A foreign company preparing to enter the Romanian market faces a structural choice early in the process. A branch office appears to offer speed and simplicity. In practice, the registration procedure involves several interacting layers of Romanian corporate legislation, notarial requirements, and Trade Register formalities that catch many international clients off guard. Documentation prepared abroad must meet specific Romanian standards. Timelines shift when files are incomplete. The gap between expectation and reality can cost weeks and delay commercial operations.
Setting up a branch office in Romania requires registration with the Romanian Trade Register, submission of certified parent company documents, and appointment of a local representative authorised by a board of directors resolution. The process typically takes two to four weeks from the date of a complete submission. The branch operates as a non-autonomous extension of the parent entity and carries no independent legal personality under Romanian corporate legislation.
This guide covers each procedural step in sequence, explains the documentary checklist in detail, identifies the errors that cause the most delays. Additionally. Provides a decision framework to help you determine whether a branch office is the right vehicle for your specific business scenario in Romania.
Understanding the branch office structure under Romanian law
Romanian corporate legislation treats a branch office as a secondary establishment of a foreign company. It is not a separate legal entity. It cannot hold assets in its own name, and it cannot be sued independently of the parent.
The parent company bears unlimited liability for all obligations the branch incurs. This is the defining characteristic of the branch structure. It distinguishes a branch from a societate cu raspundere limitata (SRL, a private limited liability company under Romanian law), where liability is capped at the subscribed capital.
For operational purposes, the branch functions under a designated representative. That representative acts within the scope of authority granted by the parent's board of directors. The representative does not need to be a Romanian national, but must hold a valid mandate documented in a form acceptable to the Romanian Trade Register.
A branch office must maintain its own registered office address in Romania. This address serves as the official contact point for correspondence with Romanian authorities. A virtual office address is permitted in practice, but Romanian tax authorities may scrutinise arrangements where there is no physical presence.
The branch is subject to Romanian tax legislation on income generated in Romania. It must register for corporate tax and, where applicable, value added tax. It must file annual financial statements with the Romanian authorities, prepared in accordance with Romanian accounting rules. These obligations are separate from those of the parent company in its home jurisdiction.
For a foreign company that plans to test the Romanian market before committing to a full subsidiary, the branch offers a lower setup cost and a simpler governance structure. The trade-off is full parental exposure to Romanian liabilities. Companies operating in regulated sectors – banking, insurance, or healthcare – should verify sector-specific requirements before choosing this route, as licensing conditions may impose additional structural constraints.
Step-by-step registration procedure and documentary requirements
The registration of a branch office in Romania follows a defined sequence. Each step has specific documentary inputs. Gaps in the file trigger a request for supplementation, which resets the processing clock.
Step 1: Obtain a shareholder resolution or board of directors decision. The parent company must formally resolve to establish a branch in Romania. The decision should specify the branch's registered office address, the scope of its activity, and the identity and powers of the representative. This resolution forms the foundational document of the registration file.
In jurisdictions where corporate decisions require notarisation, the resolution must be notarised and apostilled before submission. An apostille issued under the Hague Convention framework is accepted from signatory states. Where the parent company is incorporated in a non-Hague jurisdiction, legalisation through a Romanian diplomatic post is required.
Step 2: Prepare certified copies of the parent company's constitutional documents. The Trade Register requires a certified copy of the parent's articles of association and proof of current registration in its home jurisdiction. The certification must confirm that the document is a true copy of the original on file with the home register.
Where the home jurisdiction issues a certificate of good standing or an equivalent document, this should be included. Romanian examiners use it to verify that the parent company is active and not subject to insolvency proceedings or dissolution.
Step 3: Translate all documents into Romanian. All foreign-language documents must be accompanied by authorised translations into Romanian. Translations must be produced by a sworn translator authorised in Romania. Translations produced abroad – even by certified translators in the parent company's home country – are not accepted by the Romanian Trade Register. This is one of the most common errors by foreign clients.
Step 4: Secure a registered office address in Romania. Documentary evidence of the branch's registered office must be included in the file. This typically takes the form of a lease agreement or a title deed for the premises. If the address is provided by a registered office service provider, a service agreement must be attached.
