Limited Liability Company (SRL) in Romania
SRL · Formation from $30
Last verified: June 13, 2026
Corporate Tax
16.0%
State Tax
0.0%
Formation Cost
$30
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
- IT contractors, software developers, and consultants looking for a low-tax EU base.
- E-commerce businesses needing access to EU payment gateways and markets.
- Service-based businesses with high profit margins that can benefit from the 1% turnover tax.
- Founders seeking a cost-effective European jurisdiction with a skilled local talent pool.
Who Should Avoid This?
Scenarios where another structure may be better
- Solopreneurs who do not want the administrative burden and cost of hiring an employee.
- High-volume, low-margin trading businesses (the 1% tax is on turnover, which can be expensive for low-margin models).
- Founders looking for absolute anonymity (Romania has a public beneficial ownership register).
Advantages
- +Highly attractive 1% micro-enterprise tax regime on turnover up to €100,000 (requires at least 1 employee).
- +Full access to the EU single market and European banking infrastructure.
- +Low minimum share capital requirement of RON 500 (approx. €100) for new companies.
- +Remote company formation is possible without visiting Romania.
- +Highly skilled, multilingual, and cost-effective workforce, especially in IT and engineering.
- +Favorable environment for IT, e-commerce, and consulting businesses.
Disadvantages
- -Mandatory requirement to have at least one full-time employee to qualify for the 1% micro-enterprise tax rate.
- -Dividend tax increased to 16% starting in 2026.
- -Bureaucratic and strict KYC/AML procedures for opening a local corporate bank account.
- -If turnover exceeds RON 400,000 (approx. €80,000), share capital must be increased to RON 5,000.
- -High social security contributions (35%) borne by the employee, increasing the total cost of employment.
Formation Steps
Choose a unique company name and reserve it with the National Trade Register Office (ONRC).
Define the company's main and secondary activities using CAEN codes.
Draft and notarize the Articles of Association (Act Constitutiv) and prepare founder affidavits.
Secure a registered office address (sediu social) in Romania (can use a virtual office for the first year).
Deposit the minimum share capital of RON 500 into a temporary capital account.
Submit the incorporation file to the ONRC (can be done online with an electronic signature or via proxy).
Obtain the Certificate of Registration (CUI) and register for tax and VAT (if applicable).
Open a permanent corporate bank account and activate internet banking.
Hire at least one employee to activate the 1% micro-enterprise tax regime.
Cost Breakdown
Detailed breakdown of formation and ongoing costs
| Item | Type | Amount |
|---|---|---|
| State filing fee (ONRC) | One-time | $100 |
| Notary and translation fees | One-time | $150 |
| Registered office address | Annual | $350 |
| Professional formation service | One-time | $800 |
| Accounting and payroll services | Annual | $1,800 |
| Minimum share capital deposit | One-time | $110 |
| First year total | $3,310 | |
| Annual ongoing | $2,150 | |
Real-World Examples
Typical use cases for this entity type
- Tech Consultant: A UK-based software developer sets up a Romanian SRL, hires themselves or a local assistant as an employee, and bills €90,000 annually. They pay just €900 in corporate tax (1%) plus salary taxes, keeping the majority of their income.
- E-commerce Brand: A dropshipping company uses a Romanian SRL to access Stripe and EU markets. They opt for the standard 16% corporate tax on profit because their profit margins are low (10%), making the 1% turnover tax more expensive.
- Marketing Agency: A digital marketing agency incorporates in Bucharest, hires three local specialists, and benefits from the 1% micro-enterprise tax while serving clients across the EU and US.
Common Mistakes
Pitfalls to avoid during setup and operations
- Failing to hire an employee within 30 days of incorporation, permanently losing the chance to apply for the 1% micro-enterprise tax for that fiscal year.
- Choosing the wrong CAEN (activity) codes, which can restrict business operations or trigger different tax treatments.
- Underestimating the difficulty of opening a local bank account as a non-resident without professional assistance.
- Ignoring the new 2026 rule requiring a share capital increase to RON 5,000 once turnover exceeds RON 400,000.
