Set Up a Holding Company in Romania
RomaniaRegist files your holding, an SRL or SA, at the Trade Register; the tax opinion comes from a CCF tax consultant.
- An ordinary SRL or SA, no separate holding form
- A company may be the founder
- Beneficial owners declared at the Trade Register
- Tax opinion: a CCF tax consultant
How we register a holding company
Romanian law has no separate holding form. A holding is an ordinary SRL (societate cu răspundere limitată, limited liability company) or SA (societate pe acțiuni, joint-stock company) registered at the Trade Register with a holding activity, and a company may found it (art. 1(1), 2 and 5(2) Law 31/1990, text of January 2024). We file it on the route we use to register a company in Romania.
The tax opinion on the structure comes from a CCF tax consultant, bespoke documents from a partner Romanian lawyer and the returns from the company's CECCAR accountant; no tax result is promised. Each subsidiary below the holding is a separate filing, handled through our subsidiary registration service.
What's included
The filing work for a holding, item by item, and the point where it stops.
Intake and KYC
We identify the founder companies and the natural persons who own them, as a trust and company service provider must.
Standard-form documents
We prepare the standard forms the founders sign. Bespoke clauses, a shareholder agreement or intra-group contracts are prepared by a partner Romanian lawyer.
The founder company's papers
Original corporate documents with an apostille (Hague states) or superlegalisation, unless a treaty or EU rule removes it, and a legalised Romanian translation; an EU founder company's data comes through the registers interconnection.
Beneficial-owner declaration
We prepare the declaration naming the natural persons at the top of the chain, filed at registration and on every change (art. 56(1) Law 129/2019).
Filing and certificate
We file at the Trade Register under your notarised power of attorney and collect the registration certificate.
Registered-office address
RomaniaRegist provides the holding's registered office (sediu social) itself, an AML-regulated service of a provider notified to ONPCSB (art. 2(l)(3) Law 129/2019).
Liaison with the specialists
We coordinate the partner lawyer, a CCF tax consultant and the company's CECCAR accountant.
Where the service stops
No tax opinion (art. 3(1) OG 71/2001), no returns, no fiscal-group request, no bespoke documents, and no promised tax result or VAT code.
How the registration works
Vehicle and tax position
Choosing micro or profit tax, a fiscal group or an exemption is a tax opinion. For SRL or SA we explain the statute and route the choice.
Who acts: client and a CCF tax consultant
Constitutive act and contracts
Drafting legal acts is lawyer work unless a law provides otherwise (art. 3(1)(c) and 3(2) Law 51/1995). A partner Romanian lawyer prepares bespoke clauses; we file the standard forms the founders sign.
Who acts: partner lawyer; RomaniaRegist files
Object of activity
The object of activity is stated by activity code. CAEN Rev. 3 (INS Order 377/2024) follows NACE Rev. 2.1 1:1 (note to HG 284/2025), where holdings are class 64.21. A partner confirms the code.
Who acts: client; partner confirms
Founder company documents
Founder documents: original, apostilled or superlegalised unless a treaty or EU rule removes it, with a legalised Romanian translation (art. 76 Law 265/2022, 2022 text); EU founders' data comes through interconnection (art. 72(4)).
Who acts: client gathers; translator; RomaniaRegist assembles
Beneficial owners
We prepare the beneficial-owner declaration naming the natural persons at the top of the chain; the client confirms and signs it.
Who acts: RomaniaRegist prepares; client confirms
Registered office
If the holding needs a Romanian address, RomaniaRegist provides the registered office as a notified provider.
Who acts: RomaniaRegist
Filing at the Trade Register
Signed by the legal representative, a shareholder, a lawyer or an authentic-power attorney (art. 79(1)). We use registration by power of attorney; an EU-notarised one needs the apostille unless a treaty removes it.
Who acts: RomaniaRegist, under power of attorney
Registrar's decision
The statute gives the registrar one working day from registration of the request (art. 105(1) Law 265/2022, 2022 text). That is a term for the registrar, not our promise.
