Branch of a Foreign Company in Romania

A branch has no legal personality and is entered in the trade register before it starts activity (art. 43(1) Law 31/1990, text of January 2024). A subsidiary, by contrast, is a company with legal personality (art. 42). How far the parent answers for its branch is a question for a lawyer; this page gives no opinion on exposure.

Both pay profit tax at 16% (art. 17 Fiscal Code), but a branch's base is its permanent establishment's result, computed as for a separate, independent person (art. 36(3)). The micro-enterprise regime is open only to a Romanian legal person (art. 47), and the 395,000 lei VAT exemption is written for art. 266(2)(a) businesses. The total is tax advice.

Usually yes: a fixed establishment registers before the activities art. 316(2) Fiscal Code lists, and the 395,000 lei exemption is written for art. 266(2)(a) businesses (art. 310(1)). A parent seated in another EU state that meets the conditions of art. 310² may apply that exemption without registering (art. 316(2²)). Our reading, not tax advice; ANAF decides.

No. An EU or EEA parent files register data, decision and declarations; others add constitutive documents and a certificate of existence. Foreign official documents are apostilled, superlegalised or, where a treaty or EU rule allows, filed alone, with a legalised translation (art. 76 Law 265/2022). An EU-notarised power of attorney keeps the apostille unless a bilateral treaty removes it.

The application is signed by the person directly in charge of the branch, personally, through an attorney holding an authentic power of attorney, or through a lawyer under a lawyer's mandate (art. 79(2) Law 265/2022, 2022 text). The form a non-resident's power of attorney takes is confirmed at intake, and we promise no route that needs no signature at all.

The parent's representative directly in charge of the branch's activities signs, personally, through an attorney with a special or general authentic power of attorney, or through a lawyer under a lawyer's mandate (împuternicire avocațială). Unlike an SRL incorporation, there is no route for any shareholder to sign. Registration must come before the branch starts activity.

The registrar decides within one working day of registration of the application (art. 105(1) Law 265/2022, 2022 text), and may grant a term where data must come through the EU registers system (art. 105(4)): the statute's terms, not our promise. An incomplete file gets at most 15 calendar days to fix (art. 106(1)). We state no total time.

Pricing is on request. Our fee depends on the parent's seat, how many foreign documents need an apostille and a translation, and whether we supply the branch seat. This page states no state fee for registering a branch. For the cost side of setting up in Romania, see our registration cost service.

A branch keeps its own Romanian accounts (art. 1(3) Law 82/1991), under contract with CECCAR members where outsourced (art. 10(3)). An EEA company's branch applies the annual accounting report; a non-EEA company's branch files annual financial statements with ANAF by 31 May (OMF 2.036/2025). A non-EU/EEA parent files its own statements at the branch's register office (art. 74(4) Law 265/2022).

The name is the parent's name, the town of the parent's registered office, the word sucursală and the town where the branch has its seat (art. 70(1) Law 265/2022). It may not be called filială (art. 43(4) Law 31/1990, text of January 2024), and its letters and invoices also show its trade register office and registration number (art. 74(4)).

A foreign manager declares in place of the fiscal-record check (art. 73(2)(e) Law 265/2022). They may apply for the D/AS visa if not a shareholder or administrator of a Romanian legal person, no other foreigner at that branch holds a right of stay on this basis, and they have the means the MAE e-Visa page sets. No visa is promised.

No. A foreign company opening several branches files the parent's documents only once, at one of the branches (art. 85(2) Law 265/2022, 2022 text). Which items count as parent documents for a given branch is checked at intake. Each branch is still registered in the trade register before it starts activity, under a name that carries its own town.

Closure is entered in the trade register with striking off (art. 100(2)(e) Law 265/2022). If an EU parent is struck off, so is the branch, ex officio (art. 101(3)), unless that followed a change of legal form, merger, division or cross-border conversion (art. 101(4)). ANAF form 013 serves non-residents with permanent establishments; the tax route for a branch is confirmed at intake.

A subsidiary is a company with legal personality (art. 42 Law 31/1990, text of January 2024); a branch has none (art. 43(1)), and no secondary seat may be set up under the name filială (art. 43(4)). The tax differences are in the rules table. Which one suits a parent is tax advice, not given here; the subsidiary has its own page.

No. A representative office may not carry on production, trade or services. Its representative office tax is 18,000 lei for a fiscal year, pro rata in the year it opens or closes (art. 236(1), (2) Fiscal Code), declared and paid by the end of February (art. 237(1)). It needs the authorisation provided by law; we do not set one up.