company types
The Types of Companies in Romania and What Each Form Carries
Every Romanian company starts with a founding document; the form decides what it contains and who signs it.
The types of companies in Romania are five Company Law forms with legal personality: the SRL, SA, SNC, SCS and SCA (Law 31/1990 art. 2, text consolidated to November 2023). Beside them sit the PFA, II and IF, which have no legal personality, a foreign company's branch or subsidiary, and the non-profit association and foundation.
What are the types of companies in Romania?
Romanian company law works from a closed list. Under Law 31/1990 art. 2, text consolidated to 11 November 2023, a company with legal personality takes one of five forms unless a law provides otherwise. Art. 1(1) of the same law lets natural and legal persons, foreign ones included, form them.
The five are the societate cu răspundere limitată (SRL, limited liability company), the societate pe acțiuni (SA, joint-stock company), the societate în nume colectiv (SNC, general partnership), the societate în comandită simplă (SCS, limited partnership) and the societate în comandită pe acțiuni (SCA, partnership limited by shares).
Other forms sit outside that list: the PFA, II and IF of a self-employed person or a family, a foreign company's branch or representative office, and the non-profit association and foundation. This guide sets out what every form carries; the steps and documents of a Romanian incorporation are on our home page.
How does liability differ between the forms?
Liability splits the five forms in two. Law 31/1990 art. 3(3) limits the exposure of SA shareholders, SRL members and the limited partners (asociați comanditari) of an SCS or SCA: each answers for the company's obligations only up to the share capital they subscribed.
The partners of an SNC, and the general partners (asociați comanditați) of an SCS or SCA, answer without limit and jointly for the company's obligations under art. 3(2). Their personal assets stand behind the company's debts, together with those of every other general partner.
The same paragraph sets the order in which a creditor proceeds. The claim goes first against the company, and the partners can be pursued only if the company does not pay within 15 days of the notice of default (punere în întârziere). How much of that exposure a founder can carry is a question for their own advisers.
Who can found a Romanian company, and how many founders does each form need?
Natural and legal persons, foreign ones included, may found any of the five forms (Law 31/1990 art. 1(1)). The general rule of art. 4 is at least 2 members unless the law provides otherwise, so an SNC, SCS or SCA starts with two founders or more.
The SRL is where the law provides otherwise. Art. 5(2) lets one person form it by a single act of will, and then only the articles of association (statut) are drawn up; that founder is the sole member, the asociat unic. An SRL holds at most 50 members (art. 12). An SA needs at least 2 shareholders (art. 10(3)).
A non-resident individual who founds a company, holds shares in it or administers it needs a Romanian tax number, the NIF (număr de identificare fiscală). Under Fiscal Procedure Code art. 83(1)-(2), the trade register asks ANAF for it as part of the filing.
A founder who also plans to live in Romania meets the form again at the immigration office. For the first residence permit for commercial activity, IGI asks for means of EUR 500 a month from an SRL member and EUR 700 from an SA shareholder (OUG 194/2002 art. 55, as IGI presents it in 2026).
SRL, SA, SNC, SCS and SCA compared
The five Company Law forms side by side on the ten points that separate them; the sources are under the table.
