Essential Documents for Foreign Founders Starting a Business in Romania
Company formation in Romania
Essential Documents for Foreign Founders Starting a Business in Romania
Starting a business in Romania requires more than choosing a company name. The incorporation file must connect the founders, ownership structure, registered office, activities, management and beneficial-owner information in a form accepted by the Trade Register.
This guide explains the documents commonly required for foreign founders and why the correct route depends on the founder’s country, legal form, activity and filing method.
Short answer: the core file usually includes founder and administrator identification, company-name information, proof of the registered office, articles of association, beneficial-owner information and the forms required by the ONRC. Foreign corporate shareholders may need additional registry, authority, translation and legalisation documents.
What Documents Are Needed?
The exact list is not identical for every applicant. An individual founder, a foreign company acting as shareholder, an EU citizen, a non-EU national and a representative acting under a power of attorney may face different document and signing requirements.
Individual founder
Usually needs a valid identity document, personal details, ownership and management information, beneficial-owner information and the declarations required for the application.
Foreign corporate shareholder
Usually needs a current registry extract or equivalent, evidence of legal existence, a corporate approval to invest and appoint representatives, and proof of the signatory’s authority.
Authorised representative
Needs a power of attorney or other authority in the form required for the filing. The document may need authentication, apostille or legalisation and an authorised Romanian translation.
Core Documents for a Romanian Company Formation File
Identity documents
Passports or identity documents for shareholders, administrators and other relevant persons. The required copy, format and translation depend on the filing route and the document’s origin.
Company name
Prepare several compliant name options and obtain the current ONRC proof or reservation document required for the incorporation route.
Registered office
Provide evidence of the right to use the Romanian premises, such as a lease, ownership document or another legally acceptable document. The arrangement should be checked for the intended activity.
Articles of association
The constitutional document should address the legal form, shareholders, capital, activities, management, representation and decision-making rules required by Romanian company law.
Beneficial-owner information
The ownership and control chain must be identified and reflected in the information or declaration required for the company-formation file.
ONRC forms and declarations
The application, declarations and supporting forms must be completed using the current ONRC requirements. The exact forms depend on the legal form and the requested registrations.
Additional Documents for Foreign Corporate Shareholders
When the shareholder is a company incorporated outside Romania, the Trade Register file normally needs evidence that the shareholder exists and that the persons signing or approving the investment have authority to do so.
Registry evidence
A recent extract or equivalent official document may be needed to show the foreign company’s legal existence, registered office, directors and ownership information.
Corporate resolution
The foreign shareholder may need a resolution approving the Romanian investment, the participation in the Romanian company and the appointment of the relevant representative.
Authority to sign
The file should show who may sign the articles of association, power of attorney and other documents on behalf of the foreign company.
Formalities abroad
Depending on the issuing country and document type, authentication, apostille or legalisation may be required before the document can be used in Romania.
There is no universal rule that every foreign document must be notarised or apostilled. The correct form depends on the issuing state, applicable international instruments, the document and the ONRC filing requirements at the time of submission.
Romanian Translations and Document Formalities
Documents submitted to Romanian authorities generally need to be usable in Romanian. A foreign-language document may require an authorised Romanian translation, and the translation may need to follow the form required for that document and filing route.
Before ordering translations or legalisation, check the complete document chain. A translation cannot cure a missing corporate resolution, an expired registry extract or a signatory who lacks authority.
Choosing the Legal Structure and Current Capital Rules
The documents depend on whether the founder chooses an SRL, an SA, a branch or a representative office. An SRL is often suitable for a privately held operating business, but the right structure depends on ownership, funding, governance, activity and the relationship with any foreign parent.
SRL
For a newly incorporated SRL, the minimum share capital is RON 500 under the current rules introduced by Law No. 239/2025. An existing SRL whose reported net turnover exceeds RON 400,000 may face a separate capital-increase obligation under the applicable timing rules.
SA
An SA has different capital, governance and incorporation requirements. The file should be prepared against the rules applicable to the proposed share structure and offering model.
Branch or representative office
These are not interchangeable with a Romanian subsidiary. The foreign parent’s constitutional documents, registry evidence and authority documents become central to the filing.
The current minimum-capital rules should be checked at the time of filing, especially where the founder is incorporating an SRL or modifying an existing Romanian company. The ONRC identifies Law No. 239/2025 as the source of the current SRL capital changes.
