How to Set Up an Entity in Romania

Setting up a legal entity in Romania offers a compelling opportunity for businesses looking to tap into the broader European Union market. Romania boasts a strategic geographical location in Eastern Europe, a well-educated workforce, competitive costs (especially for labor), and an increasingly digitized business environment.

The process of entity formation in Romania is relatively straightforward compared to many jurisdictions—much of the registration can be done online. The main challenges for finance, legal, and HR professionals involve ensuring compliance with Romanian corporate and tax obligations, correctly registering for VAT, setting up payroll and bank accounts, as well as navigating evolving rules on share capital and minimum requirements. The main benefits include full control over operations and access to Romania’s favorable tax regime while maintaining operational autonomy.

Disclaimer: This content is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult official sources before acting.

What does “opening an entity” mean in Romania?

Opening an entity in Romania means registering a local legal entity (for example, a limited liability company) with the authorities, obtaining a unique registration code (“CUI”), establishing a legal presence (registered office, directors), and obtaining necessary tax, payroll, and banking registrations so that the entity can legally conduct business in Romania.

Entity overview in Romania

Here’s a high-level overview of key features of entity formation in Romania, including the most commonly used structure for foreign investors (the SRL).

Step-by-step guide: How to open an entity in Romania

Step 1: Choose the right structure

For Romanian citizens, the most common and convenient option is the SRL, which offers operational flexibility, minimal capital requirements (1 RON), and simple governance. Residents who are not citizens can form or co-own an SRL under identical rules, enjoying the same rights and obligations as local founders.

For foreign investors, the SRL remains the preferred structure thanks to its ease of setup and full foreign-ownership allowance. Larger organizations or those planning to raise public capital may opt for an SA, which requires higher capital and stricter reporting. Alternatively, a branch of a foreign parent company allows operating under the parent’s legal identity, though most international businesses choose an SRL for greater flexibility and tax efficiency.

Step 2: Verify business name availability

You must choose a unique company name in Romania and reserve it with the ONRC. The reservation for a name is done via an application for name availability (includes up to three alternatives) and has limited validity. The ONRC website provides the form “Application for verification of company name availability and/or reservation thereof” is provided.

Step 3: Prepare incorporation documents

You will typically need to prepare the following:

• Articles of Association (or constitutive act) for the company, specifying shareholders, share capital, main and secondary CAEN activity codes
• Proof of the registered office right of use (lease or property ownership) in Romania
• Identification documents of shareholders and directors (including notarised translations if non-Romanian)
• Statement of own responsibility if foreign natural persons or foreign legal persons are not tax-registered in Romania
• Bank proof (if any) of share capital deposit for SRL (though for minimal capital, this may be symbolic) or declaration of capital in the situation of low threshold.
• Name reservation certificate

Step 4: Register with ONRC

Submit the registration application with ONRC either in person at the desk-office, by mail/courier, or electronically if you hold a qualified digital certificate. Upon successful registration, you receive the unique registration code (CUI) and the company is incorporated. The Trade Register publishes the registration, and you receive a certificate of registration.

Step 5: Register for tax and social security

Once the company is registered, it must be registered with the National Agency for Fiscal Administration (ANAF) for tax purposes. VAT registration is required once turnover exceeds the threshold for resident businesses. Employer registration with social security authorities (for payroll purposes) must also be completed in order to hire employees legally.

Step 6: Open a corporate bank account

You must open a company bank account in Romania. KYC requirements will include a company registration certificate, identification of directors/shareholders, proof of registered office, and sometimes the articles of association. While the capital deposit is minimal, banks will still perform due diligence, and the timeline can vary from a few days to a week, depending on the bank and the migrant director's status.

Step 7: Set up payroll and employment compliance

If you intend to hire staff in Romania, you must comply with Romanian labor law. That includes registering as an employer, enrolling employees in the social security system, drafting compliant employment contracts (in Romanian language and per local law), adhering to minimum wage requirements, payroll reporting, and withholding income tax and social contributions. Romania follows EU directives and local regulations in relation to employment.

