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Start a Limited Liability Company (SRL) in Romania 2025

How to Start a Limited Liability Company (SRL) in Romania – Updated for 2025

by Simona Rotaru Company Formation in Romania
How to Start a Limited Liability Company (SRL) in Romania – Updated for 2025

How to Start a Limited Liability Company (SRL) in Romania – Updated for 2025

Navigating the intricacies of starting a Limited Liability Company (SRL) in Romania requires a comprehensive understanding of the local legal framework and the specific nuances of Romanian law. This article serves as a guide to help entrepreneurs understand the SRL formation process, explore available options, and ultimately establish their business successfully in Romania.

Understanding SRL Formation in Romania

Successfully navigating the SRL registration process in Romania demands a clear understanding of both local and EU regulations. As an expert legal services provider, we can assist you in understanding the full scope of requirements and procedures. Our goal is to provide the best legal solutions, ensuring effective strategies for company formation in Romania. Learn more about our corporate law services.

What is an SRL?

An SRL (Societate cu Răspundere Limitată), or Limited Liability Company, is a business structure where the liability of shareholders is limited to their capital contribution. This structure is one of the most popular and practical routes for entrepreneurs in Romania, offering both flexibility and legal protection.

The Landscape of Business Formation in Romania

Romania’s economic landscape presents significant opportunities for business formation. Understanding the current trends, regulations, and requirements is crucial for both domestic and international entrepreneurs. The legal framework has been refined for 2025, with greater clarity around capital requirements, registration steps, and foreign investor issues.

Types of Business Structures: SRL vs. SA vs. PFA

In Romania, businesses can be structured in several ways:

  • SRL (Limited Liability Company), which is flexible and suitable for most startups and SMEs.
  • SA (Joint-Stock Company), typically required for large enterprises with minimum capital requirements.
  • PFA (Sole Proprietorship), suited for very small operations but without separate legal entity protection.

The type of business structure influences the registration process and available options, requiring tailored strategies.

Legal Framework for SRL Formation

Key Legislation Governing SRL Registration

The SRL formation process in Romania is governed by a comprehensive set of laws and regulations designed to protect both creditors and shareholders. Key legislation includes the Civil Procedure Code and regulations from the National Register of Commerce (ONRC). Understanding these laws is essential for effective company formation in Romania. For detailed information on procedures, refer to the European e-Justice Portal.

Role of Corporate Law Specialists

A corporate law specialist plays a crucial role in navigating the complexities of SRL formation in Romania.

Atrium Romanian Law Office is an expert legal services provider based in Romania, specifically in Bucharest. Atrium aims to be the best in handling complex and challenging legal matters. The firm’s team of experienced Romanian lawyers and professionals are equipped to resolve any legal issue in a timely manner. They offer guidance through processes related to company formation, compliance, and strategic business planning. The team are members of the Romanian Bucharest Bar.

These legal professionals provide expert guidance on registration procedures, handle ONRC submissions, and develop tailored strategies for company formation. At Atrium Romanian Law Office, experienced lawyers understand the nuances of Romanian law. This ensures that all procedures are both effective and compliant with current regulations, maximizing the chances of successful SRL establishment.

Understanding Capital Requirements

For 2025, the minimum share capital requirement has been effectively abolished for SRLs. Founders can declare any amount they deem appropriate. However, proposed legislative reforms may reintroduce minimum capital thresholds (around 8,000 RON) for new incorporations from January 2026 onwards. Understanding these requirements is crucial for proper company structuring.

Step-by-Step Process to Form an SRL in Romania

The SRL formation process in Romania involves several key phases designed to maximize your chances of successful registration. Whether through streamlined online procedures or in-person submissions, understanding each phase is critical.

