SA formation
Joint-Stock Company (SA) Formation in Romania
A Romanian SA whose shareholders, board, control body and share terms are decided before anything is filed, then formed for you from abroad.
- 90,000 lei minimum capital (Law 31/1990, text in force from 11 November 2023)
- At least 2 shareholders
- At least 30% of the capital paid at formation
- Filed from abroad by power of attorney
An SA starts at the table: who holds the shares, who sits on the board and who controls the accounts.
Joint-stock company formation, structure first
We prepare and file the formation of a Romanian joint-stock company, the societate pe acțiuni (SA), one of the five company forms of the Company Law, whose shareholders are liable only up to the subscribed capital (art. 2 and 3(3) Law 31/1990). This page covers the SA; the wider picture is on our company formation service page.
It is written for two or more founders, a foreign group placing a Romanian arm, or an investor who needs share classes or an independent board. A Romanian SA is chosen for its structure, so the structure is decided first and the filing follows. Still comparing forms? Read the company types guide.
What's included
Structure review before any document
An administrative comparison, made with the founders, of the choices the constitutive act fixes, set out in the table below. Legal advice on the articles comes from a Romanian lawyer.
The constitutive act on standard forms
Standard forms the founders sign under private signature, with the contents the Company Law requires. Bespoke clauses, such as share classes, vote caps or transfer restrictions, are drafted by a Romanian lawyer.
Power-of-attorney pack for founders abroad
The standard power-of-attorney form, the apostille or superlegalisation route and the legalised Romanian translation. The statute also lets the application be signed with a qualified electronic signature (art. 82(1) Law 265/2022, 2022 text).
Board appointee pack
Each first board member's express acceptance and professional liability insurance, a legal-person administrator's permanent representative, and the 5-mandate check. We collect and file these documents; we supply no appointee.
Name check and reservation
We check the proposed names and reserve one at the trade register before the constitutive act is signed.
Filing at ONRC
Filed within the statutory 15-day term, under your power of attorney, with the VAT request, a tax number (NIF) for each non-resident individual, the beneficial owners and the data for any contribution in kind, for which the registrar appoints an expert (art. 38(1) Law 31/1990).
Liaison and ANAF filings
Follow-up with ONRC and ANAF through to registration. After it, we file ANAF forms under your power of attorney, such as the micro option notice, and submit returns your own accountant prepared and signed.
Where the service stops
No legal advice or drafting by us; no accounting, payroll, tax returns, tax advice or audit; no board member, censor or shareholder supplied; no promised registration time or public offer. The bank decides the account.
When an SA earns its cost over an SRL
These are the statute's conditions, not a recommendation: which form fits your plan is settled in a conversation.
More than 50 holders
An SRL has at most 50 members (art. 12 Law 31/1990), and its shares (părţi sociale) cannot be negotiable instruments (art. 11(2)). Neither limit is written for the SA.
Shares that change hands through the register
Shares pass by a declaration in the shareholders' register (art. 98(1)); unless its articles say otherwise, an SRL transfer to outsiders needs the approval of members holding 3/4 of the capital, and binds third parties only once entered in the trade register (art. 202(2), 203(2)). Compare our SRL formation service.
Investor share classes
Non-voting preference shares of up to a quarter of the capital (art. 95(2)); one paid share, one vote, with caps on the votes of large holders where the articles set them (art. 101).
A board that can issue shares
An authorised capital lets the board issue new shares for up to 5 years, up to half the subscribed capital (art. 2201); only the extraordinary meeting can lift the shareholders' pre-emption right (art. 216, 217).
An independent board
A non-executive majority where management is delegated to directors (art. 1381(1)), or a supervisory board of 3 to 11 members (art. 1536(3)); a legal person may sit through a permanent representative (art. 15313).
A foreign group's Romanian arm
At least 2 shareholders, so a group uses its parent and a second group company (art. 10(3)); a parent's receivable may be contributed at formation (art. 16(3)). Weigh it against a branch office in Romania.
What it costs in structure
90,000 lei (Law 31/1990, text of November 2023), at least 30% paid at formation, against 500 lei for a new SRL (Law 239/2025 art. VI(2)), plus yearly organs. The companies in our ready-made inventory are SRLs, sold by share transfer.
Holding Company in Romania
Group structures above the Romanian company: two shareholders, one micro-enterprise per holder above 25%, the EU parent exemption.