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Post-registration obligations

After incorporation, companies in Romania must comply with various ongoing obligations:

• Tax and financial reporting: Corporate income tax returns, VAT returns (monthly or quarterly as required), and annual financial statements according to Romanian accounting standards. The 16% CIT rate applies to resident companies.
• Corporate registers: You must keep the Trade Register up to date with changes in directors, shareholders, beneficial owners, and registered office. These changes must be filed with ONRC in the legally prescribed timeframe.
• Compliance tracking: Build a compliance calendar covering fiscal deadlines (tax filings, VAT, payroll), corporate filings, and employment law filing obligations.
• Licenses and renewals: Depending on your business activity (e.g., food service, construction, transport), you may need sector-specific licenses, and those may have annual renewal or inspection obligations.
• Recordkeeping: Retain accounting, payroll, HR, and transaction records for the minimum period required by Romanian law (typically 10 years for accounting records).
• Employment law compliance: Adhere to labor standards, benefits, social security contributions, data-protection obligations, and contractual mandates under Romanian labor law.

Taxes and financial considerations

• Corporate income tax (CIT): Standard rate is 16% for resident companies
• VAT: From 1 August 2025, the standard VAT rate is 21%; a unified reduced rate of 11% applies to certain goods and services. The VAT registration threshold for resident businesses is RON 395,000.
• Payroll/social contributions: Employers must withhold Romanian income tax and social contributions for employees, and make employer social contributions as required under Romanian law. (Rates vary by type of employment and benefit.)
• Accounting standards: Romanian companies must keep accounting books in accordance with Romanian accounting law and submit annual financial statements to ONRC and ANAF.

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Expand internationally with Deel

Whether you’re hiring through an EOR or establishing your own local entity, Deel’s all-in-one platform gives you everything you need to expand into Romania—quickly, compliantly, and with confidence. From market entry to ongoing operations, Deel helps you hire, onboard, and manage teams seamlessly from day one.

With Deel, you can:

• Test new regions using Deel’s local entities through our Employer of Record service—hire employees compliantly, delegate payroll and taxes, and access localized employment contracts.
• Open entities with Deel Entity Setup, where our team manages everything—from incorporation and tax registration to coordination with local experts.
• Centralize your compliance and records with Deel Entity Management, including automated filings, calendar reminders, and visibility across all entities.
• Integrate with Deel Payroll and Deel HR for compliant payments, benefits, and workforce oversight—all in one platform.

For companies transitioning from the EOR model to owned entities, Deel ensures a smooth handover and consistent compliance every step of the way. Enter new markets, onboard talent, and manage your global workforce—all through one unified platform.

FAQs

How long does it take to open an entity in Romania?
The registration process usually takes about 3-5 working days once all documentation is submitted to the ONRC. Find out how long setup takes with our Entity Setup Calculator.

What is the minimum capital required?
For an SRL, the minimum capital has effectively been set at just RON 1 (≈ $0.20 USD) for new companies.

Can foreign companies own 100 % of an entity in Romania?
Yes—foreign individuals or legal entities may own 100 % of the shares in an SRL.

Do I need a local director or representative?
No, Romanian law does not require a resident director. A foreign resident or non-resident can serve as manager/administrator of the company.

How much does it cost to register an entity?
Basic registry fee is around RON 128 for registration with the ONRC. Additional costs such as notary fees, legal or consulting fees, registered office costs, and bank account set-up fees should also be budgeted. Find out the setup cost with our Entity Setup Calculator.

Can I hire employees before the entity is fully registered?
Generally, no—you should first register the entity and enroll as an employer. However, you can use Deel’s Employer of Record (EOR) service to engage employees immediately while your entity setup is in progress.

Can Deel help me open an entity in Romania?
Yes. Deel Entity Setup manages the end-to-end process—from registration to payroll compliance—in over 100 countries, including Romania.

Does Deel offer ongoing compliance and payroll support?
Yes. Deel offers both managed services and self-service tools to help you stay compliant.

If you’re using Deel Entity Management, Maintenance, EOR, or Payroll, our team handles payroll, benefits, filings, and compliance obligations on your behalf.

For teams managing their own entities, Deel Compliance Hub makes staying compliant simple by providing real-time regulatory updates, risk alerts, and workforce insights across 150+ countries. Proactively manage compliance with our Compliance Monitor, Workforce Insights, and an AI-powered Worker Classifier, staying ahead of changing employment laws.

Can I switch from Deel EOR to my own entity later?
Yes. Deel supports seamless transitions when you’re ready.