părți sociale) with a minimum value of 10 RON each. Must be transferred to the company bank account within 30 days of registration.
Management	Managed by one or more directors (administratori). Directors can be shareholders or third parties. Foreign nationals can serve as directors without restriction.
Registered address (sediu social)	A Romanian address is mandatory. This can be a virtual office, rented premises, or owned property. See Legal Address & Virtual Office page.
Business activities (CAEN codes)	All activities must be specified using Romanian CAEN classification codes. Multiple codes can be registered. Certain activities require licences or authorisations.
Governing document	Articles of Association (Act Constitutiv) — sets out ownership, share capital, management, activities and internal governance rules.
Language of documents	All official documents must be in Romanian. Romania For Business SRL prepares all documents in bilingual Romanian/English format.
Dissolution	Requires a formal liquidation process — shareholders’ resolution, appointment of liquidator, settlement of debts and Tax Authority clearance before Trade Register de-registration.

Share Capital Requirements

The share capital (capital social) represents the combined value of all shareholders’ contributions to the company at registration. It is a legal commitment — not a bank deposit held in escrow — and must be transferred to the company’s bank account within 30 days of the account being opened after registration.

Scenario	Share capital guidance
Standard new SRL — no VAT registration needed	Minimum 500 RON (approximately €100). Standard for most start-up formations. Capital declared in the Articles of Association.
SRL with multiple shareholders	Total capital divided into share parts (no minimum per shareholder). Each shareholder’s percentage is recorded in the Articles of Association. Transfers of shares between shareholders or to third parties require a Trade Register filing.
VAT registration with a resident director	No mandatory increase beyond 500 RON. Standard VAT registration process applies without additional capital requirements.
VAT registration with a non-resident director (ANAF)	ANAF may require higher share capital — typically a minimum of approximately €10,000–€11,000 (RON 55,000–60,000) — as evidence of substance. The registered address must also have a minimum 12-month lease. Confirm exact requirements with your adviser.
Company acquiring real estate	No minimum capital requirement beyond 500 RON for the purchase. However, banks and counterparties may expect higher capitalisation for significant property transactions.
Increasing share capital after registration	Capital can be increased at any time by shareholders’ resolution and a Trade Register filing. This is a standard amendment — our team coordinates this.

Share capital vs working capital

The minimum share capital of 500 RON is a legal requirement — it is not intended as the company’s operating budget. International founders should plan their working capital separately from the statutory share capital. The share capital figure appears in the Trade Register and on official documents.

Tax Regimes Available to a Romanian SRL

A Romanian SRL can be subject to one of two corporate tax regimes depending on its revenue, number of employees, activity type and ownership structure. The choice of regime significantly affects the company’s tax burden — particularly at lower revenue levels.

On gross revenue

Microenterprise 1%

Annual revenue up to €60,000
At least 1 employee within 30 days
Shareholder controls max 1 micro-SRL
Company not in certain excluded sectors

On gross revenue

Microenterprise 3%

Annual revenue €60,000–€250,000
At least 1 employee
Shareholder controls max 1 micro-SRL
Not in excluded sectors

16%

On net profit

Standard CIT

Revenue over €250,000
OR no employees
OR excluded sectors (banking, insurance, etc.)
OR shareholder already controls a micro

Tax Regime Comparison — Full Detail

Tax area	Rules and rates
Microenterprise tax — 1% rate	Applies when annual revenue is below €60,000 AND the company has at least one employee registered within 30 days of incorporation. Tax is calculated on total gross revenue — not profit. Declared and paid quarterly.
Microenterprise tax — 3% rate	Applies when annual revenue is between €60,000 and €250,000 AND the company has at least one employee. Same gross-revenue base as the 1% rate. Declared and paid quarterly.
Microenterprise threshold — upper limit	If revenue exceeds €250,000 in any calendar year, the company exits the microenterprise regime and becomes subject to standard 16% CIT from the quarter in which the threshold was exceeded.
Shareholder limitation on micro regime	A Romanian individual or legal entity that holds more than 25% of the share capital can control at most one microenterprise at a time. Holding stakes in multiple companies above 25% may disqualify all of them from the microenterprise regime.
Excluded sectors (micro ineligible)	Companies in banking, insurance, capital markets, gambling, consulting and management are not eligible for the microenterprise regime regardless of revenue. Always verify with a tax adviser for your specific CAEN code.
Standard corporate income tax (CIT) — 16%	Applies to companies that exceed the microenterprise revenue threshold, have no employees, or operate in excluded sectors. Tax is calculated on net profit (revenue minus deductible expenses). Quarterly prepayments required; annual declaration by 25 March.
Dividend tax	10% tax on dividends distributed to individual shareholders. Withheld at source by the company when the dividend is paid. For EU corporate shareholders holding ≥10% for ≥1 year and the distributing company is on standard CIT — 0% dividend tax may apply under the EU Parent-Subsidiary Directive.
VAT — standard rate	21% on taxable supplies of goods and services in Romania. Registration is voluntary below the threshold; mandatory above RON 395,000 (~€80,000) annual turnover. Reduced rates of 9% and 5% apply to certain categories (food, medicine, housing, etc.).
EU VAT (VIES) — intra-community	Allows the company to conduct VAT-exempt intra-EU transactions under the reverse charge mechanism. Applied for separately from national VAT registration. A virtual office address is generally sufficient.
EORI number	Required for import/export of goods outside the EU. Applied for separately from ANAF after company registration. Romania For Business SRL can coordinate EORI registration as an optional add-on.
Personal income tax — director’s salary	If the director receives a salary from the Romanian company, it is subject to Romanian income tax (10%) and social contributions. The director’s tax residency and any applicable double-tax treaty must be considered.
Transfer pricing	If the company transacts with related parties (shareholders, parent companies, affiliated entities), Romanian transfer pricing rules require transactions to be at arm’s length and properly documented.

