Subsidiary in Romania for a Foreign Company
We prepare the parent company's file, supply the registered office and file its Romanian subsidiary, the filială, at the trade register.
- A separate company with its own legal personality
- An SRL whose sole member can be the parent
- EU or non-EU parent: two document sets
- Filed within 15 days of the constitutive act
What we do for a Romanian subsidiary
RomaniaRegist works for companies abroad that want a Romanian company of their own. We prepare the parent's file, supply the registered office from our Bucharest office, file at the trade register and handle the registrar's requests. This page covers what is specific to a company parent; the full route is on our page on Romanian company registration.
A subsidiary (filială) is a company with legal personality (art. 42 Law 31/1990, text of January 2024); a branch has none. To open a branch in Romania, see its own page: which one suits the parent is for its advisers. Bespoke deeds go to a partner Romanian lawyer; we keep no books and give no tax advice.
What's included
Filing, forms and liaison. Books and returns go to your own CECCAR accountant, tax advice to a CCF tax consultant, bespoke deeds to a partner Romanian lawyer.
Parent checklist by seat
Intake ends with a document checklist for your parent's seat: one set for a parent seated in another EU state, another for a parent outside the EU.
Name check and reservation
We check the subsidiary's name against the register and reserve it before the constitutive act is signed.
Registered office from RomaniaRegist
Our own address as the sediu social (registered office), supplied as a trust and company service after KYC on the parent and its beneficial owners.
File assembly
The parent's identification data for the constitutive act, the apostilles and the legalised Romanian translations, checked together before anything is filed.
Constitutive act or statute
The ONRC standard form, filled in with the parent's choices; a sole member draws up only the statute (statut). A bespoke act is prepared by a partner Romanian lawyer.
Filing and registrar liaison
The application is due within 15 days of the constitutive act (art. 36(1) Law 31/1990); we file it under an authentic power of attorney and handle the registrar's requests.
CUI and VAT filing
The tax identification code (CUI) comes through the same filing. The VAT registration is filed on request as a separate application; ANAF decides.
Beneficial owners and later filings
The beneficial-owner declaration at registration and, on your instruction, its updates and the later trade register filings of the subsidiary.
Who this is for
Four situations, each with what the statute asks. None of them is a recommendation.
A parent seated in the EU
For a founder company seated in another EU state, the register obtains data on its representatives, powers and status through BRIS (art. 72(4) Law 265/2022, 2022 text).
A parent outside the EU
Foreign official documents go in the original with an apostille or the legalisation that applies, plus a legalised Romanian translation (art. 76); the registrar may ask for other documents (art. 106(1)).
A wholly owned SRL
An SRL may be formed by one person, and then only the statute is drawn up (art. 5(2) Law 31/1990); a company can be that asociat unic (sole member). See our SRL formation service.
Two or more shareholders in an SA
A joint-stock company in Romania needs at least 2 shareholders (art. 10(3) Law 31/1990) and, in the text of January 2024, a share capital of at least 90,000 lei (art. 10(1)).
How the process works
Eight steps, with who acts at each. Every Law 265/2022 line is the 2022 text.
Who signs for the parent · PARENT, LAWYER
Its legal representative signs, or an attorney under an authentic power of attorney (procură autentică), drafted by a partner lawyer where bespoke. An EU-notarised one still needs the apostille unless a bilateral treaty removes it.
Name check and reservation · US
We check the subsidiary's name and reserve it. No official time is published for this step, so we give none.
Registered office and KYC · US
We supply the registered office after KYC on the parent and the natural persons who own or control it: due diligence covers the ownership and control structure (art. 11(1)(b) Law 129/2019).
Parent identification · PARENT, US
The act records the parent's name, seat, nationality, register number and EUID (art. 81(b) Law 31/1990). EU parents' data come through BRIS; other documents are apostilled or legalised, then translated into Romanian.
Constitutive act and administrator · US, LAWYER
The standard form, or a partner lawyer's act, names the beneficial owners and is signed by hand or by qualified electronic signature (art. 82(2)). The administrator need not be a member (art. 197(1) Law 31/1990).
