SRL formation
SRL Formation in Romania for Non-Resident Founders
A Romanian SRL whose members, administrator, capital and tax regime are settled before anything is filed, then formed for you from abroad.
- 500 lei minimum capital for a new SRL since 18 December 2025 (Law 239/2025)
- One member is enough
- Filed from abroad by power of attorney or e-signature
The SRL file is prepared and signed where the founder lives, then filed in Bucharest.
SRL formation that starts with the structure
We prepare and file the formation of an SRL, the societate cu răspundere limitată or Romanian limited liability company that English searches call an LLC, from our Bucharest office, at the trade register (ONRC). This page covers the SRL itself; the wider picture of what it takes to form a Romanian company from abroad is on our home page.
It is written for founders who live outside Romania and for a foreign group's adviser. The choices the constitutive act fixes come first and the filing follows. For the context, read about the Romanian market for a foreign company; if you need a company that already exists, see our ready-made companies service.
What's included
Structure review before any document
An administrative comparison, made with you, of the choices your constitutive act fixes. Legal advice on the articles comes from a Romanian lawyer.
The constitutive act on standard forms
Standard forms the founders sign under private signature; for one member, the articles alone. Any bespoke clause is drafted by a Romanian lawyer.
Power-of-attorney pack
The standard power-of-attorney form, the apostille or superlegalisation route and the legalised Romanian translation. Or signing online with a qualified electronic signature instead.
Name check and reservation
We check the proposed names and reserve one at the trade register before the act is signed.
Filing at the trade register
Filing at ONRC within the 15-day term of art. 36(1) Law 31/1990, under your power of attorney, with the VAT request where chosen and a tax number (NIF) request for each non-resident individual founder and administrator.
Liaison with ONRC and ANAF
Follow-up with both offices 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.
The next legal steps, coordinated
Registered office, the payment account in Romania within 60 working days, the capital pay-in, the micro employee within 90 days: performed by the office provider, the bank, the members and the company; we coordinate.
Where the service stops
No legal advice or bespoke drafting by us; no accounting, payroll, tax returns or tax advice; no administrator or shareholder supplied; no promised registration time or VAT code. The bank decides the account.
The decisions your constitutive act fixes
One member or several
A sole member decides alone, in writing (art. 1961 Law 31/1990); several members, at most 50, decide by absolute majority unless the articles differ. Compare when a joint-stock company beats an SRL in Romania.
Who administers, with what powers
One or more administrators, named in the act with joint or separate powers (art. 7(e) and 197 Law 31/1990). A non-resident individual administrator gets a tax number (NIF) through ONRC (Fiscal Procedure Code art. 83).
Capital subscribed and when it is paid
500 lei minimum for a new SRL since 18 December 2025 (Law 239/2025 art. VI(2)); see paying in the capital of a new SRL. Under 45,000 lei with a foreign non-resident administrator is an Annex 6 VAT risk criterion.
Deadlock and transfer clauses
Where parity blocks a majority, the act states how decisions are taken (art. 7(d1) Law 31/1990). An outsider buys in only with approval from 3/4 of the capital, unless the articles differ (art. 202).
Micro or profit tax
16% profit tax (Fiscal Code art. 17), or the optional micro regime at 1% of revenue, ceiling EUR 100,000 with linked enterprises (art. 47, 51). Read who still qualifies as a micro-enterprise in Romania in 2026.
VAT at formation or later
VAT requested in the trade register filing is valid from registration (Fiscal Code art. 316); ANAF analyses fiscal risk afterwards. Optional below the 395,000 lei small-enterprise ceiling. More on VAT registration in Romania.
Taking profits out
Dividends distributed from 1 January 2026 are taxed at 16% (Law 141/2025 art. VII). Whether a micro SRL can use the EU parent exemption is not settled in the texts read, which matters for a holding SRL for a group's shares.
Beneficial owners in the act
Naming the beneficial owners in the constitutive act at registration satisfies the beneficial-owner filing (Law 129/2019 art. 56(7)); the guide covers the UBO declaration filed at the Trade Register.