| Feature | SRL | SA | SNC | SCS | SCA |
|---|---|---|---|---|---|
| Legal personality | Yes | Yes | Yes | Yes | Yes |
| Liability of members | Up to subscribed capital | Up to subscribed capital | Unlimited and joint | General partners unlimited and joint; limited partners up to their capital | General partners unlimited and joint; shareholders up to their capital |
| Members | 1 to 50 | At least 2 shareholders | At least 2 (general rule, art. 4) | At least 2 (general rule, art. 4) | At least 2 (general rule, art. 4) |
| Founding documents | Contract and articles; articles only for one member | Contract and articles | Partnership contract | Partnership contract | Contract and articles |
| Form of the act | Private signature, unless real estate is contributed in kind (art. 5(6)(a)) | Private signature (general rule) | Notarial deed | Notarial deed | Private signature (general rule) |
| Minimum capital | 500 lei for a new SRL; 5,000 lei once previous-year net turnover exceeded 400,000 lei | 90,000 lei | No minimum figure in the provisions cited; all capital paid at formation | No minimum figure in the provisions cited; all capital paid at formation | 90,000 lei |
| Paying in | 30% within 3 months of registration | As the SA chapter of Law 31/1990 sets it | 100% at formation | 100% at formation | As for the SA (art. 187) |
| Shares and transfer | Părți sociale, not negotiable securities; transfer to an outsider needs three quarters of the capital unless the articles say otherwise | Shares, under the SA chapter of Law 31/1990 | As the partnership contract and Law 31/1990 set them | As the partnership contract and Law 31/1990 set them | As for the SA (art. 187) |
| Name must show | Own name plus "S.R.L." or the form in full | Own name plus the form | A partner's name plus "societate în nume colectiv" in full | A general partner's name plus "societate în comandită" in full | Own name plus the form |
| Micro regime by form | Open, as a Romanian legal person | Open, as a Romanian legal person | Open, as a Romanian legal person | Open, as a Romanian legal person | Open, as a Romanian legal person |
The five Company Law forms, all with legal personality
SRL
Liability: up to the subscribed capital
Founders: 1 to 50 members
Act: private signature; notarial deed if real estate is contributed in kind
Capital: 500 lei for a new SRL
Micro regime: open as a Romanian legal person
Law 31/1990 art. 3(3), 5(2), 5(6), 12; Law 239/2025 art. VI(2)
SA
Liability: up to the subscribed capital
Founders: at least 2 shareholders
Act: private signature
Capital: 90,000 lei
Micro regime: open as a Romanian legal person
Law 31/1990 art. 3(3), 5(6), 10(1), 10(3)
SNC
Liability: unlimited and joint
Founders: at least 2 (general rule)
Act: notarial deed
Capital: all subscribed capital paid at formation
Micro regime: open as a Romanian legal person
Law 31/1990 art. 3(2), 4, 5(6)(b), 91(1)
SCS
Liability: general partners unlimited and joint; limited partners up to their capital
Founders: at least 2 (general rule)
Act: notarial deed
Capital: all subscribed capital paid at formation
Micro regime: open as a Romanian legal person
Law 31/1990 art. 3(2), 3(3), 4, 5(6)(b), 91(1)
SCA
Liability: general partners unlimited and joint; shareholders up to their capital
Founders: at least 2 (general rule)
Act: private signature (general rule)
Capital: 90,000 lei
Micro regime: open as a Romanian legal person
Law 31/1990 art. 3(2), 3(3), 4, 10(1), 187
An SRL whose previous-year net turnover exceeded 400,000 lei needs 5,000 lei. Micro access: Fiscal Code art. 47(1). Sources: Law 31/1990, text consolidated to November 2023; Law 239/2025.
What the business name must show
The business name, the firmă, carries the form. Under Law 265/2022 (2022 text), an SRL uses its own name, to which a member's name may be added, followed by "S.R.L." or the form in full (art. 57). An SA or SCA uses its own distinguishing name plus the form (art. 56).
An SNC name carries at least one partner's name with the words "societate în nume colectiv" in full, and an SCS name a general partner's name with "societate în comandită" in full (art. 53-54). A European company adds the abbreviation "S.E." (art. 59).
What is an SRL, the Romanian limited liability company?
An SRL is a company whose members answer for its obligations only up to the capital they subscribed (Law 31/1990 art. 3(3)). It has 1 to 50 members (art. 5(2) and art. 12), and its constitutive act is signed by all the members under private signature, unless real estate is contributed in kind, when the notarial form is compulsory (art. 5(6)).
The capital rule changed with Law 239/2025. Since 18 December 2025, a newly formed SRL needs at least 500 lei of share capital (Law 239/2025 art. VI(2)), and an SRL whose net turnover in the previous year exceeded 400,000 lei needs 5,000 lei (art. VI(1)). The detail of the 500 lei minimum since December 2025 has its own guide.