Filing · US, ANAF
The application is due within 15 days of the constitutive act (art. 36(1) Law 31/1990); we file it. ANAF assigns the CUI on the data sent; VAT is a separate filing, on request.
The registrar decides · ONRC
The registrar decides within one working day (art. 105(1) Law 265/2022), the statute's term, not our promise. An incomplete file gets up to 15 calendar days (art. 106(1)); a missing mandatory document means rejection.
Certificate · ONRC, US
The certificate shows the register number, the CUI and the EUID (art. 110(1)). We collect it and forward it; the first months' duties are in the two tables below.
Who acts at each step of a subsidiary registration
Parent company
RomaniaRegist
Lawyer or notary
ONRC
ANAF
- Term 6filing within 15 days of the constitutive act (art. 36(1) Law 31/1990)
- Term 7one working day, the statute's term, not a promise (art. 105(1) Law 265/2022, 2022 text); up to 15 calendar days to complete a file (art. 106(1))
Every step with no term shown has no official time published; the graphic shows no total.
Want to see what your parent company's file would need?
Send the parent's seat and register data; we reply with the checklist for that seat and who signs.
Documents you will need
What intake asks for. Any further document the registrar asks of a company founder is settled with you at intake.
- The parent's name, seat, nationality, register number and EUID
- EU parent: the register obtains representatives, powers and status through BRIS
- Non-EU parent: proof of existence and of the representative's powers, apostilled or legalised as its state requires
- A legalised Romanian translation of every foreign official document
- The signatory: the legal representative, or an authentic power of attorney for our filer
- An ownership chart up to the natural persons who own or control the parent
- The administrator's identity data, and whether they are Romanian tax resident
- The capital amount and how the parent will pay it in
- To claim a treaty or EU rate: the parent's tax residence certificate, presented to the payer at the time of payment (art. 230(2))
What Romanian law sets for a subsidiary in 2026
The rules for a newly formed subsidiary, each with the article that sets it, and the gazette tariff for later acts.
| Requirement | Rule | Source |
|---|---|---|
| Legal status | A company with legal personality; a foreign company may set up subsidiaries, branches and other secondary seats under Romanian law if its own law recognises that right | art. 42, 44 Law 31/1990 |
| The parent's exposure as a member | SRL members answer only up to the subscribed share capital; no view is given on exceptions or on guarantees the parent signs itself | art. 3(3) Law 31/1990 |
| Vehicle | An SRL may be formed by one person, with only a statute; an SA needs at least 2 shareholders and, in the text of January 2024, a capital of at least 90,000 lei | art. 5(2), 10(1), 10(3) Law 31/1990 |
| Minimum capital and pay-in, new SRL | 500 lei since 18 December 2025, for newly formed SRLs only; 30% of the subscribed capital within 3 months of registration and in any case before the company starts operating in its own name; the cash balance within 12 months, any in-kind balance within 2 years | Art. VI(2) Law 239/2025; art. 91(2) Law 31/1990 |
| Filing window | Within 15 days of the constitutive act | art. 36(1) Law 31/1990 |
| Registrar | Decides within one working day, the statute's term and not a promise; may ask for other documents, with up to 15 calendar days to complete the file; a missing mandatory document leads to rejection | art. 105(1), 106(1), 77 Law 265/2022, 2022 text |
| Language and foreign documents | Filed in Romanian; foreign official documents in the original with an apostille for Hague Convention states, with proof of superlegalisation for other states, or in the original alone where a treaty or EU rule removes the formality, always with a legalised Romanian translation. Future change: an EU directive removes requests for documents an EU home register holds and the legalisation of certified copies; transposition is due by 31 July 2027 and the rules apply from 31 July 2028, so in October 2026 they are not Romanian rules | art. 75(1), 76(1)-(2) Law 265/2022; Directive (EU) 2025/25, art. 4 |
| Payment account | Every legal person holds a payment account in Romania; a newly formed one opens it within 60 working days of formation; a payment service provider may refuse to open it only where opening it would breach the AML law or the sanctions rules, and the bank's KYC still runs first | art. 1(12), (14) Law 70/2015, inserted by Art. II Law 239/2025 |
| Beneficial owners | Declared at registration (met by naming them in the constitutive act) and within 15 days of every change; an annual declaration only where shareholders sit in listed jurisdictions | art. 56(1), 56(7), 56(13) Law 129/2019 |
| Gazette tariff, later acts | Acts the law sends to Monitorul Oficial Part IV, for example amendments to the constitutive act, are charged at 152 lei per manuscript page, VAT included (2026 tariff); a gazette tariff, not an ONRC fee | Decision 1/2026 |
Paying the parent and filing between group companies
Rules, not advice. Where a holding layer sits above the parent, see how to set up a holding company in Romania.