Phase 1: Preliminary Planning & Name Reservation

The first step in SRL formation is careful planning and name reservation. This involves:

  • Choosing the SRL form and ensuring it fits your business model
  • Proposing 2–3 name options and checking availability via ONRC portal
  • Reserving the name with the trade-registry
  • Selecting your registered office address and gathering proof
  • Determining business activities (CAEN codes) carefully

Phase 2: Drafting Documents & File Preparation

Once planning is complete, prepare all necessary documentation:

  • Prepare Articles of Association outlining company details
  • For foreign shareholders: prepare apostilled copies and Romanian translations
  • Open a temporary bank account for capital deposit
  • Ensure all documentation is signed, notarized and in correct format

Phase 3: Submission to Trade Registry (ONRC)

Submit your file to ONRC through the following steps:

  • Submit file to ONRC (in person or via online portal)
  • Pay the state registration fee (approximately €50)
  • ONRC reviews file; certificate typically issued within 3 working days
  • Company is legally established; commence business activities (subject to licenses)

Phase 4: Post-Registration Formalities

After registration, complete these essential formalities:

  • Deposit declared capital in bank
  • Register for tax purposes with ANAF
  • Submit VAT registration if turnover exceeds threshold (EUR 88,500)
  • Open regular business bank account
  • Apply for sector-specific licenses/permits if required

Phase 5: Begin Operation & Compliance

Ensure ongoing compliance with:

  • Register for accounting and payroll services
  • File annual financial statements with ONRC
  • Ensure ongoing compliance with statutory deadlines
  • Report any changes in capital, address, administrators or business activity

Timeline & Cost Expectations (2025)

Typical Timeline: 5-10 working days for complete SRL setup

Typical Costs: €300-€800 (varies depending on legal fees, translations, notarization, and sector-specific requirements)

Actual costs vary widely depending on legal advisor fees, translation/notary costs for foreign shareholders, virtual office fees, bank requirements, and regulatory licenses needed.

Advantages of an SRL Structure in Romania

  • Limited Liability Protection – Your personal liability is limited to your contribution
  • Flexibility & Simplicity – Simpler to administer than joint-stock companies
  • Wide Applicability – Suited for startups, SMEs and cross-border businesses
  • Foreign Investor Friendly – Accommodates non-resident shareholders and administrators
  • Access to EU Single Market – With relatively favorable conditions

Common Pitfalls & How to Avoid Them

Protect your SRL formation by avoiding these common mistakes:

  • Incomplete documents — Legal professionals catch naming errors, missing signatures and incorrect forms
  • Foreign-investor documentation — Apostille, translation, notarization requirements vary; each adds time
  • Bank account delays — Budget extra time or use law-firm assisted account opening
  • Incorrect name or CAEN code — Similar names or restricted words trigger extra checks
  • Underestimating permits — Sectors like food, pharma, finance need regulatory checks before operation
  • Ignoring reform changes — Future-proof your structure against 2025/2026 minimum capital reforms

Related Company Formation Resources

To further support your journey in establishing and managing your business in Romania, we’ve compiled a comprehensive cluster of related guides and resources:

Frequently Asked Questions About SRL Formation in Romania

What is the minimum share capital for an SRL in Romania?
For an SRL in 2025, there is no legal minimum share capital required; founders may set the amount they deem appropriate. However, proposed legislative reforms may require higher minimum capital for new SRLs from 2026 onwards.
How long does it take to register an SRL?
If all documents are complete and valid, the trade-registry certificate is typically issued within 3 working days; total company setup often takes 5-10 working days depending on additional requirements.
Can a foreigner be a shareholder or director?
Yes — non-residents can own or manage an SRL; extra documentation may be required including apostille, notarization, and translation into Romanian.
When is VAT registration required?
Mandatory when turnover exceeds the equivalent of EUR 88,500 (in RON) or if opting in earlier. Check the latest ANAF threshold for current requirements.
What if my business activity needs a license?
After SRL registration you may need to apply for sector-specific licenses or permits (e.g., food services, pharmaceutical, financial advice). These can add days or weeks to the launch timeline.
What are the ongoing compliance requirements?
SRLs must file annual financial statements with ONRC, maintain accounting records, register for payroll services, and report any changes in capital, address, or business activities.
Can I use a virtual office for my registered address?
Yes, many foreign-investor SRLs use virtual offices with local law-firm hosting for convenience. The address will be publicly registered and used for all official correspondence.
What role does ONRC play in SRL formation?
ONRC (National Register of Commerce) processes SRL registrations, reviews submitted documents for compliance, issues registration certificates, and maintains the official registry of companies in Romania.
What are the benefits of engaging a law firm for SRL formation?
Engaging a law firm provides expert guidance on requirements, ensures proper document preparation, handles ONRC submissions, navigates foreign investor procedures, and improves chances of smooth registration.