VAT Registration in Romania for a New Company
VAT requested with the trade register filing is valid from registration; ANAF's risk analysis follows it.
The decisions your articles fix
Each choice with what the statute allows, set out for the founders; legal advice on the clauses comes from a Romanian lawyer.
The choices an SA's articles fix, from Law 31/1990 in its text in force from 11 November 2023 and the 2026 tax texts.
| Decision | What the statute allows | Source |
|---|---|---|
| Management system | One-tier (sistemul unitar): one or more administrators, always an odd number, a board when more than one. Two-tier (sistemul dualist): a directorate (directorat) supervised by a supervisory board (consiliu de supraveghere). Chosen in the articles; the extraordinary meeting can change it | Law 31/1990 art. 137(1), 153(1)-(2) |
| Administrators and delegation | Delegation to directors is optional, compulsory in an SA under statutory audit, which also has at least 3 administrators, though micro and small enterprises may derogate from these rules; with delegated directors, a non-executive majority; no employment contract with the SA during the mandate | Law 31/1990 art. 137(2), 1371(3), 1381(1), 143(1), (4) |
| Two-tier organs | Directorate of an odd number, at least 3 in an audited SA, representing the company jointly unless the articles differ; supervisory board of 3 to 11 members, none an employee or a directorate member | Law 31/1990 art. 1531(3), (5), 1533(2), 1536(3), 1538(1) |
| Board seats | A legal person sits through a permanent natural-person representative; directors and directorate members are natural persons; at most 5 concurrent mandates per person; mandates up to 4 years, the first board up to 2; express acceptance and liability insurance | Law 31/1990 art. 15312(1)-(4), 15313(1)-(2), 15316(1) |
| Control | 3 censors (cenzori) and one alternate by default; financial audit always in a two-tier SA and above the size test; otherwise the ordinary meeting chooses an auditor or censors | Law 31/1990 art. 159(1), 160(11), 160(3); OMF 2.036/2025 |
| Shares | Registered shares, on paper or dematerialised, nominal value at least 0.1 lei; open or closed type and any transfer restriction stated in the act; non-voting preference shares up to a quarter of the capital | Law 31/1990 art. 8(f2), 91(1)-(2), 93(1), 95(2) |
| Capital | At least 90,000 lei subscribed; at least 30% paid at formation, the cash balance within 12 months, in kind within 2 years; cash compulsory; contributions in kind or receivables valued by an expert the registrar appoints; an authorised capital where wanted | Law 31/1990 art. 9(2), 10(1), 16(1), (3), 38(1), 2201 |
| Tax regime and VAT | 16% profit tax, or 1% of revenue as a micro-enterprise within EUR 100,000 counted with linked enterprises; VAT requested with the filing is valid from registration, ANAF's risk analysis follows; a foreign non-resident administrator with capital under 45,000 lei is a risk criterion, a line an SA at the minimum is above | Fiscal Code art. 17, 47(1)(c), (11), 51(1), 316(11)(a), (9); Annex 6 pt. 5.1 |
| Beneficial owners | Declared at formation and on every change; naming them in the constitutive act at registration meets the duty | Law 129/2019 art. 56(1), (7) |
One-tier system (sistemul unitar)
- General meeting of shareholders
- Board of an odd number of administrators, meeting at least every 3 months
- Directors by delegation: optional, compulsory in an audited SA
- Control: censors, or a financial auditor chosen by the ordinary meeting
Law 31/1990 art. 137(1), 141(1), 143(1)
Two-tier system (sistemul dualist)
- General meeting of shareholders
- Supervisory board (consiliu de supraveghere) of 3 to 11 members
- Directorate (directorat) of an odd number, at least 3 in an audited SA, reporting at least every 3 months
- Control: the financial audit is always required
Law 31/1990 art. 1531(3), 1534(1), 1536(3)
Mandates last at most 4 years; the first board, at most 2.
How the formation works
law a term set by statute none we found no official time
- I
Structure decisions
Founders and us
- no official time
- II
Name and registered office
Us
- no official time
- III
Powers of attorney and board appointees
Founders and appointees
- no official time
- IV
Constitutive act and capital
Shareholders, and the registrar for an expert
- at least 30% paid at formation
- expert appointed within 5 days
- V
Filing at ONRC
Us, under your power of attorney
- within 15 days of the act
- VI
Registration and the CUI
ONRC registrar and ANAF
- one working day, the statute's term (2022 text)
- VII
Payment account in Romania
The company and the bank
- 60 working days
- VIII
Capital balance and micro set-up
Shareholders and the company
- cash balance within 12 months
- in kind within 2 years
- 90 days, if micro
Structure decisions
The founders and we compare the choices in the table above, with at least 2 shareholders; any legal advice comes from a Romanian lawyer. We found no official time for this step.