After registration, the 10% and one-year count, residence certificates and dividend-tax declarations sit with the CECCAR accountant and the CCF consultant; a fiscal-group request is the group's own joint filing (art. 423(1)), prepared with them.
Who acts: ONRC registrar
How a Romanian holding is registered
RomaniaRegist
Client
Partner lawyer
CCF tax consultant
ONRC registrar
- Term 8registrar: one working day, statutory term, not a promise (art. 105(1) Law 265/2022, 2022 text)
After registration, the 10% and one-year count, residence certificates and dividend-tax declarations sit with the CECCAR accountant and the CCF consultant; a fiscal-group request is the group's own joint filing (art. 423(1)).
Planning a holding chain and unsure who handles which part?
Tell us the companies in the chain; we reply with the filing route and which specialist takes each part.
SRL or SA as the holding vehicle
The statute's conditions for each vehicle, not a choice of one. An existing company can also be the vehicle: you can buy a ready-made Romanian SRL.
| Rule | What the statute says | Applies to | Source |
|---|---|---|---|
| Capital, newly formed SRL | at least 500 lei, since 18 December 2025 | new SRL | Art. VI(2) Law 239/2025 |
| Capital above the turnover threshold | at least 5,000 lei where previous-year net turnover exceeded 400,000 lei; due by the end of the financial year after the rise is found (Art. VI(3)), and it does not fall back if turnover drops (VI(4)) | SRL | Art. VI(1), (3), (4) Law 239/2025 |
| Capital of an SA | at least 90,000 lei in the January 2024 text | SA | art. 10(1) Law 31/1990 |
| Members | one person may found an SRL, which has at most 50 members; an SA needs at least 2 shareholders | SRL, SA | art. 5(2), 12 and 10(3) Law 31/1990 |
| Parts | SRL parts may not be represented by negotiable securities | SRL | art. 11(2) Law 31/1990 |
| Bonds | an SRL may not issue bonds | SRL | art. 200 Law 31/1990 |
| Contracts with a sole member company | in writing, on pain of absolute nullity | single-member SRL | art. 15 Law 31/1990 |
| Single-member limits | art. 14, which limited single-member SRLs, was repealed on 5 July 2020; an SRL as sole member of another is a point for the partner lawyer | SRL | Law 31/1990, January 2024 text |
Documents you will need
What the statute names for a corporate founder; the registrar's full list is confirmed with the file.
- Each founder company's corporate documents, original with an apostille (or superlegalisation, unless a treaty or EU rule removes the requirement)
- A legalised Romanian translation of each foreign document
- Identity of the natural persons at the top of the chain
- A notarised power of attorney if we file, apostilled when notarised elsewhere in the EU, unless a bilateral treaty removes it
- The object of activity and the intended chain: who holds what, for how long
- A tax residence certificate from each non-resident dividend recipient who claims a treaty rate or the EU exemption, handed over at payment
Dividends and gains in a Romanian holding
A holding on profit tax pays it at 16% (art. 17 Fiscal Code, ANAF consolidation, 2026 text). Below, the dividends it receives and pays; the payer's side in general is our guide to withholding tax on Romanian dividends.
Dividend and gain flows of a Romanian holding
Romanian holding
A holding on profit tax pays it at 16% (art. 17 Fiscal Code, 2026 text)
Flows in
Dividends and gains received
Romanian subsidiary
Non-taxable; the text sets no holding percentage or period (art. 23(a))
EU subsidiary
Non-taxable: at least 10% for an uninterrupted year, and the parent pays profit tax without option (art. 24(1))
Treaty-state company outside the EU
Non-taxable: the payer pays profit tax; at least 10% for an uninterrupted year (art. 23(b))
Sale of a participation; liquidation proceeds
Non-taxable: Romanian or treaty-state company; at least 10% for an uninterrupted year (art. 23(i), (j))
Flows out
Dividends paid
To a Romanian company
16% of the gross dividend, unless the recipient has held at least 10% for a full year and both companies pay profit tax without option (art. 43(2), (4))
To individuals
A final 16% on dividends distributed from 1 January 2026 (art. 97(7))
To a non-resident
16% withholding; exempt for an EU parent that meets the form, residence and tax conditions and has held at least 10% for an uninterrupted year ending on the payment date, if the payer pays profit tax without option; residence certificate at payment (art. 224(4)(b), 229(1)(c))
Micro-enterprise marker: the exemptions on dividends paid out need a payer that pays profit tax without option or exemption, or a tax that substitutes it; whether the micro tax counts is for a CCF tax consultant (art. 53(1)(n), 43(4), 229(1)(c)).
