Joint Stock Company (SA) in Romania
SA · Formation from $50
Last verified: June 13, 2026
Corporate Tax
16.0%
State Tax
0.0%
Formation Cost
$50
Annual Fee
$0
Comparison Scores
Privacy, remote setup, banking, and tax efficiency
Calculate full formation cost
Break down one-time filing fees and recurring costs for any supported entity type.
Who Should Choose This?
Profiles that typically benefit from this entity
- Large corporations planning to establish a major subsidiary or manufacturing plant in Romania.
- Startups and scale-ups intending to raise significant venture capital or private equity.
- Companies planning an Initial Public Offering (IPO) on the Bucharest Stock Exchange.
- Financial institutions, insurance companies, and investment funds (which are legally required to be SAs).
Who Should Avoid This?
Scenarios where another structure may be better
- Solo founders and small business owners (an SRL is much more suitable and cost-effective).
- Bootstrapped startups with limited initial capital.
- Freelancers, consultants, and digital nomads seeking a simple corporate structure.
Advantages
- +Ideal for raising significant capital and issuing shares to the public or institutional investors.
- +Can be listed on the Bucharest Stock Exchange (BVB) or other European financial markets.
- +Shareholders' liability is strictly limited to their subscribed capital contributions.
- +High credibility and prestige among banks, large corporate clients, and international partners.
- +Allows for complex corporate governance structures suitable for large-scale operations.
- +Shares are easily transferable compared to a Limited Liability Company (SRL).
Disadvantages
- -High minimum share capital requirement of 90,000 RON (approximately €18,000 or $19,500).
- -Requires at least two shareholders to incorporate and maintain the company.
- -Complex and strict corporate governance, requiring a board of directors and statutory auditors (censors).
- -Higher formation, legal, and ongoing maintenance costs compared to an SRL.
- -Extensive financial reporting, auditing, and compliance obligations.
Formation Steps
Step 1: Choose and reserve a unique company name with the National Trade Register Office (ONRC) (1-2 days).
Step 2: Draft the Articles of Association (Statut) and have them notarized, detailing the complex governance structure (2-3 days).
Step 3: Open a temporary capital account and deposit the minimum share capital of 90,000 RON, ensuring at least 30% is paid upon registration (1-2 days).
Step 4: Obtain sworn statements and specimen signatures from the founders, board members, and statutory auditors (1-2 days).
Step 5: Secure a registered office address in Romania and provide proof of the lease or property ownership (1-2 days).
Step 6: Submit the complete incorporation file to the ONRC for registration and obtain the Certificate of Incorporation (3-5 days).
Step 7: Register for corporate tax, VAT (if applicable), and file the Ultimate Beneficial Owner (UBO) declaration (2-4 days).
Step 8: Convert the temporary bank account into a fully operational corporate bank account, which may require an in-person bank visit (3-7 days).
Cost Breakdown
Detailed breakdown of formation and ongoing costs
| Item | Type | Amount |
|---|---|---|
| State filing and publication fees | One-time | $150 |
| Notary fees (Articles & Declarations) | One-time | $250 |
| Legal and incorporation service fees | One-time | $1,500 |
| Registered office (Virtual office) | Annual | $400 |
| Accounting and audit (estimated annual) | Annual | $3,600 |
| First year total | $5,900 | |
| Annual ongoing | $4,000 | |
Real-World Examples
Typical use cases for this entity type
- OMV Petrom S.A.: The largest energy company in Southern and Eastern Europe, structured as an SA to manage massive capital and public trading.
- Banca Transilvania S.A.: A leading Romanian bank, utilizing the SA structure as required by financial regulations and to facilitate its listing on the BVB.
- Digi Communications (operations via RCS & RDS S.A.): A major telecommunications provider using the SA structure for its extensive infrastructure investments and corporate governance.
Common Mistakes
Pitfalls to avoid during setup and operations
- Choosing an SA when an SRL would suffice, leading to unnecessary administrative burdens and high costs.
- Failing to deposit the required 30% of the 90,000 RON minimum share capital before submitting the incorporation file.
- Overlooking the mandatory requirement to appoint statutory auditors (censors) or a financial auditor.
- Underestimating the complexity and time required to open a corporate bank account for an SA structure.
- Not maintaining a proper registered office, which can lead to the company being declared fiscally inactive by ANAF.
