The idea is clear, the business plan is sketched out, perhaps you even have your first clients in sight. Only one obstacle seems daunting: the paperwork in a foreign country. The good news is that setting up a Romanian SRL (limited liability company, similar to a UK Ltd or a German GmbH) is not an impenetrable maze but a procedure with well-defined steps. It all comes down to knowing exactly which documents you need to register a company in Romania, and in what order.
The Romanian Trade Register (ONRC) reviews a standard file. If that file is complete and correctly assembled, registration is fast, often within a few working days. If a signature, a CAEN code or a proof is missing, the file comes back with objections and you lose valuable time. This guide explains, point by point, which documents you need for an SRL and what follows after registration.
For international investors, it is also relevant to understand how the new Romanian entity connects to the parent company and what role double taxation treaties play in profit distribution.
1. Reserving the company name at the Trade Register
The first official step is choosing and reserving the name. You cannot file the articles of association without an approved name. The reservation is done online through the ONRC portal, and the system automatically checks whether the desired name is available or too similar to an existing one.
We recommend preparing three name variants in order of preference. If the first is rejected, you move to the next without restarting the whole process. The name reservation proof is valid for a limited period, so it is best to proceed quickly with the rest of the file.
2. The articles of association — the heart of the file
The articles of association (actul constitutiv) define the company. It is effectively your firm’s “constitution” and must contain a number of mandatory elements:
- Details of the shareholders — individuals or legal entities holding the shares;
- The director(s) — who legally represents the company and with what powers;
- The scope of activity — one main activity and, optionally, secondary ones, expressed through CAEN codes (the Romanian industry classification);
- The share capital — the amount and its distribution among shareholders;
- The registered office — the company’s official address;
- The duration of the company and how profit and loss are distributed.
Choosing the CAEN codes deserves special attention. The main code determines the core activity, and some codes require additional authorisations. It is simpler to declare all the secondary codes you expect to need from the start than to amend the articles of association later.
3. The registered office — proof of the right to use the space
Every company needs an officially declared address. For the registered office you must present a document proving the right to use the premises. This can be:
- a title deed, if the space belongs to you;
- a lease or a bailment agreement (free-of-charge use), if the space belongs to someone else.
Two aspects are frequently overlooked. First, if the office is in a residential building, the consent of the owners’ association and direct neighbours may be required, especially if actual business activity takes place there. Second, several companies may operate at the same address only under certain conditions. Check these requirements in good time to avoid rejection.
4. Documents of shareholders and directors
Valid identity documents are needed for each person involved. An important distinction applies here:
| Situation | Required documents (indicative) |
|---|---|
| Shareholder / director — Romanian individual | Valid ID; signature specimen; any affidavits required by law |
| Shareholder / director — foreign individual | Passport or ID; often a certified translation; declarations under Romanian law |
| Shareholder — legal entity (parent company) | Evidence of the parent company’s existence, resolution to participate, power of attorney for the representative |
For foreign shareholders (individuals or legal entities), additional documents, certified translations and, in some cases, the apostille for documents issued abroad may be required. This is exactly where a local partner who understands both the ONRC procedure and the language requirements makes the difference. We regularly assist investors from Germany, Austria, Italy and the Netherlands — see how we help.
5. Proof of paying up the share capital
The share capital is the amount with which the shareholders endow the company at formation. Romanian law allows a low minimum share capital for an SRL, but the actual amount can influence how business partners perceive the company. Proof of the paid-up capital is obtained at a bank, where you open an account and deposit the amount set in the articles of association; the bank issues a document confirming the deposit.
A note on figures: thresholds and rates (minimum capital, VAT thresholds, registration fees) may change from year to year. The figures in this article are indicative for 2026; always verify the values in force at the time of incorporation.
6. What follows after registration with the ONRC
Once approved, the ONRC issues the registration certificate (with the unique tax identifier, CUI) and the ascertaining certificate. From that moment the company legally exists. But the administrative process does not stop there:
- VAT registration (TVA) — mandatory when the legal threshold is exceeded, or optional on request; it requires a separate file with the tax authority ANAF;
- Choosing the tax regime — micro-enterprise or profit tax, depending on turnover and type of activity;
- Digital reporting obligations — e-Factura (e-invoicing), SAF-T and, where applicable, e-Transport, mandatory for a growing number of companies;
- Registration as an employer, if you will have staff, with all that payroll and contributions entail.
For foreign groups, aligning with the parent company and the relevant double taxation treaty is also key — for instance when distributing profits and avoiding being taxed twice. Discover our full range of accounting and tax advisory services.
Conclusion: a correct file, a clean start
Setting up an SRL is not complicated if you tackle the documents in the right order: reserve the name, draft the articles of association with shareholders, CAEN codes, capital and office, gather the personal documents, prove the office and the capital, then file. The difference between a fast and a delayed registration lies in the details — exactly where a professional saves you time and stress.
Conta Fiscal prepares the complete formation file, advises you on choosing CAEN codes and the tax regime, and then takes over your ongoing accounting. Get in touch and we will start your company on the right footing.
Frequently asked questions
How long does it take to set up an SRL in Romania?
With a complete and correct file, registration at the Trade Register usually takes a few working days. Delays almost always come from missing or incorrectly completed documents.
What minimum share capital do I need for an SRL?
Romanian law allows a low minimum share capital for an SRL. The exact amount and the way it is deposited can vary, so verify the threshold in force at the time of incorporation and set an amount that suits the company’s profile.
What additional documents does a foreign shareholder need?
Foreign shareholders may need certified translations of documents, the apostille for papers issued abroad, and declarations required under Romanian law. A local partner familiar with the ONRC procedure greatly simplifies the process.
Does the double taxation treaty matter when setting up the company?
Not so much at registration itself, but very much for the later structure: profits distributed to a foreign parent company are governed by the relevant double taxation treaty. Early advice is well worth it.
Do I have to register for VAT (TVA) from the start?
Not necessarily. VAT registration becomes mandatory once the legal threshold is exceeded, but it can also be optional on request. The choice depends on your activity and clients; we can advise on the most advantageous option.