| Flow | What the statute says | Condition | Source |
|---|---|---|---|
| Dividend from a Romanian company | non-taxable income for profit tax | the text sets no holding percentage or period | art. 23(a) |
| Dividend from an EU subsidiary | non-taxable; if the year is incomplete when booked, taxed, then recalculated once met | at least 10% for an uninterrupted year; parent pays profit tax without option; not if deductible at the subsidiary or without valid commercial reasons | art. 24(1), (2), (4), (6) |
| Dividend from a non-EU treaty-state company | non-taxable | the payer pays profit tax; at least 10% held for an uninterrupted year | art. 23(b) |
| Gain on selling or revaluing a participation | non-taxable | Romanian or treaty-state company; at least 10% for an uninterrupted year | art. 23(i) |
| Liquidation proceeds of a subsidiary | non-taxable | Romanian or treaty-state company; the same test | art. 23(j) |
| Expenses linked to non-taxable income | not deductible | applies to every row above | art. 25(4)(e) |
| Dividend paid to a Romanian company | 16% of the gross dividend | none where, at payment, the recipient has held at least 10% for a full year and both the recipient and the payer pay profit tax without option | art. 43(2), (4) |
| Dividend paid to individuals | a final 16% | dividends distributed from 1 January 2026 | art. 97(7) |
| Dividend paid to a non-resident | 16% withholding; a treaty rate caps it | exempt for an EU parent that meets the form, residence and tax conditions and has held at least 10% for an uninterrupted year ending on the payment date, if the payer pays profit tax without option; residence certificate at payment for a treaty rate or the EU exemption | art. 224(4)(b), 229(1)(c), 230 |
| Holding on the micro-enterprise tax | dividends from a Romanian company deducted from the micro base | the exemptions on dividends paid out need a payer that pays profit tax without option or exemption, or a tax that substitutes it; whether the micro tax counts is for a CCF tax consultant | art. 53(1)(n), 43(4), 229(1)(c) |
Group taxation and anti-avoidance rules
Rules that apply to the group as a whole. How they apply to a given chain is a tax opinion for a CCF tax consultant.
| Rule | What the statute says | Figures | Source |
|---|---|---|---|
| Fiscal group | optional profit-tax consolidation of Romanian companies; members may not be micro-enterprises | at least 75% direct or indirect, held for an uninterrupted year; 5 fiscal years; joint request at least 60 days before the period | art. 422, 423 |
| Controlled foreign companies | the control threshold is among the rule's conditions; no inclusion for an EU or EEA entity with substantive activity supported by staff, equipment, assets and premises | more than 50% of the voting rights, of the capital or of the profit rights, and a lower effective tax | art. 405(1)(a), (b), (4) |
| General anti-abuse rule | non-genuine arrangements with a main tax purpose are disregarded | no figure | art. 404(1) |
| Interest limitation | exceeding borrowing costs deductible up to a ceiling, then up to a share of the base | the lei equivalent of EUR 1,000,000 a year (a lower sub-cap for certain costs on dealings with affiliated persons); above it, up to 30% of the base; a standalone entity (not in a group consolidated for financial accounting, with no associated enterprise or permanent establishment) deducts in full | art. 402(1), (4), (5) |
| Tax residence | a Romanian company is resident by incorporation; a foreign one if its place of effective management (locul de exercitare a conducerii efective) is in Romania | no figure; for a foreign company claiming management in Romania, ANAF reads the decision fixing the place of effective management, proof of the premises from which management is exercised and the directors' contracts | art. 7 pt. 37, 81(2)(d) |
| Tax treaties | tax paid abroad is credited under a treaty | 90 partner countries, the newest applying from 1 January 2026 | art. 39(1); ANAF treaty list |
Problems we solve
Questions that come up on holding files, and how each is handled, without a promised tax result.
