Limited Partnership (SCS) in Romania
SCS · Formation from $35
Last verified: June 13, 2026
Corporate Tax
16.0%
State Tax
0.0%
Formation Cost
$35
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
- Investment vehicles where passive investors fund the business managed by active founders.
- Family businesses where the senior generation retains management control while transferring economic benefits to the younger generation.
- Joint ventures requiring a strict legal separation between capital providers and operational managers.
- Professional partnerships where certain members take on full liability and operational duties.
Who Should Avoid This?
Scenarios where another structure may be better
- Solo entrepreneurs, as an SCS requires at least two partners to be legally formed.
- Founders seeking personal asset protection for all owners (an SRL is much better for this).
- Tech startups planning to raise venture capital, as investors strongly prefer standard limited liability companies (SRL) or joint-stock companies (SA).
Advantages
- +No statutory minimum share capital required to incorporate.
- +Clear separation of roles: general partners manage the business, while limited partners act as passive investors.
- +Limited partners enjoy protection from business debts beyond their initial capital contribution.
- +Eligible for Romania's highly attractive 1% microenterprise tax regime (if revenue is under €100,000 and has at least one employee).
- +Flexible profit distribution arrangements can be established in the partnership agreement.
Disadvantages
- -General partners face unlimited, joint, and several personal liability for the partnership's debts.
- -Less recognized and trusted internationally compared to the standard Romanian SRL (Limited Liability Company).
- -Limited partners cannot participate in the daily management of the company without risking the loss of their limited liability status.
- -Requires at least two partners to form (one general, one limited), making it unsuitable for solo founders.
Formation Steps
Choose and reserve a unique company name with the National Trade Register Office (ONRC).
Draft and notarize the Articles of Association detailing the roles and contributions of general and limited partners.
Deposit the agreed-upon initial capital contributions into a temporary corporate bank account.
Prepare affidavits and specimen signatures for the general partners who will act as managers.
Secure a registered office address in Romania, requiring a valid lease agreement and landlord consent.
Submit the complete incorporation file to the ONRC for registration and obtain the Certificate of Incorporation (CUI).
Register for taxation (Corporate Tax or Microenterprise Tax) and VAT (if applicable) with the Romanian tax authority (ANAF).
Open a permanent corporate bank account and activate online banking for business operations.
Cost Breakdown
Detailed breakdown of formation and ongoing costs
| Item | Type | Amount |
|---|---|---|
| State filing fee (ONRC) | One-time | $35 |
| Legal and agency formation fees | One-time | $500 |
| Registered office address (1 year) | Annual | $300 |
| Accounting services (estimated) | Annual | $1,200 |
| Bank account opening assistance | One-time | $50 |
| First year total | $2,085 | |
| Annual ongoing | $1,500 | |
Real-World Examples
Typical use cases for this entity type
- A real estate development project where a local Romanian developer acts as the general partner (managing the build) and foreign investors act as limited partners (providing funds).
- A family-owned agricultural business where the parents manage the farm (general partners) and the children hold passive equity (limited partners).
- A specialized consulting firm where the senior consultant takes on full liability and management, while junior partners contribute capital for a share of the profits.
Common Mistakes
Pitfalls to avoid during setup and operations
- Limited partners getting involved in daily management, inadvertently exposing themselves to unlimited liability.
- Choosing an SCS when an SRL would have provided the same tax benefits but with limited liability for everyone.
- Failing to clearly define profit-sharing ratios and management boundaries in the Articles of Association.
- Not maintaining the required minimum of one full-time employee to qualify for the 1% microenterprise tax rate.
- Overlooking the requirement to notarize and apostille certain documents when foreign partners are involved.
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
Partnership Limited by Shares (SCA)
- Tax
- 16.0%
- Formation
- $100
Compare with Other Countries
| Country / Type | Tax | Formation | Annual |
|---|---|---|---|
| 🇷🇴 Limited Partnership (SCS)(SCS) | 16.0% | $35 | $0 |
FAQ
What is the minimum share capital for an SCS in Romania?
There is no statutory minimum share capital required by law for an SCS, though partners must agree on their respective contributions in the partnership agreement.
Can a foreigner be a partner in a Romanian SCS?
Yes, both foreign individuals and foreign corporate entities can act as general or limited partners in a Romanian SCS.
What is the difference between a general and a limited partner?