How the formation works
law a term set by statute none we found no official time
- I
Structure review
Founder and us
- no official time
- II
Name and registered office
Us
- no official time
- III
Power of attorney or e-signature
Founder and notary
- no official time
- IV
Constitutive act signed
Members or their attorney
- no official time
- V
Filing at ONRC
Us
- 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 and capital
Bank and members
- 60 working days
- 30% within 3 months
- VIII
Micro set-up and VAT review
The company
- 90 days, if micro
Structure review
You and we compare the choices the act will fix; any legal advice comes from a Romanian lawyer. We found no official time for this step.
Name and registered office
Name check and reservation; a deed giving the right to use the premises and, for a seat in a flat, the administrators' declaration that no activity is carried on there, which replaces the owners' association approval (art. 17(6) Law 31/1990). We found no official time for this step.
Power of attorney or e-signature
The founder signs an authentic power of attorney before a notary, with apostille or superlegalisation and a legalised Romanian translation (Law 265/2022 art. 76, 79), or uses a qualified electronic signature. We found no official time for this step.
Constitutive act signed
The founders or their attorney sign under private signature; a notary is needed only where real estate is contributed in kind (art. 5(6) Law 31/1990). Drafting goes through a Romanian lawyer.
Filing at ONRC
The filing is due within 15 days of the act (art. 36(1) Law 31/1990); we file once the signed set is complete, online with a qualified electronic signature or by the attorney, with the VAT request and the NIF requests in the same filing.
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 format of a Romanian company registration number.
Payment account and capital
The company opens a payment account in Romania within 60 working days (Law 70/2015 art. 1(12)-(13), inserted by Law 239/2025, from 1 January 2026); see the business bank account page. Members pay 30% of the capital within 3 months, before trading.
Micro set-up and VAT review
If micro is chosen, the company hires an employee or pays an administrator under a mandate contract within 90 days (Fiscal Code art. 48(3)). After a VAT registration, ANAF's risk analysis follows, and we found no official duration for it.
Not sure which structure your SRL should carry?
Our structure plan sets out the conditions of each choice for your SRL, so you decide with them in hand before anything is signed.
Documents you will need
- Identification of each member and administrator: residence, citizenship, passport.
- For a corporate member: its registration documents, apostilled, with legalised translation.
- The members and their shares, in writing.
- The administrators, their term, and joint or separate powers.
- The deadlock clause, where members hold 50/50.
- 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.
- A deed giving the right to use the registered office.
- The administrator's express acceptance and the founders' eligibility clause in the act (art. 61).
- After registration: the capital pay-in and the administrator's availability for the bank.
SRL requirements and tax figures in 2026
The figures below are the statute's, each with the act that sets it.
SRL requirements and tax figures in 2026, each with the act that sets it.