- Assuming the 1% tax applies to profit rather than gross revenue (turnover).
Other entity types
Other formation options in Romania
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
Partnership Limited by Shares (SCA)
- Tax
- 16.0%
- Formation
- $100
Compare with Other Countries
| Country / Type | Tax | Formation | Annual |
|---|---|---|---|
| 🇷🇴 Limited Liability Company (SRL)(SRL) | 16.0% | $30 | $0 |
FAQ
Can I form a Romanian SRL remotely?
Yes, the company can be registered remotely using a power of attorney or electronic signature, but opening a local bank account may require a physical visit due to strict KYC rules.
What is the micro-enterprise tax regime in 2026?
It is a highly favorable tax regime where companies with revenues up to €100,000 and at least one employee pay a flat 1% tax on turnover instead of the standard 16% on profit.
Do I need to hire an employee for my Romanian SRL?
You are not legally required to hire an employee to form the SRL, but you MUST hire at least one full-time employee to qualify for the 1% micro-enterprise tax rate. Otherwise, you pay the standard 16% corporate tax.
What is the minimum share capital for an SRL?
The minimum share capital for a new SRL is RON 500 (approx. €100). However, if your turnover exceeds RON 400,000, you must increase it to RON 5,000.
How much is the dividend tax in Romania?
As of 2026, the dividend tax rate is 16% for both residents and non-residents (subject to reductions under applicable double taxation treaties).
How long does it take to register an SRL?
The actual registration with the Trade Register takes 3-5 business days, but preparing documents and opening the capital account usually extends the process to 2-3 weeks.
Do I need a Romanian resident director?
No, there is no requirement for a resident director. Foreigners can be 100% shareholders and directors of a Romanian SRL.
Is VAT registration mandatory?
VAT registration is mandatory only if your annual turnover exceeds the threshold of €88,500 (approx. RON 395,000), but you can register voluntarily before reaching it.
Detailed Tax Rates
Corporate Income Tax
| From | To | Rate |
|---|---|---|
| $0 | $100,000 | 1.0% |
| $100,000 | $999,999,999 | 16.0% |
Romania applies a standard corporate income tax rate of 16%. A preferential micro-enterprise regime of 1% on turnover is available for companies with revenues up to €100,000 that employ at least one person.
Personal Income Tax (Top rate: 10.0%)
| From | To | Rate |
|---|---|---|
| $0 | $999,999,999 | 10.0% |
Romania has a flat personal income tax rate of 10% on employment income. However, mandatory social security contributions (pension and health) add a significant 35% deduction from the gross salary.
Capital Gains Tax
16.0%
Capital gains are generally taxed at 16% starting in 2026. A reduced rate of 3% or 6% may apply to gains from securities traded through Romanian brokers, depending on the holding period.
VAT / GST
21.0%
Registration Threshold: RON395,000
Non-resident providers of digital services to Romanian consumers must register for VAT under the EU OSS scheme or locally, with no registration threshold.
Withholding Tax
Withholding tax rates on dividends, interest, and royalties paid to non-residents are 16%, but may be reduced to 0% under EU Directives or reduced under applicable double tax treaties.
Payroll & Social Security
Employees bear the majority of social security contributions in Romania, totaling 35% of gross salary (25% pension, 10% health). Employers pay a 2.25% work insurance contribution.
Other Taxes
Minimum Turnover Tax (IMCA)
A minimum turnover tax of 0.5% applies to large companies with a turnover exceeding €50 million if their calculated corporate tax is lower than the minimum tax.
Local Property Tax
Local municipalities levy property taxes on buildings and land. For corporate-owned buildings, the rate is generally 0.5% to 1.3% of the taxable value.
Incentives & Support
Micro-Enterprise Tax Regime
A highly favorable flat tax rate on turnover instead of profit.
1% flat tax on gross revenue (turnover).
Eligibility: Annual turnover up to EUR 100,000 and at least one full-time employee.
IT Salary Tax Exemption
Income tax exemption for software developers and IT specialists.
0% personal income tax (standard is 10%) on qualifying salary.
Eligibility: Employees with relevant IT degrees or working for companies with specific software development NACE codes.
