Limited Liability Company (SRL) in Romania — SaaS Startup Formation Guide
For SaaS startups, prioritize jurisdictions with strong intellectual property (IP) protection, access to global payment gateways like Stripe or PayPal, and favorable tax treaties to avoid double taxation on software subscriptions.
Last verified: June 13, 2026
Corporate Tax
16.0%
State Tax
0.0%
Formation Cost
$30
Annual Fee
$0
Forming a Limited Liability Company (SRL) in Romania as a SaaS Startup means a total tax burden of 16.0% and an official formation cost of $30. The minimum capital requirement is 110 USD. Standard formation takes 3-5 business days, or 1-2 days expedited. No local director is required; the process can be managed remotely. This guide covers the steps, tax breakdown, banking options, and compliance requirements — all from verified data.
First-year total cost
≈ $3,310
Ongoing (per year)
≈ $2,150
Why Limited Liability Company (SRL) for SaaS Startup?
A Software as a Service (SaaS) startup delivers applications over the internet on a subscription basis. Because SaaS companies operate globally from day one, choosing the right jurisdiction is critical for accepting international payments, protecting intellectual property, and attracting venture capital.
Ideal for
- Tech entrepreneurs
- Software developers
- Venture-backed founders
- Global digital businesses
Challenges to watch
- Navigating international VAT/Sales Tax on digital services
- Protecting intellectual property across borders
- Opening reliable merchant accounts for recurring billing
- Complying with global data privacy laws (e.g., GDPR, CCPA)
Key decision criteria
- Access to global payment processors (Stripe, Braintree)
- Venture capital familiarity (e.g., Delaware C-Corp)
- Corporate tax rates and R&D tax incentives
- Ease of issuing employee stock options (ESOP)
Limited Liability Company (SRL) formation requirements
Minimum capital
110 USD
Standard timeline
3-5 business days
Expedited timeline
1-2 days
Local director
Not required
Registered office
Virtual office allowed
Notarization
Required
Foreigners can be 100% shareholders and directors. No local residency is required.
Estimated breakdown (based on avg. $150,000 revenue)
Simulate with your own revenue →
VAT / Sales Tax
Standard rate 21%. Registration threshold: 395,000 RON. Non-resident providers of digital services to Romanian consumers must register for VAT under the EU OSS scheme or locally, with no registration threshold.
Banking & payments for SaaS Startup
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.
Supported payment gateways
Remote-friendly accounts
Revolut Business
Highly popular among foreign founders of Romanian SRLs. Offers fully remote account opening, multi-currency accounts, and seamless EU integration.
Wise
Excellent for international transfers and holding multiple currencies. Account can be opened remotely, though local RON details are provided via partner banks.
Romania incentives & advantages
Micro-Enterprise Tax Regime
1% flat tax on gross revenue (turnover).
IT Salary Tax Exemption
0% personal income tax (standard is 10%) on qualifying salary.
R&D Tax Credit
Optional 10% tax credit or an additional 50% deduction of eligible R&D expenses.
Limited Liability Company (SRL) 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.
SaaS Startup FAQ
Where is the best place to incorporate a SaaS startup?
Delaware (USA) is the gold standard if you plan to raise venture capital. For bootstrapped founders, Estonia (OÜ) or the UK (LTD) offer great digital infrastructure and tax efficiency.
Do I need to charge VAT/Sales Tax to global customers?
Yes, most jurisdictions require you to collect VAT or Sales Tax based on the customer's location, even if your company is based elsewhere. Using a Merchant of Record (MoR) can simplify this.
How do I accept recurring payments?
You need a business bank account and a payment gateway like Stripe, or a Merchant of Record like Paddle or Lemon Squeezy. These services require your company to be incorporated in a supported country.
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