The members pay 30% of the subscribed capital within 3 months of registration (art. 91(2) Law 31/1990). Their shares are părți sociale, which cannot take the form of negotiable securities (art. 11(2)). A transfer to an outsider needs members holding three quarters of the capital to approve it, unless the articles say otherwise (art. 202(2)), and an SRL cannot issue bonds (art. 200).
How an SRL is run, from its administrator to the members' decisions, is set out in our SRL formation overview.
The SA and the SCA, share companies with 90,000 lei of capital
The SA is the share company of Romanian law. It needs at least 2 shareholders (Law 31/1990 art. 10(3)) and share capital of at least 90,000 lei (art. 10(1), text consolidated to November 2023). Its shareholders answer only up to the capital they subscribed (art. 3(3)), and it is founded by a contract and articles of association (art. 5(1)).
How an SA is managed, under a one-tier or a two-tier system, and how its capital is paid in are covered on our SA formation page, linked at the end of this guide.
The SCA borrows the SA's rules. Art. 187 completes its chapter with the SA provisions, except those on the two-tier system of management, and art. 188(1) entrusts the management to one or more general partners. Those general partners answer without limit and jointly (art. 3(2)); the other shareholders answer up to their capital.
The same 90,000 lei floor of art. 10(1) applies to the SCA.
The SNC and the SCS, partnerships with unlimited liability
The SNC and the SCS are the two partnerships of the Company Law. Both are founded by a partnership contract (Law 31/1990 art. 5(1)), and for both the constitutive act takes the form of a notarial deed (art. 5(6)(b)), where the other three forms sign under private signature unless real estate is contributed in kind (art. 5(6)(a)) or an SA is formed by public subscription (art. 5(6)(c)).
Neither carries a minimum capital figure in the provisions cited here, but both must pay in all of their subscribed capital at formation (art. 91(1)).
The partners of an SNC, and the general partners of an SCS, answer without limit and jointly for the company's obligations once the company has failed to pay within 15 days of the notice of default (art. 3(2)). The limited partners of an SCS answer only up to their capital (art. 3(3)).
The name trap
An SNC or SCS name must carry a partner's name and the form written in full. An outsider who lets their name appear in it becomes liable without limit and jointly for all of the company's debts (Law 265/2022 art. 55, 2022 text).
Weighing the forms against your own plans? We set out each form's conditions with you; legal advice, where needed, comes from a Romanian lawyer.
Is a PFA, II or IF a company?
No. A PFA (persoană fizică autorizată, authorised natural person) is an economic enterprise without legal personality, organised by one natural person who mainly uses their own labour (OUG 44/2008 art. 2(i), in the wording of Law 182/2016 as published). An IF (întreprindere familială, family enterprise) is the same kind of enterprise, organised by the members of a family (art. 2(h)).
The II (întreprindere individuală, individual enterprise) follows the same model. The holder answers first with the patrimoniu de afectațiune, the business estate earmarked by declaration, and then with their other assets (art. 20, and art. 26 for the II). The Ordinance, in its amended wording, also caps the activity classes and the staff a PFA or an II may have.
All three register at the trade register before starting activity (Law 265/2022 art. 4(1) and art. 41, 2022 text), and an interruption of their activity cannot exceed 3 years (OUG 44/2008 art. 14(8), inserted by Law 265/2022 art. 130).
Because none of them is a Romanian legal person, none can be a micro-enterprise (Fiscal Code art. 47(1)); a PFA's net income falls under the 10% income tax instead (art. 64(1)). How the PFA sole trader status compares with an SRL on tax and contributions has its own guide.
