Limited liability company in Romania

There are numerous advantages to creating an SRL in Romania. Owners of such a company have limited financial liability only to the amount they have invested in the company’s capital. The minimum share capital is only 1 RON, which makes the SRL accessible even to small entrepreneurs. Additionally, Romania allows foreigners to own and operate an SRL without any restrictions based on nationality. Owners can also choose any unique name for their company, provided that it is available in the Romanian Trade Register.

On the other hand, creating a limited liability company in Romania has its drawbacks. The registration process requires documents, declarations, name reservation, a registered office, and tax registration. These steps can be especially burdensome for foreign founders who are not familiar with Romanian administrative practice. In addition, the Romanian tax environment changed significantly in 2025 and 2026. The micro-company regime is still attractive, but it is now more limited. Dividend taxation is also higher than in previous years, which means that companies planning regular profit distributions should calculate the full tax burden before choosing Romania.

Romanian SRL in 2026: quick tax and compliance snapshot

The most important change for entrepreneurs is that the old, very broad Romanian micro-company regime has become more selective. Romania can still be attractive, but the strongest benefits are now concentrated in specific business models: small service companies, high-margin businesses, companies that qualify for the micro-company regime, and entrepreneurs who need an EU company with moderate operating costs.

Conditions necessary to establish a limited liability company in Romania

To establish a limited liability company in Romania, several conditions must be met and the appropriate documents submitted. The company must be registered with the Romanian Trade Register, and after incorporation it must comply with tax, accounting, and beneficial ownership requirements.

Requirements:

• be over 18 years old and have full legal capacity;
• the business must be owned by at least 1 person, regardless of origin, or by 1 legal person;
• the business must be managed by at least 1 director, who does not have to reside in Romania;
• the share capital must be at least 1 RON;
• a unique company name must be chosen and reserved or confirmed as available in the Trade Register;
• legal registration is required in the Trade Register (onrc.ro);
• tax registration with the National Agency for Fiscal Administration (anaf.ro);
• the company must have a Romanian registered office address;
• the company must keep accounting records and file the required tax and financial reports.

Documents:

When choosing the Company Romania’s registration service, only an ID card and a few pieces of information are required from the client, while attempting to register independently will require, among other things:

• a confirmed scan of the identity document, such as an ID card or passport;
• an application for SRL company registration, completed online or in paper form, together with tax-related declarations;
• a document confirming the availability or reservation of the chosen company name;
• the company’s articles of association with information on the company profile, shareholders, and directors;
• signature specimens of company shareholders and representatives, where required;
• information regarding the tax residency of shareholders, including tax registration information;
• a declaration regarding beneficial ownership and other declarations required by Romanian law;
• documents confirming the registered office address.

The above are the most important documents necessary for setting up an SRL in Romania. The complete list of requirements can be found on the website of the Romanian Ministry of Justice or the Commercial Register website (onrc.ro). In practice, however, the exact documentation may depend on the founder’s nationality, whether the shareholder is a natural or legal person, the chosen business activity, and whether VAT registration or additional permits are required.

Taxation of a Limited Liability Company in Romania in 2026

The taxation system for a limited liability company in Romania is still relatively easy to understand, but it is no longer as generous as it was a few years ago. Enterprises are generally taxed either under the micro-company revenue tax regime or under the standard corporate income tax regime.

For 2026, the main distinction is as follows:

• qualifying micro-enterprises can apply 1% tax on revenue, generally up to EUR 100,000 annual revenue and subject to conditions;
• companies outside the micro-company regime generally pay 16% corporate income tax on taxable profit.

This means that the tax advantage of Romania is strongest when the company is small, profitable, and able to meet the micro-company requirements. Once the company grows beyond the micro threshold, the standard 16% profit tax becomes much more relevant. For this reason, business planning should include not only the first year of activity, but also the expected growth path of the company.

Tax rates for micro-enterprises

• 0% tax on contributed capital, which must be at least 1 RON;
• 1% tax on revenue for qualifying micro-enterprises, generally up to EUR 100,000 annual revenue and subject to legal conditions;
• at least one employee is generally required for the micro-company regime;
• 16% tax on dividends distributed from 2026.

