Partnership Limited by Shares (SCA) in Romania
SCA · Formation from $100
Last verified: June 13, 2026
Corporate Tax
16.0%
State Tax
0.0%
Formation Cost
$100
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
- Founders who want to raise significant capital through shares but retain absolute management control.
- Family-owned enterprises looking to bring in outside investors without diluting family control over operations.
- Specialized investment funds or real estate ventures requiring a clear legal distinction between active managers and passive investors.
- Entrepreneurs planning to eventually list the company on a stock exchange while maintaining a partnership-style management structure.
Who Should Avoid This?
Scenarios where another structure may be better
- Solopreneurs and small business owners who would be better served by a simple SRL.
- Founders who are unwilling to accept unlimited personal liability for business debts.
- Startups looking for a simple, low-cost, and fast incorporation process without high capital requirements.
Advantages
- +Combines the capital-raising ability of a joint-stock company (issuing shares) with the strict management control of a partnership.
- +Limited partners (shareholders) have their liability restricted entirely to their capital contributions.
- +General partners retain full management control and decision-making power even if they hold a minority of the share capital.
- +Shares can be freely transferred by limited partners, providing liquidity and ease of investment for external backers.
- +Highly suitable for family businesses or specialized investment funds where founders want to maintain absolute control while raising external capital.
Disadvantages
- -High minimum share capital requirement of 90,000 RON (approx. €18,000), which is a significant barrier compared to an SRL.
- -General partners face unlimited, joint, and several personal liability for the company's debts and obligations.
- -Complex corporate governance, accounting, and auditing requirements, similar to a standard Joint-Stock Company (SA).
- -Less common and less understood by foreign investors compared to the standard SRL or SA structures.
- -Strict regulatory compliance, including mandatory detailed reporting and potential statutory audits depending on size.
Formation Steps
Reserve the company name with the National Trade Register Office (ONRC), ensuring it includes the mandatory 'SCA' designation.
Draft the Articles of Association (Act Constitutiv) detailing the general and limited partners, share capital distribution, and management structure.
Deposit the minimum share capital of 90,000 RON into a corporate bank account and obtain a bank deposit certificate.
Secure a registered office address in Romania, providing the lease agreement and the landlord's written consent.
Prepare declarations on honor and notarized specimen signatures for the general partners (administrators) and limited partners.
Submit the complete incorporation dossier to the ONRC for registration and publication in the Official Gazette of Romania.
Register for tax purposes (VAT, corporate income tax) and submit the Ultimate Beneficial Owner (UBO) declaration within the legal timeframe.
Cost Breakdown
Detailed breakdown of formation and ongoing costs
| Item | Type | Amount |
|---|---|---|
| State filing fee (ONRC and Official Gazette) | One-time | $150 |
| Notary and translation fees | One-time | $250 |
| Registered office (1 year) | Annual | $400 |
| Professional legal/incorporation fees | One-time | $800 |
| Accounting services (estimated first year) | Annual | $1,200 |
| First year total | $2,800 | |
| Annual ongoing | $1,600 | |
Real-World Examples
Typical use cases for this entity type
- A real estate development group where the core developers act as general partners managing the project, while external investors buy shares as limited partners to fund construction.
- A family-owned manufacturing business that issues shares to raise capital for international expansion but keeps management strictly within the family (acting as general partners).
- A specialized private equity or venture capital vehicle structured to give the fund managers full operational control while investors hold tradable shares with limited liability.
Common Mistakes
Pitfalls to avoid during setup and operations
- Choosing an SCA when an SRL (Limited Liability Company) would suffice, leading to unnecessary costs and administrative complexity.
- General partners underestimating the severe risk of unlimited personal liability for corporate debts.
- Failing to clearly define the rights, dividend distributions, and restrictions of limited partners in the Articles of Association.
- Not accounting for the high minimum share capital (90,000 RON) before starting the incorporation process.
- Overlooking the strict accounting, reporting, and auditing requirements that apply to joint-stock structures in Romania.
Other entity types
Other formation options in Romania
Limited Liability Company (SRL)
- Tax
- 16.0%
- Formation
- $30
Joint Stock Company (SA)
- Tax
- 16.0%
- Formation
- $50
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
Compare with Other Countries
| Country / Type | Tax | Formation | Annual |
|---|---|---|---|
| 🇷🇴 Partnership Limited by Shares (SCA)(SCA) | 16.0% | $100 | $0 |
FAQ
What is the minimum share capital for a Romanian SCA?