| Obligation | Rule | Source | Who handles it |
|---|---|---|---|
| Profit tax | 16% of taxable profit in 2026 | art. 17 Fiscal Code | returns: a CECCAR accountant |
| Micro regime and linked enterprises | The revenue ceiling is tested on the Romanian company with its linked enterprises (întreprinderi legate); linkage is written for Romanian legal persons (one holding over 25% of another, or two with the same holder of over 25%); one micro company per shareholder of over 25%. Our reading of the text, not advice: a foreign parent's own revenue is not added, and two Romanian subsidiaries of one parent are linked | art. 47 Fiscal Code | the choice: a CCF tax consultant |
| Dividends to a non-resident parent | Withheld at 16% | art. 224(4)(b) Fiscal Code | the paying company withholds; returns: a CECCAR accountant |
| Dividends to an EU parent, the exemption | Exempt when the parent has held at least 10% for an uninterrupted year ending on the payment date, pays a listed profit tax of its state without option or exemption and is not treaty-resident outside the EU; the paying company must itself pay profit tax, so the micro regime and the exemption exclude each other in practice; extends to Iceland, Liechtenstein and Norway; denied for arrangements without valid commercial reasons | art. 229(1)(c), (c1), (2) Fiscal Code | a CCF tax consultant or the accountant checks the conditions |
| Treaty rate and residence certificate | A treaty rate caps the domestic rate; the parent presents its tax residence certificate (certificat de rezidență fiscală) to the payer at payment, in the original or a legalised copy with an authorised Romanian translation; a late certificate allows regularisation within the limitation period; one presented in a year is valid for the first 60 calendar days of the next | art. 230(1), (2) Fiscal Code | the parent obtains it; the accountant files |
| Withholding return | Withheld at payment, declared and paid by the 25th of the month after payment (dividends approved but unpaid at year-end: by 25 January); form 207 is the separate informative return on tax withheld from non-resident beneficiaries | art. 224(5) Fiscal Code; ANAF forms list | a CECCAR accountant |
| Loans and dividends from the Romanian company | A company whose approved annual financial statements show net assets below half its subscribed capital may not repay loans taken from members or affiliates; a company with a profit for the year that still carries an accounting loss distributes dividends from that profit only after setting up legal reserves and covering the carried loss | art. 67(24), 691(1) Law 31/1990, added by Law 239/2025 | the company's accountant; a partner lawyer for any bespoke act |
| Transfer-pricing file | Persons are affiliated (persoane afiliate) from a 25% direct or indirect holding; their transactions follow the market value principle; the taxpayer prepares the file when its transactions reach the amounts an ANAF order sets (not stated here); failing to do so is fined 2,000 to 3,500 lei (small legal persons) or 12,000 to 14,000 lei (medium and large taxpayers) | art. 7 pt. 26, 11(4) Fiscal Code; art. 108(2), 336 Fiscal Procedure Code | a CECCAR accountant or a CCF tax consultant |
| Group notification and contracts with foreign persons | A Romanian-resident member of a multinational group notifies ANAF on form 405; contracts with foreign legal persons for services performed in Romania are registered on form 017 within 30 days | ANAF forms list | a CECCAR accountant |
| Management and consultancy fees to the parent | Romanian-source income of a non-resident, withheld at 16%, or at a treaty rate on a residence certificate; the EU interest and royalties exemption covers interest and royalties only, not these fees | art. 223(1)(i), 224(4)(d), 230, 255(1) Fiscal Code | a CCF tax consultant; the accountant files |
Money in and out of a Romanian subsidiary
Foreign parent and Romanian subsidiary
Into the subsidiary
Capital
500 lei minimum for a new SRL (Art. VI(2) Law 239/2025); 30% within 3 months and before the company starts operating in its own name, the cash balance within 12 months and any in-kind balance within 2 years (art. 91(2) Law 31/1990)
Loans
Repayment barred while the approved annual accounts show net assets below half the capital (art. 67(24))
Out of the subsidiary
Dividends
16% withheld (art. 224(4)(b) Fiscal Code), or the EU exemption from a holding of at least 10% for an uninterrupted year with the payer on profit tax (art. 229(1)(c)); residence certificate at payment (art. 230(2))
Fees
16% or a treaty rate (art. 224(4)(d), 230)
Beside the flows
Withholding
Declared and paid by the 25th of the following month (art. 224(5))
Returns and files
Form 207 (informative return), the transfer-pricing file, forms 405 and 017
Law 31/1990 is the text of January 2024. No treaty rate is shown and no country is named.