Tax rates for companies outside the micro-company regime

• 0% tax on contributed capital;
• 16% corporate income tax on taxable profit;
• 16% tax on dividends distributed from 2026.

VAT tax

The standard VAT rate in Romania is 21%. A reduced VAT rate of 11% applies to selected goods and services. From 1 September 2025, Romania increased the small-enterprise VAT exemption threshold to RON 395,000. For an SRL, VAT planning is important because VAT affects pricing, cash flow, B2B relations, intra-EU transactions, and whether the company needs to charge Romanian VAT on invoices.

For many international service businesses, VAT registration is not only a tax issue but also a commercial one. Some clients prefer working with VAT-registered companies, while other small businesses may prefer to remain outside VAT until registration becomes mandatory or commercially useful. This should be analyzed before incorporation, especially if the company will invoice EU clients, sell digital services, trade goods, or operate through online platforms.

Romania after the 2025–2026 tax changes: still attractive, but more selective

Romania remains attractive, but the reasons are more nuanced than before. In the past, many entrepreneurs looked at Romania mainly because of the very broad micro-company regime and low dividend taxation. In 2026, the micro-company regime is narrower and the dividend tax is higher. This does not mean that Romania is no longer interesting. It means that Romania is now especially attractive for companies that fit the right profile.

An SRL in Romania may still be a strong solution for entrepreneurs who:

• expect annual revenue below the micro-company threshold;
• operate with high margins and relatively low costs;
• need an EU company for international invoicing and commercial credibility;
• work in IT, marketing, consulting, online services, trade, or other scalable activities;
• want to separate personal and business liability;
• are ready to use proper accounting and compliance support.

At the same time, Romania may be less attractive than before for entrepreneurs who plan to distribute large profits every year, quickly exceed EUR 100,000 in annual revenue, or compare Romania only with lower-tax jurisdictions such as Bulgaria. In such cases, it is worth comparing the full tax burden, including corporate tax, dividend tax, VAT, accounting costs, banking, and compliance.

SRL or sole proprietorship in Romania?

Many entrepreneurs compare an SRL with a sole proprietorship before entering Romania. A sole proprietorship may be simpler and cheaper to maintain, but it does not offer the same level of liability protection or commercial credibility. An SRL is usually more appropriate when the business will work with corporate clients, employ people, apply for VAT, sign larger contracts, or operate internationally.

A sole proprietorship can be suitable for smaller, personal activities, especially when the entrepreneur does not need a separate legal entity. However, an SRL is often the better long-term choice when the founder wants to build a company rather than simply register self-employment. Read more about sole proprietorship in Romania if you are comparing both options.

Is it worth setting up a limited liability company in Romania?

There are several reasons why setting up an SRL in Romania can still be beneficial. Romania has improved many digital and administrative procedures in recent years, and the Romanian Trade Register provides online services such as company name verification, online applications, electronic documents, and access to company information. The country is also part of the European Union, which gives Romanian companies access to the EU single market and the credibility of operating under an EU legal framework.

Romania’s economy also remains relevant for entrepreneurs. The OECD Economic Survey of Romania 2026 notes high firm entry rates in Romania, while the European Innovation Scoreboard 2025 points to a strong SME sector and above-average foreign direct investment inflows. These indicators do not mean that Romania is perfect. They do, however, show that Romania is not only a tax location, but also a dynamic business environment with active company creation and a significant role for foreign-controlled enterprises.

The main conclusion is that Romania is no longer a “one-size-fits-all” low-tax jurisdiction. It is a good choice when the structure fits the entrepreneur’s actual business model. For a small, high-margin service company that qualifies for the micro-company regime, Romania may remain highly attractive. For a company that expects fast growth above the micro threshold, it is worth calculating whether the 16% corporate income tax and 16% dividend tax are still competitive compared with alternatives such as Bulgaria, Hungary, or Estonia.

Contact us to set up a limited liability company.