Governance and Management of a Romanian SRL

The Romanian SRL has a simple two-tier governance structure: shareholders (asociați) who own the company, and one or more directors (administratori) who manage it day to day. Unlike some EU structures, the SRL does not require a supervisory board.

Governance element	Rules for Romanian SRL	Flexibility
Shareholders (asociați)	1 to 50 individuals or companies. Romanian or foreign. No minimum shareholding per person.	✓ High — any nationality, any number up to 50
Directors (administratori)	One or more. Must be appointed in the Articles of Association or by shareholders’ resolution.	✓ High — Romanian or foreign national; shareholder or third party
Shareholder meetings	Decisions require majority or supermajority of share capital depending on matter. Meetings can be held remotely or by written resolution.	✓ Flexible — remote decisions permitted
Director authority	Directors act on behalf of the company within the scope set by the Articles of Association. Authority can be limited by the Articles.	✓ Customisable in Articles
Share transfer	Transfers to existing shareholders require majority consent. Transfers to third parties require supermajority or unanimous consent depending on Articles.	✓ Restrictable in Articles
Profit distribution	Dividends declared by shareholders’ resolution. Interim dividends permitted with a quarterly financial statement. 10% withholding tax applies.	✓ Flexible timing — quarterly permitted
UBO declaration	All beneficial owners holding more than 25% must be declared to the Trade Register. Updated within 15 days of any change.	Mandatory — no flexibility
Annual financial statements	Two per year: interim at 30 June and annual at 31 December. Must be filed with ANAF. Prepared by a qualified Romanian accountant.	Mandatory — no flexibility

CAEN Codes — Registering Your Business Activities

All business activities conducted by a Romanian SRL must be declared using CAEN codes (Clasificarea Activităților din Economia Națională) — the Romanian classification of economic activities, equivalent to NACE codes at EU level. CAEN codes are specified in the Articles of Association at registration and determine what the company is legally permitted to do.

CAEN code rule	What it means in practice
Multiple codes permitted	There is no maximum number of CAEN codes a company can register. Most founders register several codes covering their primary activity and any anticipated ancillary activities.
Primary activity code	One code must be designated as the primary activity (activitate principală) — the one expected to generate the majority of revenue. This code also affects the tax regime eligibility check for microenterprise.
Codes can be added or changed	CAEN codes can be amended at any time through a Trade Register filing. Adding codes is straightforward and inexpensive — there is no need to register all possible codes at incorporation if the activity is not yet planned.
Some activities require licences	Certain CAEN codes can only be exercised after obtaining a separate licence, authorisation or professional certification — for example, financial services (CAEN 64xx), insurance, gambling, transport, healthcare, education and legal services. Registration of the code at ONRC does not substitute for the licence.
Some sectors exclude micro regime	Companies whose primary CAEN code is in banking, insurance, capital markets, gambling, consulting or management are ineligible for the microenterprise tax regime. This is determined by the primary activity code.
CAEN code selection	Romania For Business SRL assists clients in identifying the most appropriate CAEN codes for their planned activities as part of the company formation service. If you are unsure which codes apply, describe your activity and our team will advise.

Regulated activities — confirm licence requirements before registering

Registering a CAEN code at the Trade Register does not grant the right to operate in a regulated sector. If your planned activity requires a licence (financial services, gambling, transport, healthcare, etc.), confirm the licence requirements with our Licensing team before proceeding with company registration.

Annual Compliance Obligations for a Romanian SRL

Once registered, a Romanian SRL has ongoing reporting and compliance obligations. These are managed by a qualified Romanian accountant (contabil autorizat or expert contabil). Romania For Business SRL connects clients with accounting partners as part of the integrated service model.

Frequency	Deadline	Obligation
Monthly	25th of following month	VAT return (D300) — if VAT-registered and monthly filer
Monthly	25th of following month	Payroll tax, health & social contributions — if employees on payroll
Quarterly	25th of month after quarter	Microenterprise revenue tax declaration (D100) — if on micro regime
Quarterly	25th of month after quarter	CIT prepayment declaration (D100) — if on standard CIT regime
Quarterly	25th of month after quarter	VAT return (D300) — if VAT-registered and quarterly filer
Quarterly	Agreed with accountant	Interim dividend distribution — requires quarterly financial statement first
30 June	25 August	Interim financial statement (situații financiare semestriale) — filed with ANAF
31 December	30 June following year	Annual financial statements (bilanț contabil) — filed with ANAF
31 December	25 March following year	Annual corporate income tax declaration (D101) — standard CIT companies only
On change	Within 15 days	UBO declaration update — if ownership, directors or beneficial owners change
On change	Within 30 days of change	Trade Register filing for any change to directors, shareholders, address, activities or share capital

Deadlines above are general guidance. Exact deadlines depend on the company’s tax regime, VAT registration status, filing frequency and ANAF registration date. Always confirm the specific compliance calendar with a qualified Romanian accountant.

