A foreign investor who skips professional guidance during company formation in Romania often discovers the gap only after registration is refused – or, worse, after the company is already operating with defective founding documents. Romanian corporate legislation demands precision at every stage. An error in the actul constitutiv (articles of association) or a missing apostille can delay market entry by weeks and trigger additional notarial costs.
Company registration in Romania follows a structured sequence administered by the Oficiul Național al Registrului Comerțului (National Trade Register Office, ONRC). Foreign investors must prepare authenticated founding documents, reserve a company name, establish a registered office, and deposit share capital before the ONRC will issue a registration certificate. The process typically concludes within five to ten working days of submitting a complete file, though preparation and apostille procedures can extend the total timeline to three or four weeks.
This guide walks through each step of company formation in Romania. from choosing the right corporate vehicle to receiving your registration certificate – and identifies the errors that most commonly delay or derail foreign investors.
Choosing the right corporate vehicle
Romanian corporate legislation recognises several business forms. Foreign investors almost always choose between two: the societate cu răspundere limitată (SRL – private limited liability company) and the societate pe acțiuni (SA – joint-stock company).
The SRL is the default choice for market entry. It requires fewer formalities, imposes no minimum share capital beyond a nominal statutory threshold, and permits a single shareholder. The board of directors structure is simpler. Ongoing compliance costs are lower. The SRL is the appropriate vehicle for most trading, services, and holding structures established by foreign investors entering Romania for the first time.
The SA is suited to larger ventures, regulated industries, and situations where the investor anticipates raising external capital or listing shares. It demands a higher minimum share capital, at least two shareholders, a formal supervisory or unitary board structure, and statutory audit obligations. Investors in financial services, insurance, or capital markets activity will typically be required to incorporate as an SA by sector-specific legislation.
A third option – the sucursală (branch) – allows a foreign company to operate in Romania without creating a separate legal entity. A branch is not independent: it carries the full legal personality and liability of the parent. Branches suit short-term projects or situations where the foreign parent prefers consolidated group reporting. They do not, however, limit liability in Romania, and they create their own tax registration obligations.
The decision between SRL, SA, and branch turns on four criteria: expected revenue and capital structure, sector regulation, liability appetite, and exit horizon. For investors comparing options across the region, our analysis of M&A transactions in Romania sets out how vehicle choice interacts with acquisition and exit strategy.
Step-by-step: the registration procedure
Company registration in Romania proceeds through six distinct steps. Each has documentary requirements and a defined sequence. Skipping or reordering steps is a common source of delay.
Step 1 – Reserve the company name. The investor submits a name availability request to the ONRC. The proposed name must not duplicate or closely resemble an existing registered name. Reservation is valid for three months. Foreign investors frequently underestimate how many Romanian-sounding names are already taken. Prepare two or three alternatives before submitting.
Step 2 – Establish the registered office. Every Romanian company must have a registered office address in Romania. This requires either ownership of the premises or a lease or use agreement. The registered office cannot be a private residence in a block of flats without the consent of the building's general assembly of owners – a condition that catches many investors off guard. A serviced office or registered agent address is a practical solution for companies that do not yet have physical premises.
Step 3 – Draft and authenticate the articles of association. The actul constitutiv must be prepared in Romanian and either notarised or. For SRL companies with a single associate, submitted in a form authenticated under the simplified procedure permitted by Romanian corporate legislation. The document must specify the company's object of activity using the national classification codes (Clasificarea Activităților din Economia Națională – CAEN codes). Selecting overly narrow CAEN codes is a frequent error: it limits operational flexibility without any corresponding benefit and requires a formal shareholder resolution to amend later.
Step 4 – Deposit share capital. Share capital must be deposited in a Romanian bank account opened in the company's name before registration. The bank will issue a deposit confirmation letter. This letter forms part of the registration file. Note that the account is provisional – it becomes fully operational only after registration is confirmed.
Step 5 – File the registration dossier with the ONRC. The complete dossier includes the authenticated articles of association, proof of name reservation. Proof of registered office, the share capital deposit confirmation, identity documents for all shareholders and directors. Additionally, payment of the ONRC registration fee. For foreign shareholders and directors, all documents issued abroad must bear an apostille and be accompanied by a certified Romanian translation. If a shareholder acts through a representative, a notarised and apostilled power of attorney is required.
Step 6 – Receive the registration certificate and tax registration. If the ONRC finds the dossier complete and compliant, it issues a certificat de înregistrare (registration certificate) within five to ten working days. Tax registration with the national fiscal authority (Agenția Națională de Administrare Fiscală – ANAF) follows automatically for most company types. VAT registration is a separate process and must be assessed based on expected turnover and activity.
For a detailed comparison of how this procedure differs in another EU civil law system, our guide to company formation in Portugal provides a useful parallel reference.
To receive an expert assessment of your company registration timeline and document requirements in Romania, contact us at info@ferrazwhitmore.com.