The minimum share capital required to form an SCA is 90,000 RON (approximately €18,000), which must be fully subscribed upon incorporation.
What is the difference between general and limited partners in an SCA?
General partners manage the company and have unlimited personal liability for its debts. Limited partners provide capital through shares, do not participate in management, and their liability is limited to their investment.
Can a foreign national be a general partner in an SCA?
Yes, foreign individuals or corporate entities can act as either general or limited partners in a Romanian SCA.
Is an SCA suitable for a small business or startup?
No. Due to the high capital requirement (90,000 RON) and complex governance, an SRL (Limited Liability Company) is much better suited for small businesses and startups.
How is an SCA taxed in Romania?
An SCA is subject to the standard corporate income tax rate of 16%. If it meets specific revenue and employee criteria, it may qualify for the 1% micro-enterprise tax regime.
Can an SCA be listed on the stock exchange?
Yes, similar to a Joint-Stock Company (SA), an SCA can issue shares to the public and be listed on a stock exchange.
How long does it take to register an SCA in Romania?
Once all documents are prepared, notarized, and the capital is deposited, the ONRC registration process typically takes 1 to 2 weeks.
Do I need to travel to Romania to form an SCA?
The company can be formed remotely using a notarized Power of Attorney. However, opening the corporate bank account to deposit the share capital may require a physical visit depending on the bank's policies.
Detailed Tax Rates
Corporate Income Tax
| From | To | Rate |
|---|
The standard corporate income tax rate is a flat 16%. A micro-enterprise regime allows a 1% tax on turnover for companies with revenues up to €100,000 and at least one employee, though specific eligibility rules apply.
Personal Income Tax (Top rate: 10.0%)
| From | To | Rate |
|---|---|---|
| $0 | No limit | 10.0% |
Romania applies a flat personal income tax rate of 10% on most types of income, including employment and self-employment income.
Capital Gains Tax
10.0%
Capital gains derived by individuals are generally taxed at 10%, though reduced rates (1% or 3%) may apply to listed shares. Corporate capital gains are taxed at the standard 16% CIT rate unless participation exemptions apply.
VAT / GST
21.0%
Registration Threshold: RON395,000
Non-resident providers of digital services to Romanian consumers must register for and charge 21% VAT, typically via the EU OSS scheme.
Withholding Tax
Withholding tax on dividends increased to 16% in 2026. Rates on dividends, interest, and royalties 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). Employers contribute a 2.25% labor insurance contribution (CAM).
Other Taxes
Minimum Turnover Tax (IMCA)
A 0.5% minimum tax on turnover applies to large companies with annual revenues exceeding €50 million.
Local Property Tax
Municipalities levy annual taxes on the ownership of buildings and land, with rates varying based on location and usage (residential vs. commercial).
Banking & Payments
Banca Transilvania
The largest bank in Romania, offering comprehensive corporate banking services but typically requiring an in-person visit for account opening.
ING Bank Romania
Popular among businesses for its excellent digital banking platform, though non-resident founders may face strict compliance checks.
Revolut Business
Remote-friendlyA highly popular digital alternative in Romania offering multi-currency accounts and remote onboarding for registered companies.
Wise
Remote-friendlyExcellent for international transactions and holding multiple currencies, with a fully remote setup process.
Payment Gateways
Stripe, PayPal, Netopia Payments, PayU
Currency
RON
Multi-Currency: Supported
Account Opening
Opening a corporate bank account in Romania can be moderately difficult for non-resident founders due to strict KYC and AML regulations. Traditional banks usually require a physical visit or a notarized Power of Attorney, while fintechs like Revolut Business offer smoother remote alternatives.
Practical Information
Timezone
UTC+2 to UTC+3
Business Language
Romanian and English
Legal System
Civil law
Ease of Doing Business
#55
IP Protection
Intellectual property is protected under EU directives and registered through the State Office for Inventions and Trademarks (OSIM). Romania is a member of WIPO and the European Patent Organisation.
Double Tax Treaties
85 countries
Notable treaties: United States, United Kingdom, Germany, France, China
Visa & Residency Options
Digital Nomad Visa
Allows non-EU remote workers to live in Romania for up to 1 year (renewable) if they earn at least three times the Romanian gross average salary.
Commercial Activity Visa (D/AC)
A long-stay visa for foreign investors who are shareholders or managers in a Romanian company, requiring a detailed business plan and a minimum investment of €100,000 (SRL) or €150,000 (SA/SCA).
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Changelog
Data updates and changes on this page
Verified minimum share capital (90,000 RON) and ONRC registration fees for 2026.
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