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Online Company Registration in Romania: Electronic Signature and ONRC Filing

by Simona Rotaru Company Formation in Romania, Corporate Law

Online company registration in Romania is available for many founders, including non-residents. The filing can be submitted electronically or through an authorised representative, but a valid electronic signature is only one part of the route. The documents, signing authority, identity checks and ONRC platform requirements must also align.

Documents required for online company registration in Romania including identification, electronic signature, power of attorney and ONRC filing
Remote incorporation depends on coordinating the founder’s identification, electronic signature, power of attorney, company documents and ONRC filing.

This guide explains the online filing route for foreign individuals, overseas companies and Romanian founders. It focuses on the relationship between electronic signatures, filing authority, documents and the National Trade Register Office platform. For the broader choice of entity, capital and corporate structure, see our company formation in Romania guide.

Can you register a Romanian company online?

Often yes, but online registration is not the same as an automatic paper-free process. The ONRC application can be filed electronically, while foreign-document formalities, identity verification, representation and bank onboarding may follow separate rules.

Romania’s National Trade Register Office online portal offers services including company-name reservation and incorporation. Law No. 265/2022 also regulates online company formation and electronic communication with the Trade Register.

Under Article 105 of Law No. 265/2022, the registrar may exceptionally request physical presence if there is a suspicion of identity falsification. The same provision states that physical presence is not required when the incorporation application and supporting documents, including the articles of association, were prepared by a public notary or lawyer. If presence is exceptionally requested during online formation, the remaining stages may still be completed electronically.

StageCan it be handled remotely?Important qualification
Name reservationNormally yesThe proposed name must satisfy Trade Register availability and naming rules.
Preparation of incorporation documentsYesThe documents must reflect the chosen structure, activities, management and registered office.
Signing and representationOften yesThe route may use a qualified electronic signature or a compliant power of attorney, depending on the document and filing method.
Trade Register filingYesElectronic filing must meet the portal’s technical and signature requirements.
Bank account onboardingBank-dependentBanks apply their own know-your-customer, beneficial-owner and risk procedures.
Sector permitsDepends on the activityRegulated activities may require separate authorisations before or after incorporation.

What are the steps for remote company formation in Romania?

The legal sequence is straightforward, but the filing route should be chosen before documents are signed. Select each step below to see its practical purpose.

Online filing roadmap
From signature to registration

Select a step to review what must be resolved before the next stage.

Confirm the structure

Choose the company type, shareholders, directors, activities, decision rules and capital before preparing the filing documents.

  1. Confirm the company structure. Decide the entity type, ownership, administrators, business activities and signing authority. An SRL is common, but it should not be selected automatically when investment, governance or regulated activities require another structure. See our 2026 guide to Romanian limited liability companies.
  2. Reserve the company name. Submit alternatives that comply with the Trade Register rules. Our separate guide explains how to register a company name in Romania.
  3. Establish the registered office. Every Romanian company needs a valid registered office and supporting title to use the address. For the documents commonly used in an incorporation file, see our foreign-founder document checklist.
  4. Prepare, formalise and translate the documents. Coordinate the articles of association, identity or corporate records, declarations, beneficial-owner information, office evidence and powers of attorney. Foreign public documents may require apostille, legalisation or an applicable exemption, depending on the issuing state, bilateral treaties, EU legislation and the nature of the document, followed by an authorised Romanian translation where required.
  5. Sign and file through the selected route. If the electronic filing route is used, the signature and submission must satisfy the applicable ONRC technical and procedural requirements. A properly authorised representative may provide an alternative route, provided that the authority granted complies with the requirements applicable to the filing.
  6. Complete post-registration onboarding. After incorporation, organise accounting, tax registrations or options, bank onboarding, employment setup and any permits required for the actual activity.

Which documents do foreign founders usually need?

The exact file depends on whether the shareholder is an individual or a foreign company, the founder’s country, the administrators, the registered office and the intended activities. Do not sign foreign documents until their Romanian formality and translation route has been checked.