Other entity types
Other formation options in Romania
Limited Liability Company (SRL)
- Tax
- 16.0%
- Formation
- $30
PFA (Sole Proprietorship)
- Tax
- 10.0%
- Formation
- $50
Branch Office
- Tax
- 16.0%
- Formation
- $50
Representative Office
- Tax
- 0.0%
- Formation
- $1,200
General Partnership (SNC)
- Tax
- 16.0%
- Formation
- $50
Limited Partnership (SCS)
- Tax
- 16.0%
- Formation
- $35
Partnership Limited by Shares (SCA)
- Tax
- 16.0%
- Formation
- $100
Compare with Other Countries
| Country / Type | Tax | Formation | Annual |
|---|---|---|---|
| 🇷🇴 Joint Stock Company (SA)(SA) | 16.0% | $50 | $0 |
FAQ
What is the minimum share capital for a Romanian SA?
The minimum share capital for a Societate pe Acțiuni (SA) is 90,000 RON (approximately €18,000 or $19,500). At least 30% of the subscribed capital must be paid upon registration.
How many shareholders are required to form an SA?
A Romanian SA requires a minimum of two shareholders. They can be individuals or corporate entities of any nationality.
Can a foreigner be a director of a Romanian SA?
Yes, foreigners can be appointed to the Board of Directors. However, depending on the management structure, certain residency or local representation rules may apply for practical banking and administrative purposes.
What is the difference between an SA and an SRL in Romania?
An SRL (Limited Liability Company) is simpler, requires lower capital (500 RON in 2026), and is best for SMEs. An SA is for large enterprises, requires 90,000 RON capital, has strict auditing rules, and can issue public shares.
Do I need to travel to Romania to set up an SA?
While the company registration process can be initiated remotely via a Power of Attorney, opening a fully operational corporate bank account for an SA almost always requires the physical presence of the directors due to strict KYC regulations.
Are statutory auditors required for an SA?
Yes, an SA must appoint at least three statutory auditors (censors) and one alternate, or a financial auditor if the company is subject to mandatory statutory financial audits.
How long does it take to incorporate an SA?
Once all documents are prepared, notarized, and the capital is deposited, the ONRC typically processes the registration within 5 to 10 business days.
Can an SA benefit from the microenterprise tax regime?
Yes, if the SA meets the criteria (annual revenue under €100,000, at least one full-time employee, and specific ownership conditions), it can opt for the 1% microenterprise tax instead of the standard 16% corporate tax.
Detailed Tax Rates
Corporate Income Tax
| From | To | Rate |
|---|
The standard corporate income tax rate is a flat 16%. A minimum turnover tax (IMCA) of 0.5% applies to large companies (turnover > EUR 50 million) if their calculated profit tax is lower than the minimum tax. A microenterprise regime (1% on turnover) is available for companies with revenue up to EUR 100,000 and at least one full-time employee.
Personal Income Tax (Top rate: 10.0%)
| From | To | Rate |
|---|---|---|
| $0 | No limit | 10.0% |
Romania applies a flat 10% personal income tax rate on employment and most other personal income. However, employees are also subject to high mandatory social security contributions (35% in total).
Capital Gains Tax
16.0%
Capital gains derived by companies are generally treated as ordinary business income and taxed at the standard 16% corporate rate. A participation exemption applies if the company holds at least 10% of the shares for an uninterrupted period of at least one year.
VAT / GST
21.0%
Registration Threshold: USD65,000
Foreign businesses providing digital services to Romanian consumers must register for VAT or use the EU OSS (One-Stop Shop) scheme. The standard 21% VAT rate applies to digital services.
Withholding Tax
The standard withholding tax rate on dividends, interest, and royalties paid to non-residents is 16% (increased from 10% for dividends in 2026). Rates may be reduced or eliminated under EU Directives or Double Taxation Treaties.
Payroll & Social Security
Employees pay 25% for pension (CAS) and 10% for health insurance (CASS), totaling 35%. Employers pay a 2.25% labor insurance contribution (CAM).
Other Taxes
Local Property Tax
Local taxes apply to buildings and land. For buildings owned by companies, the rate varies between 0.2% and 1.3% of the taxable value, depending on the municipality and whether the building is residential or commercial.
Microenterprise Tax
A preferential 1% tax on turnover is available for companies with annual revenues up to EUR 100,000 that have at least one full-time employee.
Incentives & Support
Reinvested Profit Tax Exemption
Profits reinvested in technological equipment, computers, and software are exempt from corporate income tax.
16% tax exemption on the reinvested amount.
Eligibility: The equipment must be kept in use for at least half of its normal useful life.