R&D Tax Credit
Tax incentives for research and development activities.
Optional 10% tax credit or an additional 50% deduction of eligible R&D expenses.
Eligibility: Companies incurring eligible R&D expenses.
Formation Requirements
Minimum Capital
USD 110
RON 500 (approx. $110) for newly incorporated SRLs. Existing companies exceeding RON 400,000 turnover must increase capital to RON 5,000.
Local Director
Not Required
Foreigners can be 100% shareholders and directors. No local residency is required.
Registered Office
Required
Virtual office allowed. $150-350/year
Notarization Required
Yes
Power of Attorney (Remote)
Required
Required if forming the company remotely without visiting Romania. Must be notarized and apostilled in your home country.
Timeline
Standard: 3-5 business days days
Expedited: 1-2 days days ($150)
Required Documents
- 1Passport copy
- 2Articles of Association (Act Constitutiv)
- 3Founder AffidavitsApostille needed
- 4Specimen SignatureApostille needed
- 5Power of AttorneyApostille needed
- 6Proof of registered office (e.g., lease agreement)
Compliance & Reporting
Annual Filings
Annual Financial Statements
Penalty: Fines of RON 2,000-5,000 and risk of being declared fiscally inactive, leading to dissolution.
Corporate Tax Return (Form 101)
Penalty: Late payment interest and penalties.
Audit Requirement
Not Required
Required only if exceeding 2 of 3 thresholds: Total assets EUR 3.95M, Net turnover EUR 7.9M, Average employees 50.
Accounting Standard
Romanian GAAP (OMF 1802/2014) or IFRS
Tax Return Deadline
June 25 of the following year for corporate tax, or 25th of the following month for micro-enterprise tax.
VAT Filing Frequency
Monthly (if turnover > EUR 100,000 or intra-EU acquisitions) or Quarterly
Data Protection
Subject to EU GDPR. Companies must appoint a DPO if processing sensitive data on a large scale.
Banking & Payments
Revolut Business
Remote-friendlyHighly popular among foreign founders of Romanian SRLs. Offers fully remote account opening, multi-currency accounts, and seamless EU integration.
Wise
Remote-friendlyExcellent for international transfers and holding multiple currencies. Account can be opened remotely, though local RON details are provided via partner banks.
Banca Transilvania (BT)
The largest traditional bank in Romania. Excellent local network and services, but requires a physical visit or a notarized power of attorney for non-residents.
ING Bank Romania
Known for its superior digital banking platform (ING Business). Strict KYC procedures mean foreign directors usually need to visit a branch in person.
Payment Gateways
Stripe, PayPal, Netopia Payments, 2Checkout, PayU
Currency
RON
Multi-Currency: Supported
Account Opening
Opening a traditional corporate bank account in Romania as a non-resident founder is highly challenging due to strict KYC and AML regulations. Most local banks require a physical visit, proof of local substance, or a notarized power of attorney. Consequently, many foreign founders rely on digital platforms like Revolut Business or Wise for their initial operations.
Practical Information
Timezone
UTC+2 (EET) / UTC+3 (EEST)
Business Language
Romanian (official), English (widely spoken in business and IT)
Legal System
Civil law
Ease of Doing Business
#55
IP Protection
Strong IP protection framework fully aligned with EU directives and international treaties (WIPO, EPO). Trademarks and patents are registered through the State Office for Inventions and Trademarks (OSIM).
Double Tax Treaties
90 countries
Notable treaties: United States, United Kingdom, Germany, France, Turkey, United Arab Emirates, China
Visa & Residency Options
Digital Nomad Visa
Allows remote workers and freelancers to live in Romania for up to 12 months, provided they can prove a stable monthly income of at least three times the national gross average salary.
Commercial Activities Visa (D/AC)
Designed for foreign investors who are shareholders or administrators of a Romanian company. It requires a business plan approved by the Ministry of Economy and a minimum investment of €100,000 or the creation of at least 10 local jobs.
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Changelog
Data updates and changes on this page
Updated tax rates, minimum share capital rules, and dividend tax increases for 2026.
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