"My holding is on the 1% micro tax"
Inbound Romanian dividends reduce the micro base; outbound exemptions need a payer on profit tax or a substitute tax, and fiscal groups exclude micro-enterprises. Whether the micro tax counts is for a CCF consultant.
"Can the dividends be tax-free?"
Never promised. The 10% and one-year tests, profit-tax status, the residence certificate and the anti-abuse rules (art. 24(6), 229(2) and 404 Fiscal Code) all apply.
"A registered office should be enough"
A Romanian holding is resident by incorporation (art. 7 pt. 37); the CFC carve-out looks at a foreign subsidiary's staff, equipment, assets and premises. We provide the seat; a CCF tax consultant analyses substance.
"The rate I read may be out of date"
The 2026 text sets 16% on dividends paid to Romanian companies, individuals and non-residents (art. 43(2), 97(7) and 224(4)(b)). Each figure on this page carries its article.
"Which activity code?"
Holding companies moved from NACE class 64.20 to 64.21 in NACE Rev. 2.1, which CAEN Rev. 3 follows 1:1. The code is confirmed at filing.
Ready to line up the filing and the specialists for your holding?
Send us the chain and the founders' countries; we line up the filing, the address and the partners.
Why work with RomaniaRegist
We file; tax opinions are tax consultancy (art. 3(1) OG 71/2001). RomaniaRegist is an ONPCSB-notified trust and company service provider (art. 5(1)(g) Law 129/2019).
From our practice
Before a holding file goes to the Trade Register, the intake checks the founder companies, their beneficial owners, the apostilled documents and who takes each part of the chain.
VAT, customs and tax compliance lead
Frequently asked questions
Do you give us the tax opinion on our holding structure, or who does?
No. Choosing the regime, giving an opinion on the structure, answering ANAF during a procedure and preparing appeals are tax consultancy under art. 3(1) OG 71/2001, open only to persons in the active section of the CCF register (art. 8(6)). A CCF tax consultant gives the opinion; RomaniaRegist files the company and explains the statute.
Can I be promised tax-free dividends from my Romanian holding?
No. Every exemption has conditions: at least 10% held for an uninterrupted year, profit-tax status without option or exemption, a tax residence certificate for a non-resident payee who claims a treaty or the EU exemption, and the anti-abuse rules (art. 24(6), 229(2) and 404 Fiscal Code). Whether a chain meets them is a tax opinion; nothing is promised.
Can a holding SRL on the 1% micro tax receive and pay dividends without the 16% tax?
A micro-enterprise deducts dividends received from a Romanian company from its revenue base (art. 53(1)(n) Fiscal Code). The 16% exemptions need the recipient, and for dividends paid out the payer, to pay profit tax without option or a tax that substitutes it (art. 43(4), 229(1)(c)). Whether the micro tax counts is for a CCF tax consultant; fiscal groups exclude micro-enterprises.
Does a holding with only a registered-office address count as Romanian-resident, and do substance or CFC rules apply?
A Romanian company is resident by incorporation; a foreign one, if its place of effective management is in Romania (art. 7 pt. 37 Fiscal Code). The controlled-foreign-company rule (control above 50%) carves out a controlled foreign entity in the EU or EEA with staff, equipment, assets and premises. We provide the seat; a CCF tax consultant does the analysis.
Is a Romanian holding company a special legal form, or just an SRL or SA?
It is an SRL or SA registered at the Trade Register with a holding activity. Law 31/1990 lists the company forms (art. 2, text of January 2024), and none of them is a holding company as such. A legal person, not only an individual, may found a company (art. 1(1)), so a foreign parent company can be the founder.
Does a Romanian holding pay tax on dividends it receives from its Romanian subsidiaries?
Dividends from a Romanian legal person are non-taxable for profit tax (art. 23(a) Fiscal Code), and expenses linked to them are not deductible (art. 25(4)(e)). The subsidiary owes 16% of the gross dividend paid to a Romanian company (art. 43(2)), unless the holding meets the 10% and one-year test and both companies pay profit tax without option (art. 43(4)).