Name and registered office
Name check and reservation, then a deed giving the right to use premises (Annex 6 lists seat criteria among ANAF's VAT risk criteria); see the proof of registered office the Trade Register accepts. We found no official time for this step.
Powers of attorney and board appointees
An authentic power of attorney with apostille or superlegalisation and a legalised Romanian translation (Law 265/2022 art. 76, 79(1)), or a qualified electronic signature; each appointee's acceptance and insurance. We found no official time for this step.
Constitutive act and capital
Signed under private signature, no notary on this route (art. 5(6) Law 31/1990); at least 30% paid at formation. For contributions in kind, the registrar appoints an expert within 5 days (art. 38(1)).
Filing at ONRC
The filing is due within 15 days of the act (art. 36(1) Law 31/1990); we file as soon as the signed set is complete, by the attorney, or with an application signed with a qualified electronic signature (art. 82(1) Law 265/2022, 2022 text), with the VAT request, the NIF requests and the beneficial owners.
Registration and the CUI
The registrar's statutory term is one working day (art. 105(1) Law 265/2022, 2022 text): the statute's term, not a promise. ANAF assigns the CUI; see the company registration number guide.
Payment account in Romania
The company opens a payment account in Romania within 60 working days (Law 70/2015 art. 1(12)-(13), a duty from 1 January 2026); the board handles opening a corporate account at a Romanian bank.
Capital balance and micro set-up
The cash balance follows within 12 months, contributions in kind within 2 years (art. 9(2)). If micro is chosen, an employee or a paid administrator under a mandate contract within 90 days (Fiscal Code art. 48(3)).
Not sure an SA is the right vehicle?
The plan sets the conditions of an SA and an SRL side by side, so the choice is made in a conversation with them in hand.
Documents you will need
- Identification of every shareholder and board member: residence, citizenship, passport.
- A corporate shareholder's registration documents, apostilled, with legalised translation.
- At least two shareholders and their split, in writing.
- The management system, the administrators and their powers.
- Censors or a financial auditor.
- Share classes, transfer restrictions and any authorised capital.
- The beneficial owners.
- An authentic power of attorney, apostilled or superlegalised, with legalised translation.
- Or a qualified electronic signature in place of the power of attorney.
- Each appointee's express acceptance and liability insurance; a permanent representative where needed.
- At least 30% of the capital at formation; data for any contribution in kind.
- A deed giving the right to use the registered office in Romania.
What an SA requires every year
The statute's yearly requirements, each with its act. Later capital increases and board changes go through registering a change at the Trade Register.
What an SA requires every year under Law 31/1990 (text of November 2023), Law 239/2025 and the Fiscal Code. These meeting rules are those of the November 2023 text, which has been amended since.