Step 5: Submit the registration application to the Romanian Trade Register. The application is filed with the Oficiul Registrului Comertului (Romanian Trade Register, ORC) for the county where the branch's registered office is located. The file must include the completed application form, all supporting documents, and proof of payment of the applicable registration fees.
Registration fees are set by the Trade Register and vary based on the activity classification and the administrative costs of the specific county office. Legal fees for preparing and submitting the file are additional and depend on the complexity of the parent company's documentation.
Step 6: Await the Trade Register decision and collect the registration certificate. The Trade Register examiner reviews the file and either approves the registration or issues a request for supplementation. On approval, a certificat de inregistrare (registration certificate) is issued. This document confirms the branch's registration number and its official designation in the Romanian commercial registry.
Step 7: Register for tax purposes. Within 30 days of Trade Register registration, the branch must register with the Romanian tax authority, the Agentia Nationala de Administrare Fiscala (National Agency for Fiscal Administration, ANAF). At this stage, the branch obtains a fiscal identification code and, if applicable, a VAT registration number.
Step 8: Register as an employer if staff will be hired. If the branch intends to employ workers in Romania. It must register with the labour authorities and comply with Romanian employment legislation. This includes obligations under collective bargaining rules and social security legislation.
The entire process from document preparation to receipt of the registration certificate takes between four and eight weeks for a well-prepared file. Files involving complex parent structures, multi-layer shareholding, or non-Hague jurisdictions typically take longer.
For a parallel reference on how similar processes work in another EU civil law setting, our guide to setting up a branch office in Portugal provides a useful comparison of procedural requirements and timelines.
Common errors by foreign clients and how to avoid them
The most frequent source of delay is translation. Many foreign companies assume that a certified translation produced in their home country will be accepted in Romania. Romanian Trade Register examiners require translations produced by translators sworn in Romania. A file submitted with foreign-certified translations will be returned for re-translation, adding two to three weeks to the timeline.
A related error involves apostille sequencing. The apostille must be affixed to the original document before translation. If the translation is produced first and the apostille is added afterward, the apostille covers only the original, not the translation. Romanian examiners treat the apostilled original and its authorised Romanian translation as a single document set. Reversing the order breaks the chain of authentication.
Incomplete board resolutions are another recurring problem. The resolution establishing the branch must specify the representative's powers with sufficient precision. A generic delegation – "the representative is authorised to act on behalf of the company" – is often insufficient. Romanian corporate legislation requires that the scope of authority be described clearly. Examiners may request a supplementary power of attorney if the resolution does not adequately define the representative's mandate.
A non-obvious risk involves the registered office address. Some foreign companies use a co-working space address or a temporary rental arrangement. If the lease agreement submitted to the Trade Register expires before the company renews it, the branch's registered office status becomes irregular. Romanian authorities can issue administrative penalties and may initiate proceedings to strike the branch from the register if the registered office becomes invalid.
Foreign clients also underestimate the tax registration deadline. The 30-day window for ANAF registration runs from the date of Trade Register approval, not from the date the company decides to begin operations. Missing this deadline exposes the branch to administrative penalties under Romanian tax legislation.
Finally, companies that operate through the branch before registration is complete. signing contracts, issuing invoices. Alternatively. Hiring staff before the certificat de inregistrare is issued. create legal and fiscal irregularities that can be difficult to unwind. Romanian commercial legislation treats pre-registration activity as unauthorised. The representative may incur personal liability for transactions concluded before the branch is formally registered.
For a comprehensive view of corporate law advisory in Romania, including governance structures and ongoing compliance obligations for foreign entities, our Romania corporate law service page sets out the full scope of support available.
Decision framework: when a branch office is the right choice
A branch office in Romania is the appropriate structure in certain defined circumstances. It is not universally the optimal choice. The decision depends on the parent company's risk profile, the nature and duration of its planned activities, and its tax planning considerations.