Are dividends from EU or non-EU subsidiaries taxed at the holding, and what are the 10% and one-year conditions?
From an EU subsidiary, dividends are non-taxable where the parent holds at least 10% for an uninterrupted year and pays profit tax without option (art. 24(1)); an incomplete year means tax, then recalculation (art. 24(2)), and deductible dividends get no relief (art. 24(4)). From a profit-taxed non-EU treaty-state company, 10% held for an uninterrupted year when booked suffices (art. 23(b)).
Is the gain on selling a subsidiary taxed in Romania?
Gains on selling or revaluing a participation in a Romanian company, or in a company of a state with which Romania has a tax treaty, are non-taxable where the holding has held at least 10% for an uninterrupted year (art. 23(i) Fiscal Code). Liquidation proceeds of such a company are non-taxable under the same test (art. 23(j)).
How are dividends paid by the Romanian holding taxed in 2026?
Individuals: a final 16% on dividends distributed from 1 January 2026 (art. 97(7)); non-residents: 16% withholding (art. 224(4)(b)). An EU parent meeting the form, residence and tax conditions, with at least 10% for an uninterrupted year to payment, is exempt if the payer pays profit tax without option (art. 229(1)(c)). Treaty or EU relief needs a residence certificate at payment.
Can Romanian group companies be taxed together as a fiscal group?
Yes, as an option. Romanian companies linked by a direct or indirect holding of at least 75%, kept for an uninterrupted year, may consolidate for 5 fiscal years (art. 422, 423 Fiscal Code); micro-enterprises cannot be members. The responsible company's legal representative files the joint request, signed by all members' representatives, at least 60 days before the period.
SRL or SA as the holding vehicle: which capital and member rules apply?
A new SRL needs at least 500 lei of capital; one with previous-year net turnover above 400,000 lei needs 5,000 lei by the end of the following financial year (Art. VI(1), (3) Law 239/2025). An SRL has at most 50 members and issues no bonds. An SA needs 90,000 lei (Law 31/1990, January 2024 text), at least 2 shareholders.
Which CAEN code does a holding company register, and why do searches say 6420?
CAEN Rev. 3, approved by INS Order 377/2024, maps 1:1 to NACE Rev. 2.1, where holding companies are class 64.21 (Regulation (EU) 2023/137). Under NACE Rev. 2, the older numbering, the class was 64.20 (Regulation (EC) 1893/2006). The Romanian code number is confirmed at filing by the partner lawyer or consultant.
What documents does a foreign parent company provide to found a Romanian holding?
Its corporate documents in the original, apostilled (Hague states) or superlegalised unless a treaty or EU rule removes it (art. 76(1) Law 265/2022, 2022 text), each with a legalised Romanian translation (art. 76(2)). For an EU founder, the Trade Register reads its data through the registers interconnection (art. 72(4)). The natural persons at the top are declared as beneficial owners.
Does a tax treaty lower the withholding tax, and what paperwork does the payer need?
A treaty rate caps the domestic rate (art. 230(1) Fiscal Code), and tax paid abroad is credited under a treaty (art. 39(1)). ANAF's list names 90 partner countries. To apply a treaty, the non-resident hands the payer a tax residence certificate at the time of payment (art. 230(2)). A country's rate is for a CCF tax consultant.
How much does it cost to set up a holding company in Romania?
Pricing is on request. Capital is the company's money, not a fee: at least 500 lei for a new SRL (Law 239/2025) and 90,000 lei for an SA (Law 31/1990, January 2024 text). Acts the law sends to Monitorul Oficial Part IV cost 152 lei per manuscript page in 2026 (Decision 1/2026). Trade Register charges are confirmed with the file.
Ready to register your holding company?
Tell us who founds the holding and where they are seated; we return the documents list and the filing route.
Call +40 21 312 3456 or write to info@company-registration-in-romania.com, Monday to Friday, 09:00 to 18:00, Bucharest time.