Founder or issueTypical documents or informationRemote-formation check
Foreign individual shareholderValid identity document, personal details, declarations and specimen/signing information as applicableConfirm legibility, validity, signature method and whether additional identification evidence is required.
Foreign corporate shareholderRecent company extract, constitutional documents, representation evidence and corporate approvalConfirm issue date, competent signatory, apostille or legalisation and Romanian translation.
AdministratorIdentity data, acceptance and statutory declarationsCheck eligibility, tax-identification implications and the signing route.
Company constitutionArticles of association specifying ownership, management, activities, capital and governanceAlign every translated or signed version. See our articles of incorporation guide.
Registered officeDocument proving the right to use the Romanian address and any required supporting recordsConfirm permitted use, term and consistency with the filing.
Beneficial ownerBeneficial-owner information and any declaration required under the legislation applicable at the time of filingTrace the ownership chain and identify the natural persons who ultimately own or control the company.
RepresentativePower of attorney or lawyer’s authority, depending on the routeMatch the scope, form and authentication requirements to the acts the representative will perform.

Do founders need a qualified electronic signature?

A qualified electronic signature may support electronic filing, but its legal validity does not, by itself, make it sufficient for every ONRC submission. A founder may instead use a properly authorised representative, provided that the power of attorney complies with the form requirements applicable to the specific filing and the jurisdiction where it is executed.

The signature route should be tested before execution. Romania’s framework includes Law No. 214/2024 on electronic signatures and trust services, while the Trade Register procedure is governed specifically by Law No. 265/2022 and the portal’s filing requirements. The availability of electronic filing depends not only on the legal validity of the electronic signature but also on the technical and procedural requirements imposed by the National Trade Register Office.

Remote identity checks may also involve regulated identification services. The Romanian Authority for Digitalisation publishes information on remote identification by video means, but the availability and acceptance of a particular method still depend on the institution and transaction.

Is a Romanian notary always required?

No. Notarial involvement is not a universal requirement for every remote Romanian incorporation. It may nevertheless be necessary or useful for a particular power of attorney, foreign public document, contribution, identity issue or transaction-specific formality.

The correct answer depends on the document, the country where it is issued and the chosen filing route. For foreign founders, the practical question is usually not “Do I need a notary for the company?” but “Which document, if any, needs notarisation, apostille or legalisation, and in which country?”

How long does remote incorporation take?

Romanian law provides a short decision period for a complete Trade Register application, but that is not a guaranteed end-to-end formation time. Document collection, foreign formalities, translations, corrections, registered-office arrangements and bank checks sit outside that narrow decision window.

Under Articles 105 and 107 of Law No. 265/2022, the registrar generally resolves complete applications on documents within one working day and, when the legal requirements are met, orders registration according to the statutory procedure. Procedural exceptions, requests for additional evidence or a need to remedy the file may affect this stage. The one-working-day period should not be advertised as the total time needed by a foreign founder.

If the file is incomplete or does not meet the legal requirements, Article 106 allows a remedy or completion period of up to 15 calendar days. The practical schedule should therefore separate:

  • preparation time for the corporate structure and registered office;
  • time for foreign documents, apostille or legalisation and translation;
  • the Trade Register review of a complete filing;
  • time needed to cure any filing defect; and
  • post-incorporation bank, accounting, tax and licensing steps.

Is the bank account part of the online incorporation?

No. Company registration and bank onboarding are separate processes. Incorporation by the Trade Register does not compel a bank to open an account remotely or remove its customer due-diligence requirements.

Each bank decides what identification, beneficial-owner, source-of-funds and business-model evidence it needs. Some institutions offer remote onboarding in eligible cases; others may request a video identification, additional documents or physical attendance. Founders should compare banking routes early, especially where the ownership chain is international or the activity carries heightened compliance risk. See our guide to opening a Romanian business bank account as a non-resident.

What most often delays a remote filing?

Common error 1

Signing before the route is confirmed. The founder signs documents that later require a different form, signature or authentication.

Common error 2

Using inconsistent identity or corporate data. Names, addresses, registration numbers or signatory capacities differ across extracts, translations and the articles of association.

Common error 3

Treating the bank as part of ONRC registration. The company is incorporated, but operations are delayed because bank onboarding was not planned separately.

Common error 4

Choosing activities without checking authorisations. A company may be registered while its actual regulated activity still requires a permit, approval or professional condition.