| Form | Legal personality | Liability | Limits and conditions | Where it registers |
|---|---|---|---|---|
| PFA | No (OUG 44/2008 art. 2(i)) | Business estate first, then the holder's other assets (art. 20) | One person working mainly with their own labour; activity classes and staff capped by the Ordinance; interruption up to 3 years | Trade register, before starting activity |
| II, individual enterprise | No | Same rule as the PFA (art. 26) | Activity classes and staff capped by the Ordinance; interruption up to 3 years | Trade register, before starting activity |
| IF, family enterprise | No; organised by members of a family (art. 2(h)) | As OUG 44/2008 sets it for the family members | Interruption up to 3 years | Trade register, before starting activity |
| Branch (sucursală) of a foreign company | No (Law 31/1990 art. 43(1)) | Not a separate person: part of the foreign company (art. 43(1)) | A parent outside the EU and the EEA files a certificate of existence from its home register | Trade register, before starting activity |
| Subsidiary (filială) of a foreign company | Yes, a company (Law 31/1990 art. 42) | As its company form sets it | Takes one of the five Company Law forms | Trade register |
| Association and foundation | As OG 26/2000 sets it | As OG 26/2000 sets it | Non-profit purpose; economic income tax-free only up to EUR 15,000 a year and 10% of non-taxable income | Registrul asociațiilor și fundațiilor; beneficial owners at the Ministry of Justice |
OUG 44/2008 as amended by Law 182/2016 and Law 265/2022; Law 31/1990, text consolidated to November 2023; Law 265/2022, 2022 text; OG 26/2000 as amended by Law 129/2019; Fiscal Code art. 15(3).
Branch, subsidiary or representative office of a foreign company
A foreign company may set up subsidiaries, branches, agencies, representative offices and other secondary offices in Romania, under Romanian law, if its own law recognises that right (Law 31/1990 art. 44). The table in the previous section sets the branch and the subsidiary side by side.
A subsidiary (filială) is a company with legal personality (art. 42), so it takes one of the five forms above and carries that form's rules on liability, capital and founders.
A branch (sucursală) is part of the foreign company itself: it has no legal personality and registers at the trade register before it starts activity (art. 43(1)). Where the parent is registered outside the EU and the EEA, the filing carries a certificate of its existence from the register where it is incorporated (Law 265/2022 art. 74(2)(c), 2022 text).
The difference reaches tax. Only a Romanian legal person can be a micro-enterprise (Fiscal Code art. 47(1)), so a subsidiary may enter the 1% regime when it meets the other conditions, and a branch cannot. The representative office (reprezentanță) has its own regime, which this guide does not cover.
The European company (SE), the cooperative (societate cooperativă), the economic interest grouping (GIE) and its European form (GEIE) also register at the trade register (Law 265/2022 art. 4(1)); their own rules sit outside this guide.
Which forms can use the 1% micro regime, and what tax follows the form?
Tax follows the form at one point above all: legal personality. Under Fiscal Code art. 47(1), consolidated to Law 170/2026, a micro-enterprise is a Romanian legal person that meets every condition at once. In 2026 that means revenue up to the lei equivalent of EUR 100,000, linked enterprises included, and at least one employee, save the exception in art. 48(3).
A micro-enterprise pays 1% of its revenue (art. 51(1)). A company outside the regime pays profit tax at 16% of taxable profit (art. 17). Any of the five company forms, a subsidiary included, can meet the conditions; a PFA, II, IF or a foreign company's branch cannot, because none of them is a Romanian legal person.
| Item | 2026 rule | Applies to |
|---|---|---|
| Micro-enterprise (microîntreprindere) | 1% of revenue (art. 51(1)); revenue up to the lei equivalent of EUR 100,000 with linked enterprises; at least one employee, save art. 48(3) (art. 47(1)) | Any of the five company forms, a subsidiary included; not a PFA, II, IF or branch |
| Profit tax (impozit pe profit) | 16% of taxable profit (art. 17) | A company outside the micro regime |
| Dividend tax, individuals | 16%, final, on dividends distributed from 1 January 2026 (art. 97(7)) | Members and shareholders who are individuals |
| Dividend withholding, non-residents | 16% from 1 January 2026; a treaty or the EU relief may reduce it (art. 224(4)(b)) | Foreign members and parent companies |
| Income tax of individuals | 10% of the taxable income of each source (art. 64(1)) | A PFA's net income |
| Standard VAT rate | 21% since 1 August 2025; 19% from 1 January 2017 to 31 July 2025 (art. 291(1)) | Every VAT-registered business, whatever its form |
| Payment account in Romania | Held by every legal person; a new one opens it within 60 working days of formation; duty from 1 January 2026 (Law 70/2015 art. 1(12)-(13)) | Each of the five company forms |
These are the company's own obligations. Keeping the books, preparing returns and tax advice are reserved in Romania to CECCAR members and authorised tax consultants, and FormaRoman Group does none of them. How a company opts into the micro regime is in our micro-enterprise tax guide, linked at the end.