Problems we solve
Five questions parent companies bring us, and how the file handles each.
Paperwork that depends on the seat
BRIS for an EU parent; foreign official documents apostilled or legalised, as the parent's state requires, and translated; up to 15 calendar days if the registrar asks for more. Apostilles abroad are outside our control.
Signing from abroad
An attorney under an authentic power of attorney, or a lawyer under a mandate (împuternicire avocațială), files. An EU-notarised one still needs the apostille unless a bilateral treaty removes it. No signature-free route is promised.
A timeline that depends on others
One working day is the registrar's statutory term, not our promise, and completion periods add time. Buying an existing SRL by share transfer is a separate route, on the detailed ready-made companies page.
A VAT code and a bank account nobody can promise
A foreign-citizen administrator without Romanian tax residence, with capital below 45,000 lei, is a VAT risk criterion (Annex 6 pt. 5.1); ANAF decides. Banks check too; a payment account is due within 60 working days.
Taking money back to the parent
Dividends to a non-resident: 16% withheld (art. 224(4)(b) Fiscal Code), unless the EU exemption's conditions are met. No loan repayment while net assets are below half the capital. A tax consultant weighs the route.
A question about your group's documents or payments?
Tell us where the parent sits and who owns it; we reply with the file it needs and who handles each part.
Why work with RomaniaRegist
RomaniaRegist is a trust and company service provider notified to ONPCSB (Law 129/2019, art. 5(1)(g)), so KYC on the parent and its beneficial owners cannot be skipped. It is not a law firm, an accounting firm or a tax consultancy.
From our practice
Intake checks the parent's seat, register data, EUID, signatory and authority, apostilles, translations, ownership chain and seat proof before filing.
Registration and corporate filings lead
Frequently asked questions about a Romanian subsidiary
Does the parent company have to send someone to Romania to sign?
Not necessarily. The application is signed by the legal representative, by an attorney under an authentic power of attorney or by a lawyer under a lawyer's mandate (art. 79(1) Law 265/2022, 2022 text). The constitutive act is signed by the founders or their appointed representatives (art. 82(2)). We promise no route that needs no signature.
Do we need to apostille and translate the parent's documents if the parent is in the EU?
For a founder company seated in another EU state, the register obtains its representatives, powers and status through BRIS (art. 72(4) Law 265/2022, 2022 text). A filed foreign official document still needs an apostille or legalisation, unless a treaty or EU rule removes it, plus a legalised Romanian translation (art. 76). Directive (EU) 2025/25 applies from 31 July 2028.
What does a non-EU parent have to file, and who translates it?
Documents are filed in Romanian (art. 75(1) Law 265/2022, 2022 text). A foreign official document goes in the original with an apostille, or superlegalised for a non-Hague state, unless a treaty removes it, with a legalised Romanian translation (art. 76); the registrar may require more (art. 106(1)). We coordinate authorised translators and build the checklist with you at intake.
Is the parent liable for the subsidiary's debts?
The subsidiary is a separate company with its own legal personality (art. 42 Law 31/1990, text of January 2024), and SRL members answer only up to the subscribed share capital (art. 3(3)). We give no view on exceptions, or on guarantees the parent signs itself: those are questions for the parent's lawyer.