Remote formation checklist for a foreign founder

  1. Confirm the Romanian entity, ownership, administrators and business activities.
  2. Choose the online filing or legal-representation route before signing documents.
  3. Check each foreign document for issue date, apostille or legalisation and Romanian translation.
  4. Secure a compliant registered office and align the supporting document with the intended filing.
  5. Map the beneficial owners through the complete international ownership chain.
  6. Verify the signature and authority of every shareholder, administrator and representative.
  7. Submit one consistent, complete file through the National Trade Register Office route.
  8. Plan banking, accounting, tax and sector-specific compliance as separate workstreams.

The bottom line

Remote company formation in Romania is a workable route for many foreign founders, but it is not a single universal online form. The successful approach coordinates Romanian incorporation requirements with the founder’s home-country documents, a valid signing or representation route, registered-office evidence and separate post-registration onboarding.

Frequently asked questions

Can a foreigner open a company in Romania without travelling there?

Often yes. The filing can be completed electronically or through a properly authorised representative. The final route depends on the founder’s documents, their country of issue, the signing method, identity checks and the requirements of any bank or regulated authority involved after incorporation.

Does every foreign founder need a Romanian electronic signature?

No. A qualified electronic signature may support electronic filing, but acceptance also depends on the technical and procedural requirements imposed by the National Trade Register Office. Legal representation can provide another remote option, provided that the power of attorney satisfies the requirements applicable to the filing and place of execution.

Does a remote incorporation always require a notarised power of attorney?

No universal rule applies to every file. The required form depends on the representative’s acts, the document, the country of execution and applicable Romanian and international formalities. Some powers or foreign documents may require notarisation, apostille or legalisation; others may follow a different route.

Can the Romanian Trade Register ask a founder to appear in person?

Exceptionally, yes. Article 105 of Law No. 265/2022 permits a request for physical presence where there is a suspicion of identity falsification. The law also provides that presence is not required when the application and supporting documents, including the articles of association, were drawn up by a public notary or lawyer.

Is a Romanian bank account opened automatically after registration?

No. The Trade Register incorporates the company, while the chosen bank conducts its own onboarding and compliance review. Remote availability varies by bank and case, especially for non-resident founders, foreign corporate shareholders and complex beneficial-ownership structures.

How long does remote company formation in Romania take?

The registrar’s statutory decision period for a complete application is not the same as the total project time. Foreign-document formalities, translations, registered-office arrangements, corrections and bank onboarding can extend the schedule. A realistic estimate requires review of the specific founders and documents.

Planning to establish a Romanian company remotely?

Atrium Romanian Lawyers assists foreign individuals and international companies with structuring, document preparation, powers of attorney, Trade Register filings and coordinated post-incorporation steps.

Discuss your remote formation route

AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.

Crypto Romania 2025

What is a Beneficial Owner and How to Declare It in Romania

by Simona Rotaru Consulting, Corporate Law

Who is the beneficial owner of a Romanian company?

The beneficial owner is the natural person who ultimately owns or controls a company. Romanian companies must identify that person correctly, record the means of control and update the Trade Register when the relevant information changes.

Shareholder or controller
Romanian company
Ultimate beneficial owner

Select the relevant identification test:

Direct or indirect ownership

A holding of 25% plus one share, or a participation of more than 25% in the capital, is an indication of direct ownership when held by a natural person. Indirect ownership may exist through one or more controlled entities.

Key point: most Romanian companies do not file a beneficial-owner declaration every year. The usual filing moments are incorporation and any later change concerning the beneficial owner or that person’s identification data. Apart from incorporation and subsequent changes, an annual filing obligation applies only to the entities described in Article 56(1³) of Law no. 129/2019.

How is a beneficial owner identified in Romania?

Article 4 of Law no. 129/2019 defines a beneficial owner as any natural person who ultimately owns or controls a legal entity, or the natural person on whose behalf a transaction or activity is conducted.

