Service
Romanian Subsidiary of a Foreign Company
The company route for a foreign parent, with a legal personality of its own: Romanian Subsidiary of a Foreign Company.
Types of Companies in Romania, Compared Under Law 31/1990
The company forms of Romanian law side by side, with 2026 figures and the article each rule comes from.
Short answer
Romanian law recognises five types of company with legal personality: the SNC, SCS, SA, SCA and SRL (art. 2 Law 31/1990, text of January 2024). A branch and a representative office have no legal personality, a subsidiary is a company owned by a parent, and a PFA is an individual, not a company.
This guide compares what the law provides and does not tell you which form to use. If you are ready to register, go to the company registration page. Lists and rankings of named businesses are not covered here.
What kinds of company types are there in Romania, and how many?
Art. 2 Law 31/1990 (text of January 2024) lists five companies with legal personality, unless another law provides otherwise. The other things people count are not on that list, so one number would be wrong.
The five companies with legal personality
The SNC (societate în nume colectiv, general partnership), SCS (în comandită simplă, limited partnership), SA (pe acțiuni, joint-stock company), SCA (în comandită pe acțiuni, partnership limited by shares) and SRL (cu răspundere limitată, limited liability company).
Establishments and the subsidiary
A branch (sucursală) has no legal personality and is registered in the trade register before it starts activity (art. 43(1)). A representative office (reprezentanță) has none either. A subsidiary (filială) is a company (art. 42). A foreign company may open any of them if its own law allows (art. 44).
The business of a natural person
The PFA (persoană fizică autorizată, authorised natural person) is an individual who works mainly with their own labour. It is not a company, and the section on the PFA below sets out what that means for liability.
Forms named elsewhere
Law 265/2022 (2022 text) sets trade-name rules for the debutant micro-enterprise (S.R.L.-D), the European company (SE) and the cooperative. They sit outside art. 2 and this guide; the S.R.L.-D is not presented as a current form.
Company types and what is not a company
Romanian company types
Five companies with legal personality (art. 2 Law 31/1990, text of January 2024)
Legal personality: the five companies
SNC
societate în nume colectiv, general partnership
SCS
societate în comandită simplă, limited partnership
SA
societate pe acțiuni, joint-stock company
SCA
societate în comandită pe acțiuni, partnership limited by shares
SRL
societate cu răspundere limitată, limited liability company
The subsidiary
Filială: a company, owned by a parent (art. 42)
No legal personality
Branch
Sucursală, registered in the trade register before it starts activity (art. 43(1))
Representative office
Reprezentanță
A natural person, not a company
PFA
persoană fizică autorizată, authorised natural person
Named in Law 265/2022 (2022 text) and not covered here: the SE, the cooperative and the debutant micro-enterprise.
How do the five company forms compare?
Each row is a rule of one of two dated acts: the Company Law, text of January 2024, and the Trade Register Law, 2022 text. Later amendments to Law 31/1990, other than Law 239/2025, are not reflected in these rows.
| Form | Members | Liability of members | Constitutive act | The trade name must show |
|---|---|---|---|---|
| SNC, societate în nume colectiv (general partnership) | At least 2, the general rule (art. 4) | All partners without limit and jointly; creditors claim the company first and a partner only after 15 days of formal notice (art. 3(2)) | Partnership contract only, in authentic (notarial) form (art. 5(1), 5(6)(b)) | The name of at least one partner and the form words (art. 53 Law 265/2022) |
| SCS, societate în comandită simplă (limited partnership) | At least 2: general partners (asociați comanditați) and limited partners (asociați comanditari) (art. 4) | General partners without limit and jointly; limited partners up to the subscribed capital (art. 3(2) and (3)) | Partnership contract only, in authentic form (art. 5(1), 5(6)(b)) | The name of at least one general partner and the form words (art. 54 Law 265/2022) |
| SA, societate pe acțiuni (joint-stock company) | At least 2 shareholders (art. 10(3)) | Up to the subscribed capital (art. 3(3)) | Contract and articles, which may be one act (art. 5(1)); private signature, but authentic form if an immovable is contributed to the capital (art. 5(6)(a)) and where the SA is formed by public subscription (art. 5(6)(c)) | A proper name and the form words or S.A. (art. 56 Law 265/2022) |
| SCA, societate în comandită pe acțiuni (partnership limited by shares) | At least 2, the general rule, general and limited partners; no numeric minimum beyond that found (art. 4) | General partners without limit and jointly; limited partners up to the subscribed capital (art. 3(2) and (3)) | Contract and articles; the act states the number of shares held by the limited partners (art. 5(1), 8(n)) | A proper name and the words societate în comandită pe acțiuni written in full (art. 56 Law 265/2022, 2022 text) |
| SRL, societate cu răspundere limitată (limited liability company) | 1 to 50; a sole member may be a natural or a legal person (art. 12, 15) | Up to the subscribed capital (art. 3(3)) | Contract and articles; for one member the articles only (art. 5(2)); private signature, but authentic form if an immovable is contributed to the capital (art. 5(1), 5(6)(a)) | A proper name and the form words or S.R.L. (art. 57 Law 265/2022) |
What is an LLC in Romania?