Can the subsidiary use the micro-enterprise tax, and what happens to the dividend exemption if it does?
That choice is for a tax consultant or an accountant, not our advice. The micro revenue ceiling is tested with linked enterprises (art. 47 Fiscal Code), and the EU dividend exemption needs a paying company on profit tax (art. 229(1)(c)), so in practice the two exclude each other. Dividends to a non-resident are then withheld at 16%.
How much tax is withheld on dividends paid to the parent, and what paperwork lowers it?
The domestic rate is 16% on dividends paid to a non-resident (art. 224(4)(b) Fiscal Code). An EU parent that has held at least 10% for an uninterrupted year may be exempt if the other conditions are met (art. 229(1)(c)); a treaty rate caps the domestic rate (art. 230(1)). The parent presents its tax residence certificate at payment.
Who is the beneficial owner when the shareholder is a company?
Usually the natural person who ultimately owns or controls the parent, not the parent itself; where no one is identified, the senior managing official is recorded. Over 25% held through a foreign company a natural person controls indicates that person's indirect ownership (art. 4(2)(a) Law 129/2019). It is declared at registration and within 15 days of every change (art. 56(1), (3)).
Does the subsidiary need a Romanian director, and what does a foreign director change for the VAT code?
An SRL has one or more administrators, members or not (art. 197(1) Law 31/1990); this page states no residence rule. A foreign-citizen administrator without Romanian tax residence, with share capital below 45,000 lei, is a VAT risk criterion (Annex 6 pt. 5.1, VAT norms, art. 316 Fiscal Code). ANAF decides, so the VAT code is never promised.
Do we need a transfer-pricing file for invoices between the parent and the subsidiary?
Persons are affiliated from a 25% direct or indirect holding (art. 7 pt. 26 Fiscal Code). A taxpayer transacting with them prepares a transfer-pricing file once transactions reach amounts an ANAF order sets (art. 108(2) Fiscal Procedure Code). Failing to is fined 2,000 to 3,500 lei (small legal persons) or 12,000 to 14,000 lei (medium and large taxpayers, art. 336).
How long does registration take, and why can it not be guaranteed?
The registrar decides within one working day (art. 105(1) Law 265/2022, 2022 text): the statute's term, not our promise. The registrar may ask for more documents, with up to 15 calendar days to complete the file (art. 106(1)), and in 2024 the Government recorded registration difficulties (OUG 109/2024). Apostilles abroad are outside our control.
Can the parent lend money to the subsidiary instead of increasing capital?
Since Law 239/2025, a company whose approved annual accounts show net assets below half its subscribed capital may not repay loans from members or affiliates (art. 67(24) Law 31/1990). One still carrying an accounting loss pays dividends from the year's profit only after setting up legal reserves and covering that loss (art. 691(1)). The route is for the parent's advisers.
How much capital must the parent put in, and when?
Since 18 December 2025 a new SRL needs at least 500 lei of capital (Art. VI(2) Law 239/2025). It pays in 30% of it within 3 months of registration and before operating in its own name, the cash balance within 12 months, any in-kind balance within 2 years (art. 91(2) Law 31/1990). Thin capital weighs in the VAT risk criterion.
Can the parent be the only shareholder of the Romanian SRL?
Yes. An SRL may be formed by one person, and then only the statute is drawn up (art. 5(2) Law 31/1990). Contracts between the SRL and its sole member, natural or legal person, must be in writing on pain of absolute nullity (art. 15), so a company can be that member. An SA needs at least 2 shareholders (art. 10(3)).
What is the difference between a subsidiary and a branch in Romanian law?
A subsidiary is a company with legal personality (art. 42 Law 31/1990); a branch has none. A foreign company may set up either in Romania under Romanian law, if its own law recognises that right (art. 44). Which one suits the parent is a tax and liability question for its advisers; the branch has its own page.
Ready to register your subsidiary in Romania?
Tell us where the parent is seated; we reply with the document checklist, the filing route and who signs.
+40 21 312 3456 · info@company-registration-in-romania.com · Monday to Friday, 09:00 to 18:00, Bucharest time