How to Start a Limited Liability Company (SRL) in Romania – Updated for 2026
How to establish a Romanian SRL in 2026
A Romanian limited liability company is not created by completing one standard form. The founders must settle the ownership, management, registered office, activities, capital and beneficial ownership before filing a consistent incorporation application with the Trade Register.
Short answer: an SRL is the most common Romanian company form for startups, SMEs and foreign-owned subsidiaries. In 2026, a newly incorporated SRL must have share capital of at least RON 500. Registration is only the first stage: banking, accounting, tax, employment and sector-specific requirements must be addressed separately.
What is a Romanian SRL?
An SRL, or societate cu răspundere limitată, is a Romanian legal entity whose share capital is divided into participation interests. As a general rule, the shareholders’ exposure is limited to their agreed contributions, while the company owns its assets and assumes its own contractual obligations.
Limited liability is not absolute protection against every personal risk. A shareholder or administrator may still face exposure under personal guarantees, director-liability rules, tax or insolvency provisions, unlawful distributions or abusive conduct. Governance and signing authority therefore matter from the incorporation stage.
This guide focuses only on the SRL. Foreign investors comparing an SRL with an SA, branch or representative office should first review our main page on company formation in Romania for foreign founders.
Which decisions must the founders make before filing?
What is the minimum share capital for an SRL in 2026?
Following Law no. 239/2025, the minimum share capital for a newly incorporated SRL is RON 500. Older references stating that an SRL may be incorporated with RON 1 or without an effective minimum are no longer current.
Law no. 239/2025 also establishes a minimum share capital of RON 5,000 for an SRL whose reported net turnover for the previous financial year exceeds RON 400,000. Existing companies falling within that rule must observe the statutory adjustment period. The applicable amount should therefore be checked both at incorporation and when the company’s turnover changes. The implementation steps are discussed separately in our guide to a Romanian company capital increase.
| Situation | Minimum capital | Practical consequence |
|---|---|---|
| Newly incorporated SRL | RON 500 | The articles of association and capital structure must reflect at least this amount. |
| SRL with reported net turnover above RON 400,000 | RON 5,000 | The company must bring its capital into line with the statutory rule within the applicable period. |
| Additional business funding | Commercial decision | Share capital should not be confused with shareholder loans or the actual operating budget. |
Under Law no. 31/1990, an SRL must pay at least 30% of the subscribed capital no later than three months after registration and before commencing operations in its own name. The remaining cash contribution is payable within 12 months after registration, while the remaining in-kind contribution is payable within no more than two years.
What documents are generally required?
The precise filing depends on the founders, administrator, office and activities. A standard SRL incorporation usually requires or relies on:
- the Trade Register incorporation application;
- proof of company-name reservation;
- the articles of association;
- documents proving the right to use the registered office;
- identity documents for individual shareholders and administrators;
- current registry extracts, constitutional documents and corporate approvals for a corporate shareholder;
- statutory declarations concerning operating conditions and other legally required matters;
- beneficial-owner information or a separate declaration, where required;
- evidence of authority for the person signing or filing the application; and
- any approvals, opinions or documents required by the proposed name or regulated activity.
The official list and current forms should be checked on the National Trade Register Office website immediately before filing. A missing mandatory element may result in rejection rather than an informal opportunity to complete the file. Founders can prepare the file using our separate checklists for reserving a Romanian company name and drafting Romanian articles of association.
What changes when a shareholder is foreign?
Foreign individuals and companies may generally hold participation interests in a Romanian SRL. Romanian citizenship or residence is not, by itself, a general ownership condition. However, foreign documents must be assessed for validity, authority, legalisation or apostille and authorised Romanian translation.
A foreign corporate shareholder may need a recent registry extract, its constitutional documents, a resolution approving the Romanian investment and evidence that the signatory can bind it. The exact formalities depend on the issuing state, applicable treaties and the document used. Our document checklist for foreign founders explains the preparation issues in more detail.
The ownership chain must also be traced to the natural persons who ultimately own or control the company. The applicable tests and filing deadlines are explained in our updated guide to the beneficial owner declaration in Romania.
How does the Romanian SRL formation process work?
From founder decisions to operational setup
Can the SRL application be submitted online or through a lawyer?
Yes. Under Law no. 265/2022 on the Trade Register, an incorporation application may be filed at the counter, through post or courier, or electronically. Electronic documents must comply with the qualified-electronic-signature requirements. A lawyer may sign or submit the application on the basis of a legal-services mandate and may transmit documents prepared by the lawyer under the statutory procedure.
The available electronic services can be accessed through ONRC MyPortal. Remote incorporation is possible in many cases, but foreign-document formalities, bank identification, regulated activities and immigration matters may require additional steps.