Associations and foundations, the non-profit forms
A Romanian foundation (fundație) and an association (asociație) are non-profit forms with their own register and their own rules. Nine points from the law:
- For tax, a non-profit serves a general, community or non-patrimonial purpose (Fiscal Code art. 7 pt. 24).
- Membership fees, donations and sponsorship are non-taxable income (art. 15(2)).
- Economic income is exempt only up to EUR 15,000 a year and 10% of non-taxable income; profit tax applies above (art. 15(3)).
- A foundation's initial assets are worth at least 100 times the minimum gross base wage (OG 26/2000 art. 15(2), as amended by Law 129/2019).
- An association's name must contain the word "asociaţie" (art. 6(2)(c)).
- An association's beneficial-owner declaration is a statement on the declarant's own responsibility, in authentic (notarised) form (art. 7(2)(c2)).
- Foreign-language documents filed with the application, such as the members' identity documents, go in as certified copies with a legalised translation (art. 7(21)).
- Beneficial owners are entered in a central register at the Ministry of Justice (Law 129/2019 art. 19(5)(b)).
- Both forms sit in the Registrul asociațiilor și fundațiilor; an association's branch operates only once entered (art. 131(21)).
What changed for Romanian company forms in 2025 and 2026?
Four dates changed what the forms carry, so any explanation written before them prints figures that no longer apply. On 1 August 2025 the standard VAT rate became 21% (Fiscal Code art. 291(1)), replacing the 19% that had applied since 1 January 2017, as ANAF's before-and-after table records.
dates in order, August 2025 to 2026
- 1 August 2025Standard VAT rate 21%, replacing 19%, in force since 1 January 2017Fiscal Code art. 291(1)
- 18 December 2025Law 239/2025 in force: a new SRL needs 500 lei; 5,000 lei above 400,000 lei of previous-year net turnoverLaw 239/2025 art. VI(1), (2)
- 1 January 2026A payment account in Romania for every legal person; dividend tax 16%Law 70/2015 art. 1(12)-(13); Law 141/2025 art. VII(1)
- 2026Micro regime: 1% of revenue, up to the lei equivalent of EUR 100,000 with linked enterprisesFiscal Code art. 47(1), 51(1)
Fiscal Code as consolidated to Law 170/2026; Law 239/2025; Law 141/2025.
On 18 December 2025 Law 239/2025 came into force: a new SRL needs 500 lei of capital, and an SRL above 400,000 lei of previous-year net turnover needs 5,000 lei. The 500 lei applies to newly formed SRLs; Law 239/2025 does not require an existing SRL below the turnover line to raise its capital to 500 lei.
From 1 January 2026 every legal person must hold a payment account in Romania, and dividends distributed from that date carry 16% tax. For 2026 the micro regime has a single 1% rate on revenue up to the lei equivalent of EUR 100,000.
Applying the conditions from abroad
Eight conditions a founder abroad checks against each form, each stated in a section above:
- Legal personality: the five forms and a subsidiary have it; a PFA, II, IF or branch does not.
- Liability: limited in the SRL and SA; unlimited and joint for general partners.
- Founders: one person may form an SRL; an SA needs at least two.
- Founding act: private signature, or a notarial deed for an SNC or SCS or when real estate is contributed in kind.
- Capital: 500 lei for a new SRL, 30% paid within 3 months; 90,000 lei for an SA or SCA.
- Micro access: only a Romanian legal person meeting the 2026 conditions.
- Residence means, if the founder moves: EUR 500 a month as SRL member, EUR 700 as SA shareholder.
- Payment account: held in Romania by every legal person from 1 January 2026.