R&D Tax Deduction
Additional deduction for eligible research and development expenses.
150% deduction of eligible R&D expenses.
Eligibility: Activities must be classified as applied research or technological development.
IT Salary Tax Exemption
Income tax exemption for employees engaged in software creation.
0% personal income tax (normally 10%) on gross salaries up to 10,000 RON/month.
Eligibility: Employees must hold specific IT roles and the company must generate revenue from software development.
Formation Requirements
Minimum Capital
USD 19,500
90,000 RON (approximately $19,500). At least 30% of the subscribed capital must be paid upon incorporation.
Local Director
Not Required
Foreign nationals can serve as directors without restrictions, though a local representative may be practically required for opening a corporate bank account.
Registered Office
Required
Virtual office allowed. $300 - $600 per year
Notarization Required
Yes
Power of Attorney (Remote)
Required
Required if the founders are not physically present in Romania to sign the incorporation documents before a local notary.
Timeline
Standard: 3-5 business days days
Expedited: 1-2 business days days ($150)
Required Documents
- 1Passport copies of founders and directors
- 2Articles of Association (Statut)
- 3Sworn statements of founders and administratorsApostille needed
- 4Specimen signatures of administratorsApostille needed
- 5Proof of registered office (lease agreement or property deed)
- 6Bank certificate confirming share capital deposit
Compliance & Reporting
Annual Filings
Annual Financial Statements
Penalty: Fines up to 4,500 RON. From 2026, failure to file within 5 months of the deadline triggers fiscal inactivity and potential dissolution.
Annual Corporate Income Tax Return
Penalty: Late payment interest and penalties apply based on the amount owed.
Ultimate Beneficial Owner (UBO) Declaration
Penalty: Fines ranging from 5,000 to 10,000 RON.
Audit Requirement
Required
An SA must appoint at least 3 statutory auditors (censors). A full financial audit is mandatory if 2 of 3 thresholds are met: assets 16M RON, turnover 32M RON, 50 employees.
Accounting Standard
Romanian Accounting Standards (OMF 1802/2014) or IFRS
Tax Return Deadline
June 25 of the following year
VAT Filing Frequency
Monthly or quarterly, depending on turnover
Data Protection
Strictly adheres to EU GDPR. Registration with the local authority (ANSPDCP) may be required for specific large-scale data processing activities.
Banking & Payments
Banca Transilvania
The largest bank in Romania, offering comprehensive corporate banking services but requiring an in-person visit for account opening.
ING Bank Romania
Highly popular among businesses for its excellent digital banking platform, though initial onboarding usually requires physical presence.
Revolut Business
Remote-friendlyA leading fintech option providing multi-currency accounts and remote onboarding for Romanian entities.
Wise
Remote-friendlyExcellent for international transactions and remote founders, offering local RON account details alongside other major currencies.
Payment Gateways
Stripe, Netopia Payments, PayU, PayPal, 2Checkout (Verifone)
Currency
RON
Multi-Currency: Supported
Account Opening
Opening a corporate bank account for a Romanian SA as a non-resident is highly challenging and almost always requires an in-person visit due to strict KYC and AML regulations. Traditional banks demand extensive documentation, including proof of local substance and detailed business plans. Fintechs like Revolut Business or Wise offer a smoother, remote-friendly alternative, but they still require the company to be fully registered and active first.
Practical Information
Timezone
UTC+2 (EET) / UTC+3 (EEST)
Business Language
Romanian (official), English (widely used in business)
Legal System
Civil law
Ease of Doing Business
#55
IP Protection
Romania aligns with EU standards for intellectual property protection, governed by the State Office for Inventions and Trademarks (OSIM). Registration processes are straightforward, and enforcement is generally reliable through specialized courts.
Double Tax Treaties
90 countries
Notable treaties: United States, United Kingdom, Germany, France, Turkey, China, United Arab Emirates
Visa & Residency Options
Commercial Activities Visa (D/AC)
A long-stay visa for foreign nationals who are or will become shareholders or administrators of a Romanian company, requiring a solid business plan and a minimum investment of €100,000 or the creation of 15 jobs for an SA.
Digital Nomad Visa
Allows remote workers and entrepreneurs to live in Romania for up to a year, provided they can prove a monthly income of at least three times the Romanian gross average salary (approx. €3,300 - €3,700/month).
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Changelog
Data updates and changes on this page
Updated minimum share capital requirements, tax rates, and formation steps for Romanian SA entities for 2026.
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