For a company, identification normally follows three levels:

Direct or indirect ownershipA holding of 25% plus one share, or a participation of more than 25% in the capital, is an indication of direct ownership when held by a natural person. Indirect ownership may exist through one or more controlled entities.
Control through other meansA person may be the beneficial owner even without crossing the ownership threshold if that person ultimately controls the company through voting arrangements, contractual rights or other means.
Senior managing officialIf no natural person is identified after all possible means have been exhausted, and there is no ground for suspicion, the law uses the natural person or persons holding the position of senior managing official as the fallback.
Document the conclusionThe company should be able to explain the ownership chain, the applicable criterion and the manner in which control is exercised. A percentage alone may not answer the question in a complex structure.
Common mistakeTreating every shareholder owning exactly 25% as an automatic beneficial owner. The statutory ownership indicator is 25% plus one share or a capital participation exceeding 25%; control through other means must still be analysed separately.

Which Romanian entities must declare their beneficial owners?

Persons subject to registration with the Romanian Trade Register must provide beneficial-owner information under Article 56 of Law no. 129/2019. At incorporation, the obligation may also be fulfilled by including the required identification data and means of control in the articles of association.

The person making the declaration is the company’s legal representative. The analysis behind the declaration should cover the full ownership and control structure, particularly where the Romanian company has foreign corporate shareholders, nominee arrangements or several intermediate holding companies.

For foreign founders incorporating locally, beneficial-owner identification should be coordinated with the wider Romanian company formation process and the supporting corporate documents collected from each jurisdiction.

When must a beneficial-owner declaration be filed?

Filing eventWho is affected?DeadlinePractical point
IncorporationLegal entities subject to registration with the Trade RegisterAs part of the incorporation filingThe obligation may be fulfilled through the articles of association if all required data and means of control are included.
Change of beneficial owner or identification dataRegistered legal entities affected by the changeWithin 15 days from the date of the changeA share transfer, restructuring or change of personal data should trigger an immediate review.
Annual declarationOnly entities within Article 56(1³)Within 15 days after approval of the annual financial statementsThis is not a universal annual obligation.
Existing companiesAccording to the official ONPCSB guidance, a company that has filed at least one declaration after Law no. 129/2019 entered into force generally files a new declaration only when the beneficial owner or the relevant identification data changes, unless it belongs to the special annual-filing category.

Who has an annual filing obligation?

Apart from the filing required at incorporation and following subsequent changes, the additional annual filing obligation applies only where the registered entity has, in its shareholding structure, entities incorporated, registered or fiscally resident in:

  • non-cooperative jurisdictions for tax purposes;
  • jurisdictions presenting a high money-laundering or terrorist-financing risk; or
  • jurisdictions monitored by relevant international bodies for money-laundering or terrorist-financing risk.

The lists are not static. They are updated by the competent international bodies and published through official channels. Reference should be made to the applicable EU, FATF and Romanian-designated lists in force at the relevant filing date rather than to a fixed list copied from an older source.

Do not assume an annual declaration is requiredA Romanian SRL with a straightforward Romanian or EU ownership structure will not normally fall within the annual-filing rule merely because it has foreign shareholders. The precise jurisdiction and every entity in the shareholding chain must be checked.

What information must the declaration contain?

Article 56(2) and (3) requires the declaration of each beneficial owner’s identification data and the manner in which control is exercised. The information includes:

  • full name;
  • date of birth;
  • personal numerical code, where one has been assigned;
  • series and number of the identity document;
  • citizenship;
  • domicile or residence; and
  • the manner in which the person exercises ultimate ownership or control.

The control description should identify the relevant legal criterion and the ownership chain. Generic wording may be insufficient where control is indirect or based on contractual or voting rights.

How can the declaration be signed and submitted?

At incorporation, Article 56(6) allows the beneficial-owner data and the means of control to be included in the articles of association. Outside that step, Article 56(5) sets the principal form of the declaration. The availability and technical requirements of electronic filing are governed by the current ONRC procedures and online platform requirements, which should always be verified before submission.

Document or signature formAvailable submission routeImportant condition
Declaration made before an ONRC representativeAt the competent Trade Register officeThe declarant follows the current office procedure and uses the applicable form.
Declaration with a certain date from a notary or attested by a lawyerFiled personally or through a representativeThis is the route expressly provided by Article 56(5); the representative’s authority must also be valid for the filing.
Electronic filing through ONRC MyPortalONRC online servicesCheck the live ONRC requirements for the accepted document format, electronic signature and representation route before submission.