Pricing — Romanian SRL Formation Package

The price card below covers the standard SRL formation package coordinated by Romania For Business SRL. It includes structure advice, tax regime selection, CAEN code guidance and the complete registration process.

ROMANIAN SRL — COMPANY FORMATION & STRUCTURE ADVICE

from 700 EUR
full formation package

STANDARD SRL FORMATION PACKAGE INCLUDES:

Company name reservation at ONRC (3 proposed names checked)
Legal structure review — SRL vs branch advice based on your situation
Tax regime selection — microenterprise vs standard CIT analysis
CAEN code selection for all planned business activities
Share capital structure advice (single/multiple shareholders)
Articles of Association & all incorporation documents (bilingual Romanian/English)
Trade Register filing (ONRC) — complete registration file
Beneficial owner (UBO) declaration filing
Tax registration with ANAF — CUI number issuance
Virtual office / legal address in Bucharest for 1 year
Full bilingual document package delivered digitally

OPTIONAL ADD-ONS

VAT registration — national or EU/VIES + €150
Remote formation by power of attorney (notarisation add-on) + ~€110
Multiple shareholders (per additional shareholder beyond first) + €75
Bank account opening coordination + €300
EORI number registration + €200
Personal NIF tax ID for non-resident shareholder / director + €300
Legal address renewal (year 2 onwards) from €300/yr
Ongoing accounting & monthly bookkeeping from €66/mo

Start your Romanian company formation

Fees may be subject to Romanian VAT. Price confirmed in writing before engagement begins. Tax regime advice on this page is general guidance only — verify with a qualified Romanian tax adviser before making structural decisions.

Frequently Asked Questions — Romanian SRL Structure & Tax

SRL stands for Societate cu Răspundere Limitată — the Romanian term for a limited liability company. It is the most common business structure in Romania for small and medium-sized businesses, and the standard choice for international entrepreneurs.

Yes. There are no restrictions on foreign ownership of Romanian SRL companies. A single foreign individual can be both the sole shareholder and the sole director. A foreign company can also be the sole shareholder. Foreign nationals can serve as directors without restriction.

The minimum share capital is 500 RON (approximately €100 at current exchange rates). This must be transferred to the company bank account within 30 days of the account being opened after registration. Higher capital may be required for VAT registration with a non-resident director — your adviser will confirm the appropriate amount.

The microenterprise regime is a simplified tax regime that taxes revenue (not profit) at either 1% (below €60,000 annual revenue) or 3% (€60,000–€250,000). It is available to companies that have at least one employee, annual revenue below €250,000, are not in certain excluded sectors, and whose shareholder does not control more than one microenterprise above 25% ownership. Companies exceeding €250,000 in revenue move to standard 16% CIT.

The standard corporate income tax (CIT) rate is 16% on net profit. This applies to companies that do not qualify for the microenterprise regime — either because their revenue exceeds €250,000, they have no employees, or they operate in an excluded sector. The 16% rate applies to taxable profit after deductible expenses.

Dividends distributed to individual shareholders are subject to 10% Romanian dividend tax, withheld at source by the company. For EU corporate shareholders holding at least 10% for at least one year, the EU Parent-Subsidiary Directive may reduce or eliminate Romanian dividend tax — subject to the company being on the standard CIT regime. Always verify the applicable rate with a tax adviser.

VAT registration is mandatory when annual taxable turnover exceeds RON 395,000 (approximately €80,000). Below this threshold, VAT registration is optional and may be applied for voluntarily. EU VAT (VIES) registration — which allows zero-rated intra-EU transactions — is applied for separately. Accounting and compliance obligations increase significantly upon VAT registration.

CAEN codes are the Romanian classification codes for economic activities (equivalent to NACE codes at EU level). Every activity a company conducts must be registered with the appropriate CAEN code. You can register multiple codes; one must be designated as the primary activity. Romania For Business SRL assists with CAEN code selection as part of the formation service — describe your planned activities and our team identifies the appropriate codes.

Yes. A director change requires a shareholders’ resolution and a Trade Register (ONRC) filing. The change is reflected in the ONRC public register within 3–5 working days of filing. Our team coordinates director changes as a standard amendment.

Yes. Romanian law requires that financial statements and tax returns be prepared by a qualified Romanian accountant (contabil autorizat or expert contabil). The accountant must be engaged from the first month of activity — or from the date the company is registered if the microenterprise regime requires an employee within 30 days. Romania For Business SRL connects clients with accounting partners as part of its integrated service model.