Registered Office and Activity Documents
The registered office requires evidence of the right to use the premises. A domiciliation or virtual-office arrangement may be possible in appropriate circumstances, but the document, provider and intended activity must be checked rather than assumed to be interchangeable with an operating location.
Activity codes should be selected under the current CAEN classification. Regulated activities may require additional approvals, professional qualifications or operating authorisations. Company registration alone does not automatically authorise every activity listed in the articles of association.
How the Documentation Process Works
Map the founders and structure
Identify shareholders, administrators, beneficial owners, the legal form and whether a foreign company is involved.
Check the activities and office
Confirm the CAEN activities, any special authorisations and the document supporting the Romanian registered office.
Collect foreign documents
Obtain current registry evidence, corporate resolutions, signatory authority and any required powers of attorney.
Complete formalities
Arrange translations and, where necessary, authentication, apostille or legalisation before the filing is submitted.
File and respond
Submit the complete application through an available ONRC route and address any request for correction or additional documents.
Can Foreign Founders Complete the Process Remotely?
Often, yes, but remote handling is document-dependent. A founder may act through an authorised representative where the authority document and filing route meet the applicable requirements. Online submission also depends on the current ONRC platform, signature and document-format rules.
Company formation, bank onboarding, tax registration, immigration status and permission to conduct regulated activities are separate questions. Incorporating a company does not automatically give a founder the right to live or work in Romania.
Tax and VAT: Keep These Questions Separate
The incorporation file and the company’s tax position are related but not identical. Microenterprise eligibility, profit tax, VAT registration, dividend taxation, e-Factura and sector-specific tax rules depend on the company’s facts and the law applicable at the relevant time.
For that reason, this documents guide does not state fixed tax rates or turnover thresholds as permanent formation rules. Those matters should be reviewed separately with the company’s Romanian tax adviser.
How Atrium Romanian Lawyers Can Help
Document mapping
We identify the documents required for the founder, foreign shareholder, administrator, registered office and intended activity.
Cross-border formalities
We help coordinate corporate resolutions, powers of attorney, translations and document-form requirements for foreign founders.
ONRC filing strategy
We prepare the formation route around the ownership structure, governance, activities, capital and post-registration needs.
Frequently Asked Questions
What documents does a foreigner need to start a company in Romania?
The core file commonly includes identity documents, company-name information, registered-office evidence, articles of association, beneficial-owner information, declarations and the current ONRC forms. The exact list depends on the founder and legal structure.
What extra documents are needed if the shareholder is a foreign company?
The file may require a current registry extract or equivalent, a corporate resolution, proof of signatory authority and documents concerning the foreign company’s ownership or control. Translation and legalisation requirements depend on the issuing jurisdiction and document.
Do foreign documents always need an apostille?
No. The requirement depends on the issuing country, applicable treaties or legal rules, the document and the filing route. The document chain should be checked before translation and submission.
Do documents need to be translated into Romanian?
Foreign-language documents used in the Romanian filing generally need to be made available in Romanian in the form accepted for that document and procedure. The required translation and certification should be confirmed case by case.
Can I incorporate a Romanian company without visiting Romania?
Often, yes, through an authorised representative or an eligible online route. Whether this is possible depends on the documents, signatures, powers of attorney, identity checks, banking and any sector-specific requirements.
What is the minimum share capital for a new SRL in 2026?
Under the current rules identified by the ONRC, a newly incorporated SRL has a minimum share capital of RON 500. Existing companies may be subject to separate obligations linked to net turnover and the transition rules in Law No. 239/2025.
Does company registration automatically give me a residence permit?
No. Company ownership or incorporation and the right to enter, reside or work in Romania are separate legal questions. Immigration eligibility should be assessed independently.
Does company registration authorise every activity listed in the articles?
No. Some activities require additional authorisations, professional qualifications, licences or operating conditions. The intended activity should be checked before the articles and filing are finalised.
Related Company Formation Resources
Official reference: Current forms, filing routes and procedural information should be checked on the ONRC website and its online portal. The ONRC lists Law No. 31/1990, Law No. 265/2022 and Law No. 239/2025 among the relevant national legislation. The exact document requirements may vary with the founder, jurisdiction, legal form and proposed activity.
Disclaimer: This page provides general information only and does not constitute legal advice, a legal opinion or the creation of a lawyer-client relationship. Legal solutions depend on the specific facts and documents involved.
AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.