| Requirement | Rule | Act | Source |
|---|---|---|---|
| Capital floor | 90,000 lei; never reduced below it unless the same decision raises it back | Law 31/1990 art. 10(1)-(2), text in force from 11 November 2023 | Law 31/1990 |
| Shareholders | At least 2; after more than 9 months below 2, dissolution may be sought in court | Law 31/1990 art. 10(3) | Law 31/1990 |
| Board | One-tier board meets at least every 3 months; a directorate reports to the supervisory board at least every 3 months; mandates within the 4-year cap; insurance kept in force | Law 31/1990 art. 141(1), 1534(1), 15312 | Law 31/1990 |
| Ordinary general meeting | At least once a year, within 5 months of the year end | Law 31/1990 art. 111(1), November 2023 text | Law 31/1990 |
| Convocation | At least 30 days after publication in the Official Journal Part IV and a local newspaper, at 152 lei per manuscript page in 2026; instead, a registered letter alone or, where the articles allow, an e-mail with an extended electronic signature; a universal meeting without formalities | Law 31/1990 art. 117(2), (4), 121, November 2023 text; 2026 tariff, Annex pt. 5.1 | Official Journal tariff 2026 |
| Control | The censors' or the auditor's work each year; audit compulsory in a two-tier SA and when two of these are exceeded in two consecutive years: assets 16,000,000 lei, turnover 32,000,000 lei, 50 employees | Law 31/1990 art. 159, 160(11); OMF 2.036/2025 | OMF 2.036/2025 |
| Records | Shareholders' register (registrul acționarilor), general-meeting minutes book, board minutes books; share transfers entered in the shareholders' register | Law 31/1990 art. 177(1), 98(1) | Law 31/1990 |
| Legal reserve and dividends | At least 5% of profit a year up to one fifth of the capital; a company with a carried-forward accounting loss may pay dividends from current-year profit only after setting up legal reserves and covering that loss | Law 31/1990 art. 183(1), art. 691(1) inserted by Law 239/2025 | Law 239/2025 |
| Net assets | Below half the subscribed capital, the extraordinary meeting is called at once; fine of 10,000 to 200,000 lei from 2027 if not restored in time | Law 31/1990 art. 15324, as amended by Law 239/2025 | Law 239/2025 |
| Payment account in Romania | Held at all times; fine of 3,000 to 10,000 lei | Law 70/2015 art. 1(12)-(13), 12(4), from 1 January 2026 | Law 239/2025 |
| Tax filings | Micro notice by 31 March; annual profit-tax return by 25 June of the following year; bookkeeping by the company's own accounting department or under a service contract with a CECCAR member, and returns prepared by an accountant: we provide none of these | Fiscal Code art. 55(2), 42(1); OG 65/1994 art. 21(1) | Fiscal Code |
| Inactivity | No payment account in Romania, or annual financial statements not filed within 5 months after the deadline, are grounds for ANAF's register of inactive taxpayers; dissolution after one year for companies declared inactive after 18 December 2025 | Fiscal Procedure Code art. 92(12), (41); Law 239/2025 art. VII(2) | Law 239/2025 |
Problems we solve
A minimum quoted in euro
The statute sets 90,000 lei (art. 10(1) Law 31/1990, text of November 2023); EUR 25,000 is the euro amount to which the Government may re-align the lei minimum, at most every 2 years. We prepare the file in lei.
The 1% said to be closed to an SA
The micro test is about revenue and ownership and names shareholders (Fiscal Code art. 47(1)(h)); a paid mandate contract meets the employee condition (art. 51(4)(b)). See the micro-enterprise tax guide.
The 2026 share-transfer rule
Law 239/2025 art. V(1) as amended in March 2026, is worded for the shares (părţi sociale) of an SRL member; SA shares pass through the shareholders' register. We state the statute's wording, not a ruling on it.
Profits leaving the SA
16% on dividends distributed from 1 January 2026 (Fiscal Code art. 43(2), 97(7), 224(4)(b)); the EU parent exemption needs a payer that pays profit tax: how dividends paid by a Romanian company are taxed in 2026.
A shareholder who also needs a residence permit
The SA route sets higher thresholds than the SRL route on every test in the ordinance (IGI notice on art. 55 OUG 194/2002). See the D/AC long-stay visa for a shareholder-manager.
Are your shareholders and board outside Romania?
We prepare the powers of attorney and the board appointee pack for signing abroad, from the first document, with no promised time.
Who prepares your SA file
Formation and corporate changes lead, Bucharest. Romanian, English, French.
Company formation is regulated by the anti-money-laundering law (Law 129/2019 art. 2(l)).
From our practice
We assemble the founders' file and the appointees' acceptances and insurance, file it under a power of attorney and follow it to the registration certificate and the CUI.
Frequently asked questions
Why form an SA at 90,000 lei when a new SRL needs 500 lei?
An SA allows what an SRL does not: more than 50 holders, shares that pass through the shareholders' register without the 3/4 consent an SRL requires by default, non-voting preference shares, an authorised capital and an independent board. Against that stand 90,000 lei of capital (2023 text), at least 30% paid at formation, and the yearly organs.
Can one person, or one parent company, own a Romanian SA alone?
No. A Romanian SA needs at least 2 shareholders (art. 10(3) Law 31/1990), and after more than 9 months below 2, any interested person may ask the court to dissolve it. A group meets the rule with a second shareholder of its own, such as another group company.
Can a small SA still pay the 1% micro-enterprise tax?
The micro test is revenue up to EUR 100,000, counted with linked enterprises, and one micro-enterprise per holder above 25%; an SA is not excluded. An SA administrator cannot hold an employment contract, so counts only under a mandate paid at least the minimum wage; the company may instead hire an employee. Notify the option by 31 March.