The SRL (societate cu răspundere limitată) is the Romanian limited liability company, the form English speakers call an LLC. It has 1 to 50 members, who answer up to the subscribed capital (art. 12 and art. 3(3) Law 31/1990). The SA is the joint-stock company, with at least 2 shareholders (art. 10(3)).
What is the minimum share capital of each form in 2026?
Law 239/2025, in force 18 December 2025, set the SRL figures (Art. VI(1) and (2)), and its rule is written for SRLs only. No text we read requires an existing SRL below the turnover threshold to reach 500 lei. EUR 25,000 is the Government's revision target for the SA and SCA (art. 10(1), text of January 2024); no Government revision appears in the sources checked.
| Form | Minimum share capital | Paid in, and when |
|---|---|---|
| SRL, newly formed | 500 lei (Law 239/2025, Art. VI(2)) | 30% within 3 months after registration and in any case before the company starts operations in its name (art. 91(2) Law 31/1990) |
| SRL, previous-year net turnover above 400,000 lei | 5,000 lei (Art. VI(1)) | Raised by amending the constitutive act (Art. VI(3), (6)); no separate pay-in rule found |
| SA | 90,000 lei (art. 10(1), text of January 2024); EUR 25,000 is the Government's revision target; no Government revision appears in the sources checked | At least 30% at formation where all founders subscribe at once (art. 9(2)) |
| SCA | 90,000 lei (art. 10(1)) | Follows the SA rules (art. 187); no separate paid-in figure found |
| SNC and SCS | No minimum amount found in the text of January 2024 | The whole subscribed capital at formation (art. 91(1)) |
Cash contributions are compulsory in every form, and work or services never count as capital (art. 16(1) and (4) Law 31/1990). The steps to set up a Romanian SRL have their own page.
Who is personally liable for a company's debts in each form?
Liability is the first thing that separates the five forms. The partnership forms carry a notice sequence, a power-of-attorney limit and a naming trap.
The partners of an SNC
All partners answer without limit and jointly. Creditors claim from the company first, and may turn to a partner only if it has not paid within 15 days of formal notice (art. 3(2) Law 31/1990, text of January 2024).
General partners of an SCS and an SCA
The same rule applies to the general partners (asociați comanditați) of an SCS and an SCA: unlimited and joint liability, after the same 15-day notice (art. 3(2)).
Limited partners, shareholders and SRL members
A limited partner (asociat comanditar), a shareholder and an SRL member answer only up to the subscribed capital (art. 3(3)). The two rules that follow can remove that limit for a limited partner.
The limited partner who acts
A limited partner may conclude operations for the company only under a special power of attorney for specific operations, recorded in the trade register. Otherwise they are liable without limit from that operation (art. 89(1)). Internal services and supervision stay allowed (art. 89(2)).
The name that creates liability
An outsider whose name appears, with their consent, in the name of an SNC or SCS becomes liable without limit and jointly. So does a limited partner named in the name of an SCS (art. 55 Law 265/2022, 2022 text).
Administrators
An administrator's duties and liability follow the rules on mandate and the special rules of the Company Law, and the company's creditors may bring an action against them only once insolvency proceedings have been opened (art. 72 and art. 73(2) Law 31/1990).
The liability ladder
Top rung
Who answers: Partners of an SNC; general partners (asociați comanditați) of an SCS and an SCAHow far the liability reaches: Without limit and jointly; creditors turn to them only after the company has not paid within 15 days of formal noticeMiddle rung
Who answers: Limited partners (asociați comanditari), shareholders and SRL membersHow far the liability reaches: Up to the subscribed capitalBottom rung
Who answers: A limited partner who acts for the company without a special power of attorneyHow far the liability reaches: Without limit, from that operation
Law 31/1990, text of January 2024.
How is each company form managed?
Who runs the company depends on the form. The cards give the Company Law, text of January 2024.
SRL
One or more administrators, who may or may not be members (art. 197(1) Law 31/1990).