A branch office is well suited when:
- The parent company wants to test the Romanian market before committing to a permanent local entity
- The operational scope is limited to a defined set of activities directly tied to the parent's core business
- The transaction volume does not justify the governance and administrative costs of a locally incorporated subsidiary
- The parent company is comfortable with direct exposure to Romanian liabilities
- The business timeline in Romania is medium-term rather than open-ended
A subsidiary – typically an SRL – is preferable when:
- The parent company wishes to limit its liability to the capital contributed to the Romanian entity
- The business involves regulated activities requiring a local licence held by the Romanian entity itself
- The company intends to take on third-party investors or co-shareholders in Romania
- Long-term asset accumulation in Romania is part of the commercial strategy
The tax dimension deserves separate attention. A branch is taxed on Romanian-source income. The parent company's overall tax position. including any applicable double taxation treaty between Romania and the parent's home jurisdiction. will determine whether the branch structure produces a more or less efficient outcome than a subsidiary. This analysis must be conducted on a case-by-case basis before the structure is chosen.
Companies considering acquisitions alongside their market entry should note that Romanian M&A transactions often involve a locally incorporated entity as the acquisition vehicle. Our analysis of mergers and acquisitions in Romania covers the structural options and due diligence requirements for inbound transactions.
For companies that have already established a branch and are considering conversion to a subsidiary, Romanian corporate legislation provides a pathway. The process involves establishing a new Romanian entity, transferring the branch's assets and liabilities, and filing for deregistration of the branch. This is a multi-step transaction that requires careful sequencing to avoid gaps in fiscal and commercial registration.
Self-assessment checklist before initiating registration
A branch office registration in Romania is the right next step if the following conditions are met:
- The parent company holds a valid board of directors resolution authorising the branch, with the representative named and powers defined
- The parent's constitutional documents – including the articles of association – are current, certified, and apostilled or legalised for use in Romania
- A Romanian-sworn translator has been identified to produce authorised translations of all foreign-language documents
- A physical or registered office address in Romania has been confirmed with a lease agreement or service contract ready for submission
- The 30-day ANAF registration deadline has been noted and a tax adviser with knowledge of Romanian tax legislation has been engaged
Before initiating the procedure, verify the following critical points:
- Confirm whether the parent company's home jurisdiction is a Hague Convention signatory. If not, plan for consular legalisation, which adds two to four weeks to the timeline.
- Check whether the parent company's sector requires prior authorisation from a Romanian regulatory authority before the branch can be registered.
- Confirm that no insolvency proceedings, dissolution notices, or regulatory restrictions affect the parent company. The Trade Register examiner will verify this independently, and any irregularity will suspend the review.
- Verify whether the planned activities in Romania trigger VAT registration obligations at the point of commencement rather than after a turnover threshold is reached.
To receive a tailored strategy for establishing your branch office in Romania, contact us at info@ferrazwhitmore.com.
Frequently asked questions
Q: How long does it take to register a branch office in Romania?
A: The registration process at the Romanian Trade Register typically takes between two and four weeks from the date of submission of a complete file. Delays are most often caused by incorrect or incomplete translations, missing apostilles, or discrepancies between the parent company's articles of association and the branch resolution. Engaging a lawyer in Romania with experience in company registration can reduce the risk of resubmission and shorten the overall timeline.
Q: Does a branch office in Romania need its own share capital?
A: No. A branch office is not a separate legal entity and therefore has no independent share capital requirement under Romanian corporate legislation. It operates as an extension of the parent company. However, the parent company remains fully liable for all obligations incurred by the branch, which is a key distinction from a locally incorporated subsidiary.
Q: Can a branch office in Romania sign contracts and employ staff?
A: Yes, subject to the scope of authority granted to the branch representative by the parent company's board of directors. The representative can enter into contracts, open bank accounts, and hire employees on behalf of the parent entity. Employment contracts are governed by Romanian employment legislation, and the branch must register as an employer with the relevant Romanian labour authorities.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients on company registration, corporate structuring, and market entry across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver practical cross-border solutions for foreign companies entering the Romanian market. We support international entrepreneurs, institutional investors, and in-house legal teams who need results-oriented counsel on branch office registration, corporate governance, and ongoing compliance in Romania and across Eastern Europe. As an international law firm in Romania advising on corporate matters, we draw on direct experience with the Romanian Trade Register process, ANAF registration requirements, and the practical gaps that slow down foreign company registrations. Our attorneys have advised on corporate establishment and restructuring matters across both civil law and common law systems. The firm's Lisbon base provides direct access to EU regulatory conditions, while our broader network supports enforcement and commercial strategies in multiple jurisdictions. To discuss your branch office registration in Romania, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.