Does an SA need an auditor, or are censors enough?
A two-tier SA always needs a financial audit. A one-tier SA needs one after exceeding two size limits in two consecutive financial years, which also brings at least 3 administrators and delegated directors, unless it is a micro or small enterprise, which may derogate. Otherwise the ordinary general meeting chooses a financial auditor or censors (art. 160 Law 31/1990).
Can a foreign company sit on the board, and must board members live in Romania?
A legal person may be an administrator or a supervisory board member through a permanent natural-person representative; directors and directorate members are natural persons (art. 15313 Law 31/1990). The Company Law sets no residence condition for board members. We do not supply board members; the shareholders appoint them.
Do the founders have to travel to Romania to form the SA?
Not usually: the registrar may require physical presence only on a suspicion of false identity (art. 105(2) Law 265/2022). An attorney files under an authentic power of attorney, apostilled or superlegalised, with a legalised Romanian translation, or the application is signed with a qualified electronic signature (art. 79(1), 82(1), 2022 text). The bank sets its own identification.
How are SA shares sold, and does the 2026 SRL share-transfer rule apply to them?
SA shares pass by a declaration in the shareholders' register signed by both parties, subject to any restriction in the articles, and transferees stay jointly liable for unpaid shares for 3 years. The share-transfer conditions of Law 239/2025 art. V, as amended in March 2026, are worded for the shares of an SRL member; they do not name SA shares.
What does an SA cost to run each year beyond the capital?
Under the November 2023 text: board meetings every 3 months, insured board members, censors or an auditor, an annual meeting convened 30 days ahead via the Official Journal Part IV (152 lei a page in 2026) or a registered letter or, where the articles allow, an e-mail, three registers and a legal reserve of at least 5% of profit.
Does holding shares in an SA change the residence-permit requirements?
Yes, upward on every test in OUG 194/2002: EUR 150,000 of funds for the ARICE opinion instead of EUR 100,000; EUR 150,000 of investment and 15 jobs instead of EUR 100,000 and 10; means of EUR 700 a month instead of EUR 500; and EUR 70,000 and 15 jobs at extension instead of EUR 50,000 and 10.
Can the SA reduce its capital below 90,000 lei later?
Only if the same decision raises it back to the minimum of the November 2023 text; otherwise the court may dissolve the company on request (art. 10(2) Law 31/1990). Net assets below half the subscribed capital trigger an extraordinary general meeting, and from 2027 failing to restore them in time is fined 10,000 to 200,000 lei.
Does the constitutive act of an SA have to be notarised?
Not for an SA formed by full simultaneous subscription: the constitutive act is signed under private signature (art. 5(6) Law 31/1990). A notarial act is needed for a public subscription or where real estate is contributed. A founder abroad signs an authentic power of attorney before a notary, with an apostille or superlegalisation and a legalised Romanian translation.
Are dividends from an SA taxed differently from SRL dividends?
No. Dividends distributed from 1 January 2026 are taxed at 16% for individuals, Romanian companies and non-residents, whatever the company form; a treaty can cap the non-resident rate. The EU parent exemption needs a payer that pays profit tax, and a company with a carried-forward loss pays dividends only after legal reserves and covering that loss.
What is a joint-stock company in Romania?
The joint-stock company, societate pe acțiuni (SA), is one of the five company forms of the Company Law. Its capital is divided into registered shares, its shareholders are liable up to the subscribed capital, it needs at least 2 shareholders, and its minimum capital is 90,000 lei in the text of November 2023.
What is the difference between an SA and an SRL, the Romanian LLC?
The SRL, societate cu răspundere limitată, is the form English searches call an LLC: at most 50 members, shares that cannot be negotiable instruments, 500 lei minimum capital for a new SRL and no SA board rules. The SA needs at least 2 shareholders, 90,000 lei of capital (November 2023 text), a board system and censors or an auditor.
How long does the trade register take to decide?
Art. 105(1) Law 265/2022, in its 2022 text, gives the registrar one working day to decide on the documents. That is the statute's term, not a promise of how long a registration takes in practice. The application itself is filed within 15 days of the constitutive act.
Request your SA structure plan
The plan covers shareholders, management system, control body, share terms, capital, tax regime and VAT, each with its conditions, before a document is signed.