SRL in Romania for Founders Based Abroad

The filing can be made without you. The application is signed by hand or with a qualified electronic signature (art. 82(1) Law 265/2022), or an attorney files under a notarised power of attorney (art. 79(1)). EU law requires that the Romanian SRL can be formed fully online (Directive 2017/1132, art. 13g(1)); how Romania applies that right is not covered.

Expect so. Under Law 265/2022 (2022 text), an extract of the registration decision is published in Monitorul Oficial (art. 16(1)(a) and (4)), naming the founders and administrators with their country, town and county (art. 16(2)), so founders are not anonymous. Whether that publication still applies after later amendments is not verified.

Not automatically; no code is promised. VAT can be requested in the registration filing (art. 316(1¹)(a) Fiscal Code); ANAF then analyses the risk (art. 316(9)). Listed criteria include a foreign administrator without Romanian tax residence with capital under 45,000 lei, and a comodat seat of one year or less or a lawyer's professional seat, each without secondary premises.

Law 265/2022 (2022 text) gives the registrar one working day (art. 105(1)), a statutory term, not a promise. An incomplete file gets up to 15 calendar days to be fixed (art. 106(1)), and in 2024 the Government recorded major registration difficulties (OUG 109/2024). The 48 hours in our tagline cover preparing and filing, never the decision or a VAT code.

A registered office is required; proof of the declared seat goes in the file (art. 36(2)(c) Law 31/1990). Expiry of the deed giving the right to use the premises is a ground for dissolution (art. 237²(1)(a)). Some seat patterns are VAT risk criteria, so a virtual office is not always enough, and which proofs are accepted is not confirmed.

All members sign the constitutive act under private signature (art. 5(6) Law 31/1990), so no notary is needed unless real estate is contributed. An attorney who files needs a notarised power of attorney (art. 79(1) Law 265/2022). A bespoke act is reserved to lawyers unless a law provides otherwise (Law 51/1995, art. 3(1)(c), (2)); we fill in the standard form.

Yes to both, as a rule. Documents filed in support are in Romanian, and foreign ones come with a legalised Romanian translation (art. 75(1) and 76(2) Law 265/2022) and an apostille or superlegalisation unless a treaty or EU rule removes it (art. 76(1)). An EU-notarised power of attorney still needs the apostille: Regulation (EU) 2016/1191 covers civil-status documents only.

Yes. A newly formed legal person must hold a payment account in Romania within at most 60 working days of formation (Art. II Law 239/2025), and not holding one is an offence fined 3,000 to 10,000 lei. Whether a bank opens the account is the bank's decision, and RomaniaRegist cannot promise it.

We cannot. Bookkeeping, payroll and tax returns for clients under an accounting contract are reserved to CECCAR members (OG 65/1994, art. 21(1) and 43(1)); your own staff may keep your books. Answering ANAF in a procedure is for a tax consultant, a lawyer or a CECCAR accountant under an accounting contract (OG 71/2001). We can point you to an accountant.

The 500 lei minimum is for new SRLs (Art. VI(2) Law 239/2025). SRLs already registered must raise the capital set under paragraph (1), the 5,000 lei of companies above 400,000 lei previous-year net turnover, within two years of 18 December 2025, that is by 18 December 2027 (our computation). No text read obliges a low-turnover SRL to reach 500 lei.

Not before. A new SRL needs at least 500 lei (Art. VI(2) Law 239/2025); above 400,000 lei previous-year net turnover, 5,000 lei by the next financial year's end (Art. VI(1), (3)). Cash is compulsory (art. 16(1) Law 31/1990); 30% is paid within 3 months and before trading, cash balance within 12 months, in-kind within 2 years (art. 9¹(2)).

Yes on the Company Law text read: it sets no residence or nationality condition for members or administrators. The filing gives a non-resident individual founder or administrator a NIF (Fiscal Procedure Code, art. 83(1)). An administrator must expressly accept the post (art. 72 Law 31/1990). Immigration and other tax rules are separate questions this page does not answer.

Yes to both. An SRL may be formed by one person, and then only the articles are drawn up (art. 5(2) Law 31/1990). A legal person may be the sole member, with contracts between them in writing (art. 15). Administrators may be members or not (art. 197(1)); whether a legal person may be the administrator is not confirmed.

Ask a tax consultant or accountant. The micro regime is optional (art. 48(1) Fiscal Code), 1% of revenue (art. 51(1)) up to EUR 100,000 (art. 47(1)(c)); a new company may opt from year one if, on registration, it meets the capital and single-micro conditions, then hires the required employee within 90 days (art. 48(3)). Profit tax is 16% (art. 17).

An SRL, societate cu răspundere limitată, is the Romanian limited liability company: members answer only up to the subscribed share capital (art. 3(3)). It can have one member or up to 50 (art. 5(2) and 12) and is run by one or more administrators (art. 197(1)). Source: Law 31/1990, text of January 2024.