SA
One or more administrators, always an odd number and at least 3 where the accounts must be audited (art. 137). The act may set up a management board and a supervisory board instead (art. 153(1)). A one-tier SA has 3 censors (cenzori) and an alternate, or a larger odd number if the act so provides (art. 159(1)). Where the accounts are not subject to a legal audit, the ordinary general meeting decides whether to contract an audit or appoint censors (art. 160(3)). For the steps, see setting up an SA in Romania.
SNC
Every administrator may represent the company unless the act says otherwise (art. 75). Partners holding an absolute majority of the capital may choose the administrators from among themselves, unless the constitutive act provides otherwise (art. 77(1)).
SCS
One or more general partners administer (art. 88). The SNC rules on representation, appointment and assignment also apply (art. 90).
SCA
General partners administer (art. 188(1)). The general meeting can remove an administrator by the extraordinary-meeting majority; the new administrator becomes a general partner, and the removed one stays liable without limit for the term served (art. 189). The SA rules apply except the two-tier system (art. 187).
What does every new Romanian company have to do?
- Sign the constitutive act: notarial for an SNC or SCS, wherever an immovable is contributed to the capital and for an SA formed by public subscription, private signature otherwise (art. 5(6) Law 31/1990, text of January 2024).
- File the application within 15 days of signing, by the founders, the first administrators or an attorney (art. 36(1) Law 31/1990).
- The registrar decides on the documents within one working day from registration of the application: the statute's term, not a promise (art. 105(1) Law 265/2022, 2022 text).
- Pay in the capital as the form requires: an SRL 30% within 3 months after registration and in any case before it starts operations in its name, an SA formed by simultaneous subscription at least 30% at formation (art. 91(2) and 9(2) Law 31/1990).
- Declare the beneficial owners at incorporation and on every change; stating them in the constitutive act meets the duty at incorporation (art. 56 Law 129/2019).
- Open a payment account in Romania or at the State Treasury within 60 working days of formation (Law 239/2025, Art. II, inserting art. 1(12) into Law 70/2015).
For what the state charges and what a registration package covers, see the cost of registering a company in Romania.
Want the filing for a form checked against your own file?
Tell us which form you are looking at and who the members are, and we explain what the filing needs. We do not recommend a form.
Can a foreign person or a foreign company own a Romanian company?
Natural and legal persons may found a company with legal personality, and a company seated in Romania is a Romanian legal person whoever owns it (art. 1 Law 31/1990, text of January 2024). An SRL may be formed by a sole member, who may be a natural or a legal person, with the articles only (art. 5(2) and art. 15).
An SA needs at least 2 shareholders (art. 10(3)), so a one-owner group needs a second shareholder for it. A legal-person member is identified by firm, seat, nationality, register number and the European unique identifier (EUID) (art. 81(b)). Beneficial owners are declared for every company (art. 56 Law 129/2019), whatever structure is used.
What is the difference between a branch, a subsidiary and a representative office?
A subsidiary is a company with legal personality; the other two are not. The table sets the three side by side.
| Item | Legal personality | Registration, name and limits | Tax position |
|---|---|---|---|
| Subsidiary, filială | Yes, a company (art. 42 Law 31/1990) | A foreign company may open one if its own law allows (art. 44); a legal-person member is identified by firm, seat, nationality, register number and EUID (art. 81(b)); no secondary seat may be called a subsidiary (art. 43(4)) | A Romanian legal person: profit tax of 16% (art. 13(1)(a), 17 Fiscal Code) |
| Branch, sucursală | No (art. 43(1)) | Registered in the trade register before activity starts (art. 43(1)); its papers show its register office and number (art. 74(4) Law 31/1990); its name is the parent's name, the town of the parent's seat, the word sucursală and the town of the branch (art. 70(1) Law 265/2022); a parent from outside the EU and the EEA adds its act and statute in authorised translation and a certificate of existence from its home register (art. 74(2) Law 265/2022) | A permanent establishment taxed at 16% on its Romanian profit (art. 8(2), 17 Fiscal Code); the micro regime is written for a Romanian legal person, which a branch is not (art. 47(1)); on our reading the 395,000 lei small-enterprise VAT exemption (art. 310(1)) leaves it outside too |
| Representative office, reprezentanță | No (norms to art. 235 pt. 24 Fiscal Code) | May not carry on production, trade or services; needs the authorisation provided by law (norms to art. 235 pt. 24 Fiscal Code) | Representative office tax of 18,000 lei for a fiscal year, 2026 (art. 236(1) Fiscal Code) |
For tax, a branch is a permanent establishment taxed at 16% on its Romanian profit, outside the micro regime and, on our reading, outside the 395,000 lei VAT exemption. To register a branch for a foreign parent, see our branch registration service.