ONRC provides electronic filing through ONRC MyPortal. The current form, accepted document format, electronic-signature requirements and filing category should be checked immediately before submission.

Which corporate changes require a new UBO review?

A formal review should take place whenever an event can change ultimate ownership, control or the identification data already recorded. Examples include:

  • a transfer of shares or participation interests;
  • an issue, cancellation or redistribution of shares;
  • a change in the foreign ownership chain;
  • a shareholder agreement changing voting or appointment rights;
  • a merger, demerger or internal group reorganisation;
  • a change concerning the person used as senior managing official; or
  • a change in a beneficial owner’s identity-document, residence or other declared data.

A transaction may therefore require both the corporate registration steps explained in our guide to changing shareholders in a Romanian company and a separate beneficial-owner filing. Rights created in a Romanian shareholder agreement should also be checked for control through other means.

What are the penalties for non-compliance?

Under Article 57 of Law no. 129/2019, failure by the legal representative to submit the declaration constitutes an administrative offence punishable by a fine from RON 5,000 to RON 10,000.

If the declaration is still not submitted within 30 days after the sanction is applied, the competent tribunal may order the company’s dissolution at the request of the National Trade Register Office. The ground for dissolution can be remedied before final submissions on the merits.

Check the applicable sanctionSome online sources refer to higher sanction ranges. However, the specific sanction generally associated with failure to file the beneficial-owner declaration under Article 57(1) is a fine ranging from RON 5,000 to RON 10,000, followed by the possible dissolution procedure described above if non-compliance continues.

Beneficial owner Romania: practical filing workflow

Filing map

From ownership review to Trade Register update

A reliable filing starts with the complete ownership chain, not with the declaration form. Select a stage to see its practical purpose.

Map ownership

Trace each direct and indirect corporate shareholder until the natural persons at the end of the ownership and control chain are identified.

Checklist for foreign-owned Romanian companies

Collect the ownership chartTrace every corporate shareholder to the ultimate natural persons.
Verify current documentsUse up-to-date registry extracts, identity documents and constitutional records.
Calculate direct and indirect holdingsDo not stop at the first foreign holding company.
Review other control rightsCheck voting agreements, vetoes, appointment powers and contractual control.
Check the filing triggerConfirm whether the event is incorporation, a change or the limited annual obligation.
Check current jurisdiction listsDo not rely on an old article or a fixed list copied from another source.
Use consistent dataNames, addresses and identification details should match the supporting records.
Keep evidence of filingRetain the submitted declaration, registration proof and the ownership analysis.

Need assistance with a Romanian beneficial-owner filing?

Atrium Romanian Lawyers assists Romanian companies, foreign founders and international groups with beneficial-owner analysis, declarations, shareholding changes and Trade Register filings.

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Frequently asked questions

Does every Romanian company file a beneficial-owner declaration annually?

No. Most companies file at incorporation and when the beneficial owner or the declared identification data changes. Apart from those filing events, an additional annual obligation applies only to the entities described in Article 56(1³) of Law no. 129/2019.

What is the ownership threshold for a beneficial owner in Romania?

Holding 25% plus one share, or a participation exceeding 25% of the capital, indicates direct ownership by a natural person. Indirect ownership and control through other means must also be considered.

What is the deadline after a change?

The declaration must be filed within 15 days from the date on which the beneficial owner or the relevant identification data changes.

Can the declaration be submitted online?

ONRC provides electronic filing through its online services. Before using that route, check the live platform requirements for the applicable form, accepted document format, electronic signature and representation. Article 56(5) also provides for a declaration made before an ONRC representative or filed personally or through a representative with a certain date from a notary or an attorney attestation.

Can a lawyer assist with the declaration?

Yes. A Romanian lawyer can analyse the ownership and control chain, prepare or attest the declaration where appropriate, represent the company in the filing and coordinate it with related corporate registrations.

What happens if the declaration is not filed?

The legal representative may receive a fine from RON 5,000 to RON 10,000. Continued non-compliance for 30 days after the sanction may lead to a court dissolution request by the National Trade Register Office.

Related corporate guides

Disclaimer: This article provides general information and does not constitute legal advice. Beneficial-owner status and filing obligations depend on the current legislation, ownership structure, control rights and facts of each company.

AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.