This page sets out the conditions. Which form fits a founder's facts is a conversation, held with a Romanian lawyer where legal advice is needed, since Law 51/1995 art. 3(2) reserves legal advice to lawyers. You can talk the choice of form through with us.
From our practice
Before a form is fixed, we settle the practical side of the founders' file: who signs the constitutive act and where, whether a notary is involved at all, and who files under which power of attorney. Law 265/2022 art. 79(1) (2022 text) lets a founder, any member, an attorney under an authentic power of attorney or a lawyer file. When we file, it is under the founders' power of attorney, at the trade register and afterwards at ANAF.
Radu Ionescu, Formation and corporate changes lead
From the chosen form to a registered company
The full sequence, with its documents, is on our home page. In short, a chosen form becomes a registered company in seven steps:
The form is chosen
The founders weigh the conditions above against their plans, with a Romanian lawyer where legal advice is needed.
The name is checked
The proposed name must show the form, such as "S.R.L." for an SRL (Law 265/2022 art. 57, 2022 text).
The constitutive act is signed
Under private signature as the rule (Law 31/1990 art. 5(6)), or as a notarial deed for an SNC or SCS or when real estate is contributed in kind.
The application is filed
Within 15 days of the constitutive act (Law 265/2022, 2022 text), by a founder, any member, an attorney under an authentic power of attorney, or a lawyer.
The registrar decides
On the documents, within one working day of the application: the statute's term under Law 265/2022 art. 105(1), 2022 text, not a promise of how long it takes in practice.
ANAF assigns the CUI
It does so on the data the trade register sends (Law 265/2022 art. 126(2), 2022 text); the code then appears on the registration certificate of a new SRL or other company.
The first obligations start
A payment account in Romania within 60 working days of formation and, for an SRL, 30% of the capital paid within 3 months of registration.
Sources
- Company Law, Law 31/1990, Ministry of Economy republication, text consolidated to 11 November 2023: art. 1 to 12, 42 to 44, 187, 188, 200 and 202.
- Law 239/2025, changes to Law 31/1990, ANAF comparison table: art. VI(1) and (2), SRL capital from 18 December 2025.
- Law 239/2025, as published by ANAF: the payment account inserted into Law 70/2015, applied from 1 January 2026.
- Fiscal Code, Law 227/2015, ANAF consolidation to Law 170/2026: art. 7, 15, 17, 47, 51, 64, 97, 224 and 291.
- ANAF table of the VAT rates before and after 1 August 2025: the 19% rate from 1 January 2017.
- Fiscal Procedure Code, ANAF consolidation: art. 83, the NIF of non-resident founders.
- Trade Register Law, Law 265/2022, 2022 text as adopted: who registers, business names, filing, the registrar's term, the CUI.
- Law 129/2019 as consolidated by ONPCSB, with its amendments to OG 26/2000 on associations and foundations.
- IGI, residence for commercial activity: the monthly means by company form, 2026.
- Law 51/1995 on the legal profession, UNBR version of 6 July 2026: art. 3(2).
Frequently asked questions about Romanian company types
Can a foreigner own 100% of a Romanian company, or form one alone?
Yes. Law 31/1990 art. 1(1) lets natural and legal persons, foreign ones included, found a company, and art. 5(2) lets one person form an SRL on articles of association alone. For a non-resident individual founder, the trade register asks ANAF for a Romanian tax number (NIF) as part of the filing.
Why would anyone choose an SNC or SCS when partners answer with their own assets?
The statute states the mechanism and leaves the choice to the founders. SNC partners and SCS general partners answer without limit and jointly, but only once the company fails to pay within 15 days of the notice of default (Law 31/1990 art. 3(2)). The act is a notarial deed, and the name carries a partner's name.
Is a PFA a company, and can a PFA use the 1% micro regime?
No to both. A PFA is an economic enterprise without legal personality (OUG 44/2008 art. 2(i)); once its business estate is exhausted, the holder's other assets answer. The micro regime is open only to a Romanian legal person (Fiscal Code art. 47(1)), so a PFA's net income falls under the 10% income tax.