Documentary checklist and common errors by foreign investors
The most frequent cause of ONRC rejection is an incomplete or defective dossier. The following checklist covers the core requirements for an SRL with a single foreign corporate shareholder and a foreign individual director.
- Authenticated actul constitutiv in Romanian, with CAEN codes specified
- Name reservation confirmation from the ONRC (valid and not expired)
- Registered office proof: title deed, lease, or use agreement – with co-owner consent if applicable
- Share capital deposit confirmation letter from a Romanian bank
- Apostilled corporate documents for the foreign shareholder entity (certificate of incorporation, constitutional documents, shareholder resolution authorising the investment)
- Apostilled identity document or passport copy for each individual director
- Apostilled power of attorney if a representative acts on behalf of any party
- Certified Romanian translations of all foreign-language documents
- ONRC registration fee payment receipt
Beyond documentary gaps, practitioners advising foreign clients in Romania identify several recurring structural errors. The first is misidentifying the object of activity. Investors often draft CAEN codes based on their home-country business description rather than Romanian classifications. An incorrect or missing CAEN code means the company cannot lawfully carry out its intended activity without a subsequent amendment – which requires a shareholder resolution, notarial intervention, and a second ONRC filing.
The second common error involves the registered office. Investors assume any address in Romania will suffice. In practice, the ONRC scrutinises the legal basis for the address. A lease agreement that does not explicitly permit use as a registered office will be rejected. A serviced office agreement that lacks the landlord's details or the address in the precise format registered by the building will also fail.
The third error is underestimating apostille processing times. Countries outside the Hague Apostille Convention require a more complex legalisation chain – consular legalisation followed by Romanian Ministry of Foreign Affairs authentication. Investors from non-convention countries should allow additional weeks for this process and plan accordingly.
The fourth error concerns the board of directors. Romanian corporate legislation permits a single-member board for an SRL. However, a director who is also the sole shareholder cannot validly represent the company in transactions with themselves. Investors structuring intragroup arrangements should ensure the articles of association address this scenario – or appoint an additional director.
Self-assessment checklist and decision framework
Company formation in Romania is straightforward when the investor's situation matches the standard SRL profile. It becomes more complex when one or more of the following conditions applies. Use this framework to assess your situation before initiating the procedure.
The SRL is the appropriate vehicle if: you are entering Romania for the first time. your projected capital structure does not require external equity investors. your business activity is not regulated by sector-specific legislation. and you are not planning a public offering or listing within the next three years.
Consider the SA if: you expect to bring in co-investors who require transferable share certificates. you operate in a sector where Romanian legislation mandates the SA form. or your exit strategy involves a sale of shares to a wide class of buyers.
Consider a branch if: your presence in Romania is project-specific and time-limited. your parent company is willing to accept unlimited liability for Romanian operations. and consolidated reporting at parent level is preferable to a standalone Romanian entity.
Before filing, verify the following:
- The proposed company name is available and reserved at the ONRC
- The registered office agreement explicitly permits use as a corporate domicile
- All foreign documents have been apostilled and translated by a certified translator
- CAEN codes cover the full scope of intended activity – not just the primary line
- Share capital has been deposited and the bank confirmation letter is dated within the validity window required by the ONRC
If the shareholder is a foreign corporate entity, also verify that the authorising shareholder resolution is current, properly signed, apostilled, and translated. A resolution that refers to a different company name or registered address than the documents on file will be rejected without explanation.
Investors who have already completed formation and are now considering growth through acquisition should review the corporate law advisory services available through our corporate law practice in Romania.
For a tailored strategy on company formation and post-registration compliance in Romania, reach out to info@ferrazwhitmore.com.
Frequently asked questions
Q: How long does company registration in Romania typically take for a foreign investor?
A: From submitting a complete file to the Trade Register, registration typically takes between five and ten working days. Delays most often arise from incomplete documentation or name reservation issues. Allowing three to four weeks in total – including preparation and apostille processing – is prudent for foreign investors.
Q: Does a foreign shareholder need to be physically present in Romania to form a company?
A: Physical presence is not mandatory. A foreign shareholder may act through a duly authorised representative holding a notarised and apostilled power of attorney. All founding documents signed abroad must be apostilled and, where required, translated into Romanian by a certified translator.
Q: What is the minimum share capital required to set up a limited liability company in Romania?
A: Romanian corporate legislation sets the minimum share capital for a societate cu răspundere limitată (private limited liability company) at a nominal amount that is accessible even for small ventures. The capital must be divided into equal social parts. A lawyer in Romania can confirm the current statutory minimum and advise on a capital level appropriate to your business activity.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in company formation, corporate governance, and market entry across Europe, including Romania. We work with international entrepreneurs, institutional investors, and in-house legal teams who need results-oriented counsel across multiple legal systems. Our corporate practice covers company registration, articles of association drafting, board structuring, and post-incorporation compliance across both EU and non-EU jurisdictions. As a law firm in Romania and across Central and Eastern Europe, we support clients through the full formation lifecycle – from vehicle selection to obtaining the registration certificate and navigating ANAF registration. To discuss your situation, 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.