Romania
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Several types of companies are available under the Companies Law no. 31/1990:
- joint-stock companies (SA);
- limited liability companies (LLC);
- general partnerships (SNC);
- limited partnerships (SCS).
However, the corporate vehicle most commonly used by foreign investors to conduct business in Romania is the limited liability company (LLC), a legal form which offers a flexible organizational and operational structure.
The incorporation procedure is essentially the same for all these companies. Incorporation applications are submitted online via the Trade Registry’s official digital platform. All incorporation documents must be signed either in wet ink or with a qualified electronic signature.
In terms of costs, a standard fee of RON 152 (approximately EUR 30) is charged by the Trade Registry for the incorporation of a limited liability company (LLC).
Once the application has been processed, the documents are issued in digital format via the same platform. The documents issued by the Trade Registry are digitally signed using a qualified electronic signature and have the legal force of an original.
With regard to corporate books and records, there are some which may be kept digitally, such as certain accounting books or the Registry of Shareholders, while the Employees Registry (REGES) is kept online.
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There is no minimum number of shareholders required for an LLC, meaning that an LLC may have a sole shareholder, Romanian or foreign investor, whether an individual or a legal entity.
An LLC may be incorporated without an initial capital contribution. However, at least 30% of the subscribed share capital must be paid-up within 3 (three) months of the date of incorporation, but before the company carries out any activities. The remaining subscribed share capital must be paid-up as follows:
- For cash contributions: within 12 (twelve) months of the date of incorporation;
- For contributions in kind: within maximum 2 (two) years from the date of incorporation.
As of 2025, the minimum share capital required for newly incorporated LLCs is RON 500 (around EUR 100).
For companies with a net turnover exceeding RON 400,000, the minimum share capital is RON 5,000.
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There are no differences between individuals and legal entities with respect to incorporating procedure or holding an interest in a Romanian company.
However, foreign individuals who are citizens of EU Member States staying in Romania for more than 3 (three) months must obtain a registration certificate from the General Inspectorate for Immigration (IGI), which includes a Romanian personal identification number (CNP). A different regime applies to NON-EU citizens who must obtain a residence permit.
If foreign individuals (EU and NON-EU Member States) stay in Romania for more than 183 days during any period of 12 (twelve) consecutive months, they must submit a questionnaire to the Romanian Tax Authorities to determine their tax residency status in Romania.
In some cases, specific requirements concerning the notification or authorization of foreign direct investments must also be complied with.
Investments potentially affecting national security or public order, particularly in sensitive sectors such as critical technologies, infrastructure, energy and defence, may be subject to notification and screening by the Commission for the Examination of Foreign Direct Investments (CEISD), including where the investor is from an EU Member State.
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There are no residence, nationality or tax domicile requirements applicable to the directors, managers or legal representatives of the LLC.
The appointment of a person as a director is subject to compliance with the legal requirements concerning their capacity and the absence of any applicable incompatibilities or legal bans.
In this regard, the law establishes certain requirements and interdictions applicable to persons holding management positions in companies. Accordingly, incapacitated persons as per the law and those who have been prohibited from acting as directors as an additional criminal penalty following a conviction for offences against property involving a breach of trust, corruption offences, embezzlement, forgery of documents, tax evasion, or offences provided for under special legislation on the prevention and combating of money laundering, may not act as directors of a company.
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The relevant contacts at GRUIA DUFAUT LAW OFFICE for assisting foreign investors with corporate establishment and ongoing compliance matters are:
Mrs. Teodora KOLETSIS – Partner;
Mrs. Cristina BOJICA – Partner;
Mrs. Gabriela POPESCU – Senior Associate.
Email: office@gruiadufaut.com