The general partner (comanditat) manages the business and has unlimited personal liability for company debts. The limited partner (comanditar) provides capital, does not participate in management, and has liability limited to their contribution.
How is an SCS taxed in Romania?
It is subject to the standard 16% corporate income tax, or a 1% microenterprise tax on turnover if it has at least one full-time employee and annual revenue under €100,000.
Can a limited partner manage the SCS?
No. If a limited partner participates in the daily management or administration of the company, they lose their limited liability protection and become fully liable for the partnership's debts.
How long does it take to register an SCS?
Once all documents are prepared, notarized, and submitted to the ONRC, the official registration process typically takes 3 to 5 business days.
Do I need to visit Romania to form an SCS?
No, the formation can be completed remotely by granting a Power of Attorney (POA) to a local Romanian lawyer or incorporation agent.
Is an SCS better than an SRL?
For most businesses, an SRL (Limited Liability Company) is preferred because all shareholders enjoy limited liability. An SCS is a niche structure best suited for specific investment scenarios where one party wants strict management control while the other only provides capital.
Detailed Tax Rates
Corporate Income Tax
| From | To | Rate |
|---|
The standard corporate income tax rate is a flat 16%. A microenterprise regime allows eligible companies with annual revenues up to €100,000 and at least one employee to pay a 1% tax on turnover instead of the standard profit tax. Large companies (turnover > €50M) are subject to a 0.5% minimum turnover tax.
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 self-employment income. However, dividend income and capital gains are taxed at 16% as of 2026.
Capital Gains Tax
16.0%
As of 2026, the standard capital gains tax rate is 16% for direct sales of shares and cryptocurrency. A reduced rate of 3% (held > 1 year) or 6% (held < 1 year) applies to securities traded through Romanian brokers.
VAT / GST
21.0%
Registration Threshold: RON300,000
Non-resident providers of digital services to Romanian consumers must charge 21% VAT, typically handled via the EU OSS (One-Stop Shop) system.
Withholding Tax
Withholding tax rates on dividends, interest, and royalties are 16% as of 2026. These rates may be reduced or eliminated under the EU Parent-Subsidiary Directive or applicable double tax treaties.
Payroll & Social Security
The social security burden falls primarily on the employee, who pays 25% for pension (CAS) and 10% for health insurance (CASS). The employer pays a 2.25% labor insurance contribution (CAM).
Other Taxes
Microenterprise Tax
A 1% tax on turnover for companies with annual revenues up to €100,000 and at least one full-time employee, replacing the standard 16% corporate tax.
Property Tax
Local taxes apply to buildings and land. As of 2026, a special 0.9% tax applies to high-value residential properties exceeding RON 2.5 million.
Banking & Payments
Banca Transilvania
Romania's largest bank, offering comprehensive corporate banking services, though non-residents typically need to visit a branch.
ING Bank Romania
Highly digitalized traditional bank popular among tech-savvy businesses, but strict on non-resident UBOs.
Revolut Business
Remote-friendlyA leading fintech choice in Romania offering multi-currency accounts and seamless remote onboarding for local entities.
Salt Bank
Remote-friendlyA newly launched Romanian neobank backed by Banca Transilvania, designed for digital-first banking experiences.
Payment Gateways
Stripe, PayPal, Netopia Payments, PayU Romania, EuPlatesc
Currency
RON
Multi-Currency: Supported
Account Opening
Opening a business bank account in Romania has become more stringent due to strict KYC and AML regulations. While local directors can open accounts relatively quickly, non-resident founders often face enhanced scrutiny, requiring detailed business plans, proof of funds, and sometimes an in-person visit or a local representative.
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
Intellectual property is protected through the State Office for Inventions and Trademarks (OSIM) and aligns with EU directives. Romania is a member of WIPO and the EUIPO, offering robust protection for trademarks, patents, and copyrights.
Double Tax Treaties
90 countries
Notable treaties: United Kingdom, United States, Germany, France, Italy, Andorra
Visa & Residency Options
Commercial Activities Visa (D/AC)
A long-stay visa for foreign nationals acting as shareholders or administrators in a Romanian company, requiring a solid business plan and proof of investment to obtain a residence permit.
Digital Nomad Visa (D/AS)
Allows remote workers employed by non-Romanian companies to live in Romania. Applicants must prove a monthly income of at least three times the Romanian average gross salary.
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Changelog
Data updates and changes on this page
Updated tax rates, formation costs, and compliance requirements for Romanian SCS for 2026.
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