Ready to Start Your SRL?

Setting up an SRL in Romania requires careful planning and professional guidance. Our experienced corporate lawyers ensure proper structure, compliant documentation, and smooth registration. Let us help you navigate the process and establish your business successfully.

Romanian Company Capital Increase 2025

Romanian Company Capital Increase: Streamlined Processes 2025

by Simona Rotaru Company Formation in Romania, Corporate Law

Romanian Company Capital Increase: Streamlined Processes 2025

Recent draft reforms on Romanian company capital increase 2025 have reshaped foundational requirements for Romanian companies, requiring both entrepreneurs and established firms to act quickly to stay compliant and maintain operational continuity.

capital increase procedures Romanian Company

Recent proposed changes in corporate legislation will require soon a minimum financial commitment, times higher than before, significantly impacting how companies, especially limited liability companies, operate.

Proposed changes are still in draft form and have not been enacted.

The current minimum capital requirement is 1 RON, and the proposal would increase it to variable amounts (500-90,000 RON).

The draft of law links financial obligations to company size, establishing specific compliance tiers across industries.

These changes will come with tight deadlines, enhanced reporting for banking activities, and stricter registry submissions.

Non-compliance could lead to severe penalties like operational suspension or dissolution.

Seeking professional advice is important, particularly for Romanian company formation or making structural adjustments.

Key Takeaways

  • Romania’s draft of corporate laws will enforce significantly higher minimum financial commitments,
  • Three-tier compliance system will align obligations with business size and revenue,
  • Mandatory banking protocols will affect entity registration and reporting,
  • Legal expertise ensures adherence to strict deadlines and documentation requirements,
  • Non-compliance may result in operational restrictions or business dissolution.

Navigating Romanian Corporate Regulations

The recent legislative draft introduces structured financial benchmarks for commercial entities.

These changes will create clear financial parameters tied to operational scale, ensuring alignment between resources and business activities.

bank account setup requirements

Updated Financial Benchmarks for Businesses

The revised draft establishes three financial tiers based on annual revenue.

Microenterprises with earnings below 395,000 RON must maintain 500 RON in reserves.

Mid-sized organizations generating up to 7 million RON require 5,000 RON.

Larger enterprises surpassing this threshold need 90,000 RON in available funds.

Business SizeRevenue RangeFinancial Reserve
MicroUnder 395k RON500 RON
Medium395k – 7M RON5,000 RON
LargeOver 7M RON90,000 RON

Banking Compliance Essentials

Under recent reforms in Romanian company law, newly incorporated businesses will be required to open and maintain a bank account within 30 days of registration, with banks permitted to refuse only on grounds related to anti-money laundering compliance under Law 129/2019.

Companies that fail to comply risk being declared fiscally inactive by ANAF, a status that suspends tax rights and may trigger fines of up to RON 10,000 for related non-compliance.

In parallel, the draft law increases the minimum share capital for limited liability companies (SRL) in Romania to RON 8,000, obliging existing SRLs to align either at the first amendment of their articles of association or within two years of the law’s entry into force.

Legal specialists recommend that entrepreneurs and investors prepare early to ensure smooth company formation, compliance, and business continuity in Romania.

Step-by-Step: capital increase procedures Romanian Company

Strategic documentation preparation forms the foundation of successful compliance.

Organizations must balance legal precision with operational agility when modifying foundational documents to meet revised standards.

trade register documentation process

Drafting Constitutive Acts and Submissions

Modifying Articles of association requires shareholder approval through formal resolutions.

Romanian lawyers must draft updated Articles reflecting adjusted financial commitments while maintaining alignment with existing operational parameters.

Completed documentation packages must include shareholder agreements and bank deposit confirmations.

The trade register mandates electronic submission of these materials within 15 days of approval.

Common errors in draft versions often delay processing timelines.

Timelines and Compliance Deadlines

Compliance timelines under the proposed Romanian company law reforms focus on SRL share capital increases and related corporate compliance filings.

All limited liability companies (SRL) will be required to raise their minimum share capital to RON 8,000, either at the first amendment of their articles of association or within two years of the law’s entry into force.