Is a PFA a company, and can a foreigner register as one?
A PFA (persoană fizică autorizată) is a natural person authorised to carry on economic activity, working mainly with their own labour (art. 2(i) OUG 44/2008, 2008 text). They answer first with the assets set aside for the business, if any were constituted, and then with all their personal assets (art. 20(1)).
The ordinance lets any natural person who is a Romanian citizen or a citizen of another EU or EEA state carry on economic activity (art. 3(1)). The Ministry of Foreign Affairs states that the PFA rules apply in fact to foreigners as well (e-visa documents). Only the 2008 text is used, so no current rule on contributions or fees is given. Freelancing as a PFA or an SRL has its own guide on this site.
Does the company form change the taxes the company pays?
The Fiscal Code states these four lines without naming a company form; how an SNC or SCS partner's share of profit is taxed is outside this guide. Choosing a regime is tax advice (art. 3 OG 71/2001), so this guide states the rules and refers the choice to a registered tax consultant.
Profit tax, 16% in 2026
Romanian legal persons pay 16% of taxable profit, whatever the form (art. 13(1)(a) and 17 Fiscal Code, 2026).
The micro-enterprise regime
Optional, with a single 1% rate and revenue up to the lei equivalent of EUR 100,000. It is written for a Romanian legal person and names no company form (art. 47(1), 48(1) and 51(1) Fiscal Code).
Dividends to individuals, 16% final
On dividends distributed on or after 1 January 2026, the tax is 16% and final (art. 97(7) Fiscal Code).
VAT, standard rate 21%
The standard rate is 21% (art. 291(1) Fiscal Code). The VAT number and its registration are covered in other guides on this site.
What does EU law say about the Romanian company types?
EU law lists company types by annex, and four annexes name Romanian ones. The last, Annex IIB, is a future rule.
| Annex | Romanian types listed | What it means |
|---|---|---|
| Annex I, Directive (EU) 2017/1132 | The SA | A list of types for the articles named in the annex title, not a rule for any one form |
| Annex II, Directive (EU) 2017/1132 | The SA, the SRL and the SCA | A second list of types for the articles named in its title, not a rule for any one form |
| Annex IIA (Directive (EU) 2019/1151) | The SRL | The only Romanian type EU law requires to be formable fully online (art. 13g(1)); this says nothing about how long a filing takes |
| Annex IIB (Directive (EU) 2025/25) | The SNC and the SCS | Measures apply from 31 July 2028, so this is not a Romanian rule in October 2026 |
Can a company change from one form to another?
A change of form does not create a new legal person (art. 205 Law 31/1990, text of January 2024). For an SA, the extraordinary general meeting decides on a change of legal form (art. 113(1)(a)).
Which conversions are allowed, the majorities and the creditors' rights are outside this guide. The decision itself is prepared by a partner Romanian lawyer, because drafting legal acts is reserved to lawyers unless a law provides otherwise (art. 3(1)(c) and 3(2) Law 51/1995).
Official sources
- Law 31/1990, the Company Law, text of January 2024
- Law 265/2022, the Trade Register Law, 2022 text
- Law 239/2025, Art. VI: SRL capital
- Law 239/2025, Art. II and Art. VI(6)
- Fiscal Code: art. 8, 13, 17, 47, 48, 51, 97, 236, 291, 310 and norms to art. 235
- OUG 44/2008 on the PFA, 2008 text: art. 2, 3, 20
- Law 129/2019, art. 56: the beneficial-owner declaration
- Directive (EU) 2017/1132, Annexes I and II
- Directive (EU) 2019/1151: art. 13g(1) and Annex IIA
- Directive (EU) 2025/25: Annex IIB and the 31 July 2028 date
- Ministry of Foreign Affairs e-visa documents: the PFA and foreigners
Frequently asked questions about Romanian company types
Can I change my company type later without creating a new company?
The law provides for a change of form and says it does not create a new legal person (art. 205 Law 31/1990, text of January 2024). For an SA the extraordinary general meeting decides it (art. 113(1)(a)). The conversions allowed, the majorities and the creditors' rights are outside this guide, and a partner Romanian lawyer prepares the decision.
Is a PFA a company, and can a foreigner register as one?
No. A PFA is a natural person working mainly with their own labour, answering first with assets set aside for the business, if any, then with all personal assets (art. 2(i), 20(1) OUG 44/2008, 2008 text). Romanian and other EU or EEA citizens may register (art. 3(1)); the Ministry of Foreign Affairs says the rules apply in fact to foreigners too.
Does every company type need a notary to be formed?