| Requirement | Rule | Act | Source |
|---|---|---|---|
| Minimum capital, new SRL | 500 lei, for SRLs formed from 18 December 2025 | Law 239/2025 art. VI(2) | Law 239/2025 |
| Higher minimum | 5,000 lei once net turnover exceeded 400,000 lei, reached by the end of the next financial year | Law 239/2025 art. VI(1), (3)-(4) | Law 239/2025 |
| Capital pay-in | 30% within 3 months of registration and before trading; cash balance within 12 months | Law 31/1990 art. 91(2) | Law 31/1990, text of November 2023 |
| Members | 1 to 50; with one member, only the articles are drawn up | Law 31/1990 art. 5(2), art. 12 | Law 31/1990 |
| Filing term | 15 days from the constitutive act | Law 31/1990 art. 36(1) | Law 31/1990 |
| Payment account in Romania | within 60 working days of formation, from 1 January 2026; fine 3,000 to 10,000 lei | Law 70/2015 art. 1(12)-(13), art. 12(4), inserted by Law 239/2025 | Law 239/2025 |
| VAT | optional below 395,000 lei; standard 21%, reduced 11%, since 1 August 2025 | Fiscal Code art. 310(1), art. 291 | Fiscal Code |
| Micro regime | 1% of revenue; ceiling EUR 100,000 with linked enterprises; employee within 90 days | Fiscal Code art. 51(1), art. 47(1)(c), art. 48(3) | Fiscal Code |
| Profit tax | 16% | Fiscal Code art. 17 | Fiscal Code |
| Dividend tax | 16% on dividends distributed from 1 January 2026 | Fiscal Code art. 97(7), 43(2), 224(4)(b); Law 141/2025 art. VII(1) | Law 141/2025 |
from the act or from registration
- 15 daysFiling at ONRC, from the actLaw 31/1990 art. 36(1)
- 3 months30% of the capital paid in, before tradingLaw 31/1990 art. 91(2)
- 90 daysAn employee or a paid administrator, if microFiscal Code art. 48(3)
- 60 working daysA payment account in RomaniaLaw 70/2015 art. 1(12)-(13)
- 12 monthsThe cash balance of the capitalLaw 31/1990 art. 91(2)
- 31 MarchThe micro option notified, each yearFiscal Code
Problems we solve
A non-resident administrator and the VAT file
Annex 6 lists a foreign administrator without Romanian tax residence with capital under 45,000 lei, and a seat under a comodat (free loan) of a year or less with no other premises. ANAF Order 2856/2017 scored them in its 2017 text; we have not verified the current weighting, so we promise no outcome.
Capital paid at the wrong time or at a stale figure
A new SRL needs 500 lei, paid after registration, not before filing. An existing SRL under 400,000 lei of turnover has no duty to top up to 500 lei (Law 239/2025 art. VI(6)).
The 1% sold without its conditions
The micro rate holds only within EUR 100,000 counted with linked enterprises, for one micro per member above 25%, with an employee or a paid administrator (Fiscal Code art. 47, 51).
The bank and the payment account
A missing account means a fine of 3,000 to 10,000 lei (Law 70/2015 art. 12(4)) and an inactivity ground, set out in the inactive taxpayer status guide. Each bank sets its own onboarding rules and may ask to meet the administrator; we support the file and promise no outcome.
Profits that cannot leave
A company with a carried-forward loss may distribute current-year profit only after legal reserves are set up and the loss is covered; member loans are not repaid while net assets sit below half the capital (art. 691 and 67 Law 31/1990, inserted by Law 239/2025).
Is your administrator outside Romania?
We set out the Annex 6 criteria with you before the VAT request is filed, and promise no outcome.
Who prepares your SRL file
Formation and corporate changes lead, Bucharest. Romanian, English, French.
Company formation is an activity regulated by the anti-money-laundering law (Law 129/2019 art. 2(l)).
From our practice
We assemble the founders' file, file it under a power of attorney and follow it to the registration certificate and the CUI.
Frequently asked questions
Can a foreigner own 100% of an SRL and be its administrator without living in Romania?
Natural and legal persons, foreign ones included, may form a Romanian company (Law 31/1990 art. 1(1)), and an administrator need not be a member. The trade register requests a tax number (NIF) for each non-resident individual founder and administrator. A foreign administrator without Romanian tax residence, with capital under 45,000 lei, is also an Annex 6 VAT risk criterion.
Do I have to travel to Romania to form the SRL?
Not for the filing. A founder abroad signs an authentic power of attorney with an apostille or superlegalisation and a legalised Romanian translation (Law 265/2022 art. 76 and 79), or signs online with a qualified electronic signature. For the bank account, each bank sets its own rules and may ask to meet the administrator: bank practice, not law.
Does a non-resident administrator affect the VAT registration?
It can. Annex 6 to the VAT norms lists a foreign administrator without Romanian tax residence with capital under 45,000 lei, beside the seat, employee and accountant criteria. ANAF registers the company for VAT first, then analyses fiscal risk (Fiscal Code art. 316(9)). Order 2856/2017 scored the criteria in 2017; the current weighting is unverified, so we promise no outcome.