How long does SRL registration take?
The Trade Register states that a complete registration application is generally resolved by the registrar within one working day after registration of the application. This procedural period is not a guaranteed end-to-end formation time.
Name reservation, document preparation, foreign legalisation, translations, correcting inconsistent information, obtaining a registered office and responding to registrar requirements may extend the project. Bank onboarding and licences also occur outside the basic incorporation decision.
What does it cost to establish an SRL?
There is no reliable universal package price. The total depends on the founders and documents involved. A realistic budget may include:
- the subscribed share capital;
- official publication or registration-related charges generated for the file;
- translations, apostilles, legalisation or notarial formalities;
- legal assistance and representation;
- registered-office costs;
- bank, accounting and tax-advisory services; and
- licensing or sector-specific costs.
According to the ONRC information published on 30 April 2026, the tariff for publication in the Official Gazette is calculated and paid after the registration application is admitted. A generic statement that every SRL has a fixed “state fee of EUR 50” should therefore not be used.
What must be done after the SRL is registered?
The registration certificate does not complete every business requirement. Depending on the project, the founders should address:
| Post-registration area | Questions to resolve | Main risk if ignored |
|---|---|---|
| Capital and banking | Capital payment, operating account, signatories, bank KYC and the steps for a Romanian business bank account for a non-resident | The company cannot use the intended banking arrangements or misses a statutory contribution deadline. |
| Accounting and tax | Accounting engagement, tax vector, VAT analysis, reporting calendar and ongoing Romanian tax registration and compliance | Late filings, incorrect invoicing or unsuitable tax treatment. |
| Activity authorisation | Whether the declared CAEN activities may be performed at the office, third-party sites or outside a fixed location | The company is registered but not authorised to conduct the intended activity. |
| Contracts and governance | Customer, supplier, employment, administrator and shareholder arrangements | Operational exposure and internal disputes begin before protections are documented. |
| Regulated sectors | Licences, notifications, professional requirements or foreign-investment screening | The business starts an activity before regulatory clearance. |
Tax positions should be checked against the current ANAF guidance and electronic services. VAT registration, payroll reporting and the applicable corporate or microenterprise regime depend on facts that are not resolved merely by incorporating the SRL.
Which SRL formation mistakes cause delays or future disputes?
- choosing CAEN codes without checking whether the activity is regulated or may be authorised at the selected location;
- submitting foreign documents that are outdated, improperly legalised or inconsistently translated;
- using unclear joint or separate representation powers for multiple administrators;
- treating share capital as the complete operating budget;
- failing to identify indirect beneficial owners;
- assuming that incorporation grants immigration or work rights;
- using generic voting clauses in a 50/50 company without a workable deadlock solution; and
- waiting until after registration to address banking, accounting, tax or licensing requirements.
Where there are several founders, the articles should be coordinated with a properly drafted Romanian shareholder agreement. Administrators should also understand the exposure explained in our guide to Romanian company director liability.
Need assistance establishing an SRL in Romania?
Atrium Romanian Lawyers assists Romanian and foreign founders with company structuring, articles of association, beneficial ownership, registered-office documentation, Trade Register filings and post-incorporation corporate work.
Frequently asked questions
What is the minimum share capital for a new Romanian SRL in 2026?
The minimum share capital for a newly incorporated SRL is RON 500. A separate RON 5,000 minimum applies to SRLs whose reported net turnover for the previous financial year exceeds RON 400,000, subject to the statutory adjustment rules.
Can a foreigner own 100% of a Romanian SRL?
In general, yes. Romanian citizenship or residence is not a general condition for owning an SRL. The founder’s documents, beneficial ownership, applicable foreign-investment rules and any regulated-sector restrictions must still be checked.
Can an SRL have one shareholder and one administrator?
Yes. An SRL may generally have a sole shareholder, who may also be appointed administrator. The articles should still regulate the company’s activities, capital, representation and beneficial-owner information correctly.
Is a Romanian bank account required before incorporation?
The banking sequence must be coordinated with the applicable capital-payment rules and the chosen bank. The company must pay the required portion of subscribed capital within the statutory period and before commencing operations in its own name.
Can the SRL be incorporated remotely?
Often, yes. The application may be submitted through an authorised representative or electronically where the signature and document-format requirements are met. Foreign formalities, bank KYC, licences or immigration steps may still require separate action.
Does Trade Register registration mean the SRL can immediately perform every declared activity?
No. Certain activities require additional authorisation, licences, notifications, qualified personnel or suitable premises. Registration and operational authorisation must be checked separately.
Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct formation process depends on the founders, ownership structure, activities, documents and legislation in force when the application is prepared.
AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.