Can a branch of my foreign company use the micro regime, or does it need a subsidiary?
A branch has no legal personality (Law 31/1990 art. 43(1)), while a subsidiary is a company with legal personality (art. 42). Only a Romanian legal person can be a micro-enterprise (Fiscal Code art. 47(1)), so only the subsidiary can meet that condition. Which of the two suits a group is a matter to discuss with us.
Do I need a notary to form a Romanian company?
Not as a rule. The constitutive act is signed under private signature (Law 31/1990 art. 5(6)); a notarial deed is required for an SNC or SCS, or when real estate is contributed in kind. Anyone else filing for the founders needs an authentic power of attorney, unless a member or a lawyer files (Law 265/2022 art. 79(1), 2022 text).
What is the minimum capital of each form in 2026?
A new SRL needs 500 lei, and an SRL whose previous-year net turnover exceeded 400,000 lei needs 5,000 lei (Law 239/2025 art. VI). An SA or SCA needs 90,000 lei (Law 31/1990 art. 10(1), text consolidated to November 2023). For an SNC or SCS, all subscribed capital is paid in at formation.
What exactly is a limited liability company (SRL) in Romania?
An SRL is a company whose members answer only up to the capital they subscribed (Law 31/1990 art. 3(3)). It has 1 to 50 members, is formed as a rule by an act under private signature, and its shares, the părți sociale, cannot take the form of negotiable securities. A new SRL needs 500 lei of capital.
How many types of company are there in Romania?
Five with legal personality under Law 31/1990 art. 2: the SNC, SCS, SA, SCA and SRL. Beside them, the PFA, II and IF have no legal personality, the European company, cooperatives and economic interest groupings register at the trade register, and associations and foundations are the non-profit forms.
What is an SCA (partnership limited by shares)?
An SCA is a share company run by one or more general partners, who answer without limit and jointly for its obligations (Law 31/1990 art. 3(2), 188(1)). The SA rules apply to it except those on the two-tier system of management (art. 187), and its minimum capital is 90,000 lei (art. 10(1)).
What must a Romanian company name show?
The form. An SRL adds "S.R.L." or the form in full to its own name, and an SA or SCA adds the form (Law 265/2022 art. 56-57, 2022 text). An SNC or SCS name carries a partner's name and the form written in full, and an outsider who consents to their name appearing in it becomes liable without limit.
What is a Romanian foundation (fundație), and how is a foundation in Romania formed?
A non-profit form: for tax, its income and assets serve a general, community or non-patrimonial purpose (Fiscal Code art. 7 pt. 24). Its initial assets are worth at least 100 times the minimum gross base wage (OG 26/2000, as amended by Law 129/2019), and it enters its own register. Founding a company is covered on the home page.
Can a foundation or association run a business or hold shares for profit?
The tax rules set the limits. For tax, income and assets serve a general, community or non-patrimonial purpose (Fiscal Code art. 7 pt. 24), and economic income is tax-free only up to EUR 15,000 a year and 10% of non-taxable income, with profit tax above (art. 15(3)).
Does every Romanian company need a payment account in Romania?
Yes. From 1 January 2026 every legal person must hold a payment account in Romania, and a newly formed one opens it within 60 working days of formation (Law 70/2015 art. 1(12)-(13), inserted by Law 239/2025). The duty applies to each of the five company forms, whatever their size.
What changed for Romanian company forms in 2025 and 2026?
Standard VAT rose to 21% from 1 August 2025. From 18 December 2025 a new SRL needs 500 lei of capital, and 5,000 lei above 400,000 lei of turnover. From 1 January 2026 came the payment-account duty and 16% tax on dividends. The 500 lei applies to new SRLs only.
How do I open a company in Romania?
Choose the form, check the name, and sign the constitutive act. The application is filed within 15 days of the act, by a founder, any member, an attorney under an authentic power of attorney or a lawyer (Law 265/2022, 2022 text). The registrar's statutory term is one working day (art. 105(1)), and ANAF assigns the CUI.