What is the minimum share capital in 2026, and when must it be paid in?
A new SRL needs at least 500 lei under Law 239/2025 art. VI(2), in force since 18 December 2025, and 5,000 lei once net turnover exceeded 400,000 lei. The capital is paid after registration: 30% within 3 months and before trading in the company's name, the cash balance within 12 months (Law 31/1990 art. 91(2)).
Must an existing SRL raise its capital to 500 lei?
Law 239/2025 sets no such duty for an existing SRL with low turnover. The two-year rule for registered SRLs, art. VI(6), concerns the 5,000 lei minimum that applies once net turnover exceeded 400,000 lei. The 500 lei figure of art. VI(2) applies to newly formed SRLs, from 18 December 2025.
Is the micro-enterprise tax really 1%, and what does it take to keep it?
Yes, within conditions. The rate is 1% of revenue (Fiscal Code art. 51(1)) up to EUR 100,000 counted with linked enterprises, for one micro-enterprise per member holding more than 25%, with an employee or a paid administrator within 90 days and the option notified by 31 March. Above the ceiling, profit tax at 16% applies from that quarter.
What tax is due when the SRL pays dividends?
Dividends distributed from 1 January 2026 are taxed at 16%, whether paid to individuals, to Romanian companies or to non-residents (Fiscal Code art. 97(7), 43(2) and 224(4)(b), as amended by Law 141/2025). A double tax treaty can cap the non-resident rate. For a micro SRL, access to the EU parent-subsidiary exemption is not settled.
Do I need a bank account in Romania?
Yes. Since 1 January 2026 every company 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). Not holding it is fined 3,000 to 10,000 lei and is also a ground for declaring the company inactive.
Does the constitutive act need a notary?
No. The constitutive act is signed under private signature by all members (Law 31/1990 art. 5(6)); a notarial form is needed only where real estate is contributed in kind. A founder abroad signs the power of attorney before a notary, and that document then needs an apostille or superlegalisation.
How long does the trade register take to decide?
Art. 105(1) of 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, so we quote no processing time. The company is a legal person from the date of registration (Law 31/1990 art. 41(1)).
One member or several: what changes?
A sole member holds the powers of the general meeting, records every decision in writing and contracts with the SRL in writing on pain of absolute nullity. Several members decide by absolute majority unless the articles say otherwise, need a clause for a 50/50 deadlock, and an outsider buys in only with approval from 3/4 of the capital.
Can one person own several SRLs, or a company be the sole member?
Yes. The former one-person limit in art. 14 of Law 31/1990 was repealed on 5 July 2020, so one person may hold several single-member SRLs, and a legal person may be the sole member of an SRL. For tax, only one of the companies may apply the micro regime where the same founder holds more than 25%.
What is an SRL in Romania, and what does S.R.L. stand for?
S.R.L. stands for societate cu răspundere limitată, the Romanian limited liability company. It has at most 50 members (Law 31/1990 art. 12); with one member, only the articles are drawn up. The SRL-D (a beginner entrepreneur's micro-enterprise) still appears in Law 265/2022 art. 58 (2022 text); whether new ones can be formed in 2026 is unconfirmed.
Is an SRL the same as an LLC?
The SRL, societate cu răspundere limitată, is the Romanian form that English searches call an LLC, and natural or legal persons, foreign ones included, may form one. Where a board or more than 50 members are needed, the joint-stock company (SA) is the alternative, with at least 2 shareholders and 90,000 lei of minimum capital (Law 31/1990 art. 10).
Can I register an SRL online?
Yes. The registration procedure can run entirely online, as the Government's memorandum to OUG 109/2024 describes, with the application signed by a qualified electronic signature (Law 265/2022 art. 82(1)). A founder without such a signature gives an authentic power of attorney instead, and the attorney files the application in the founder's name.
Request your SRL structure plan
The plan covers members, administrator, capital, tax regime and VAT, each with its conditions, before a document is signed.