Not always. The authentic (notarial) form of the constitutive act is compulsory when an SNC or an SCS is formed (art. 5(6)(b) Law 31/1990, text of January 2024). It is also compulsory when an immovable is contributed to the capital (art. 5(6)(a)) and for an SA formed by public subscription (art. 5(6)(c)); otherwise all members sign under private signature.
Can one foreign person own a Romanian company alone?
In an SRL, yes: it may be formed by one person, natural or legal, with the articles only (art. 5(2), 15 Law 31/1990, text of January 2024). The other forms need at least two members, an SA at least two shareholders (art. 4 and 10(3)). A company seated in Romania is a Romanian legal person whoever owns it (art. 1).
Can a foreign company be the only shareholder of a Romanian SRL or SA?
In an SRL the sole member may be a legal person (art. 15 Law 31/1990, text of January 2024). An SA needs at least two shareholders (art. 10(3)), so a group that wants an SA needs a second shareholder. A legal-person member is identified by firm, seat, nationality, register number and the European unique identifier (art. 81(b)).
Is the SRL-D a separate company type?
It is not among the five forms of art. 2 Law 31/1990. Art. 58 Law 265/2022 (2022 text) gives a micro-enterprise of a debutant entrepreneur a trade-name rule only. Whether that status exists in October 2026, and on what conditions, is not confirmed, so this guide does not present it as a current form.
Does the company type change the tax rate or the micro-enterprise option?
Not for the lines checked for 2026. Romanian legal persons pay profit tax of 16% whatever the form (art. 13(1)(a) and 17 Fiscal Code). The optional micro regime, a single 1% rate, is written for a Romanian legal person without naming a form (art. 47, 48, 51). Choosing a regime is tax advice.
Does the company type decide whether I can form it online?
In EU law, in one respect. It requires fully online formation only for the types in Annex IIA of Directive (EU) 2017/1132, which for Romania is the SRL (art. 13g(1)). Member States may decide not to provide it for other types. This says nothing about how long any filing takes.
Can a representative office invoice clients, and what does it pay?
A representative office may not carry on production, trade or services, so it is not a vehicle for invoicing clients, and it needs the authorisation provided by law. It pays representative office tax of 18,000 lei for a fiscal year (art. 236(1) Fiscal Code, 2026). Which authority grants the authorisation, and on what documents, is outside this guide.
Who is personally liable for the debts of each company type?
In an SNC all partners, and in an SCS and SCA the general partners, answer without limit and jointly once the company has not paid within 15 days of formal notice (art. 3(2) Law 31/1990). Limited partners, shareholders and SRL members answer up to the subscribed capital (art. 3(3)); a limited partner who acts loses that protection (art. 89(1)).
What is the minimum share capital of each company type in 2026?
A newly formed SRL needs 500 lei; an SRL whose previous-year net turnover exceeded 400,000 lei needs 5,000 lei (Law 239/2025, Art. VI). An SA or SCA needs 90,000 lei (art. 10(1) Law 31/1990, text of January 2024); EUR 25,000 is only the Government's revision target. An SNC or SCS pays in the whole subscribed capital; no minimum found.
What is an LLC in Romania, and how does the SRL differ from the SA?
An LLC is the English label for the SRL, the societate cu răspundere limitată: 1 to 50 members, liable up to the subscribed capital, with 500 lei for a new SRL (art. 12 Law 31/1990, Law 239/2025). The SA has at least 2 shareholders, 90,000 lei with at least 30% paid in at formation, and registered shares.
What is the difference between a branch, a subsidiary and a representative office?
A subsidiary is a company with legal personality (art. 42 Law 31/1990). A branch has none and is registered in the trade register before it starts activity (art. 43(1)). A representative office also has none and may not carry on production, trade or services. A foreign company may open any of them if its own law allows (art. 44).
What are the SNC, SCS and SCA, and does a foreign founder ever need one?
They are the partnership forms: the SNC (general partnership), the SCS (limited partnership) and the SCA (partnership limited by shares, 90,000 lei). Each has partners who answer without limit (art. 3(2), 10(1), 187 Law 31/1990). Which suits a founder is a question for a lawyer or tax consultant; RomaniaRegist forms none of the three.
How many types of company does Romanian law recognise, and what kinds of company types are there?
Five types of company with legal personality: SNC, SCS, SA, SCA and SRL (art. 2 Law 31/1990, text of January 2024). Beside them stand the subsidiary (a company), the branch and the representative office (no legal personality), the PFA (a natural person) and forms named in Law 265/2022, such as the SE and the cooperative.
Questions about a filing for one of these forms?
A question about a filing is a conversation, not a recommendation. We reply Monday to Friday, 09:00 to 18:00, Bucharest time.