Once approved, the shareholder resolution must be registered with the Romanian Trade Register within 15 days, with late submissions leading to administrative penalties.

Although no official deadlines apply to POS installation or payment infrastructure upgrades, businesses should align their banking arrangements and capital adjustments early to avoid being declared fiscally inactive by ANAF and facing operational delays.

Engaging professional legal and accounting services in Romania is strongly recommended to ensure smooth compliance and safeguard business continuity.

Professional guidance helps navigate overlapping requirements efficiently.

Managing Compliance and Fiscal Transparency for Business Success

Effective governance in Romania’s business environment requires close monitoring of regulatory updates and proactive adjustment to new fiscal rules.

The latest company law and tax reforms introduce obligations that connect corporate governance, banking compliance, and shareholder transactions, making coordinated management essential for business stability.

compliance risk management

Mitigating Risks and Avoiding Administrative Blockages

Under the draft reforms, share transfers involving controlling shareholders must be reported to the tax authorities within 15 days.

Where companies have outstanding debts to the state, the Romanian Trade Register may require financial guarantees from the company or incoming shareholders before registering the transfer.

At the same time, failure to maintain an active bank account or to meet the new minimum capital thresholds for SRLs may result in a declaration of fiscal inactivity by ANAF.

Companies declared inactive face serious tax consequences: they must continue paying taxes but lose the right to deduct expenses and face restrictions on VAT claims.

To prevent these risks, businesses should adopt three practical safeguards:

  • Regular audits of banking documentation and shareholder records

  • Immediate updates to Trade Register filings following ownership changes

  • Preemptive resolution of outstanding state debts before major corporate transactions

Specialized legal and accounting advisors in Romania provide real-time monitoring, representation during ANAF audits, and strategic planning to maintain compliance.

Prompt action is also critical when receiving notices from fiscal authorities: while deadlines vary by procedure, some ANAF processes grant only 30 days to submit corrective documentation, and missed deadlines may trigger enforcement measures such as account freezes or asset seizures.

Conclusion

Navigating Romania’s revised corporate framework demands strategic adaptation.

Limited liability companies in Romania face permanent operational changes rather than temporary fixes.

Successful adaptation requires proactive planning with legal specialists.

Organizations prioritizing these measures secure long-term viability in Romania’s transformed business environment.

Romanian legal expertise remains critical for interpreting evolving requirements while safeguarding growth opportunities.

FAQ – Romanian Company Law and Compliance (2025)

What is the minimum share capital for a limited liability company (SRL) in Romania?


Under the draft reforms to Law 31/1990, the minimum share capital for an SRL will increase from 1 RON to 8,000 RON.

Existing companies must align either at the first amendment of their articles of association or within two years of the law’s entry into force.

Certain regulated industries (e.g. banking, insurance) still require much higher thresholds under sector-specific rules.

How long does it take to open a bank account for a capital increase?


Romanian banks usually process share capital deposit accounts within 3–5 business days, provided that the company submits incorporation documents, shareholder identification, and complies with anti-money laundering (AML) checks under Law 129/2019.

What penalties apply for missing compliance deadlines during share transfers?


Failure to submit share transfer documentation to the Trade Register or ANAF within 15 days may result in fines of up to 5,000 RON.

Persistent non-compliance can also expose companies to fiscal inactivity status, which restricts VAT deductions and expense claims, though dissolution is not an automatic sanction.

Do constitutive acts and amendments require notarization?


Notarization is no longer mandatory for standard SRL incorporation or simple amendments since the 2020 simplification of Romanian company law.

However, notarization may still be required in special cases, such as share transfers involving real estate contributions or when parties choose additional contractual safeguards.

What tax obligations follow a capital increase?


Companies must notify ANAF and the Trade Register of any capital increase within 15 days.

While capital injections themselves are not subject to taxation, incomplete or incorrect documentation may trigger tax audits or reclassification of funds.

Can foreign shareholders participate in increasing share capital?


Yes. Foreign investors may contribute capital under the same conditions as Romanian nationals.

For cross-border transfers, companies must comply with AML documentation requirements, and transactions above €10,000 are subject to reporting obligations under Law 129/2019.