How to Set Up a Company in Romania in 2025 – Legal & Tax Checklist
Romania remains one of the most accessible and cost-effective EU countries for company formation. Whether you’re expanding from Germany, Austria or Switzerland, this 2025 guide gives you a step-by-step overview of legal and tax requirements when incorporating a limited liability company (SRL) in Romania.
1. Choose the Right Legal Form
• SRL (Societate cu Răspundere Limitată) is the most common form – equivalent to a GmbH
• Minimum share capital: 1 RON
• At least one shareholder (individual or company)
• One or more directors (can be foreign residents)
• Romanian or foreign ownership allowed 100%
2. Documents & Registration Procedure
Required documents:
• Name reservation certificate (from Trade Registry)
• Articles of Association (in Romanian)
• Proof of headquarters (lease or ownership contract)
• Identity documents of shareholders and directors
• Declaration on beneficial ownership
• Bank confirmation (optional)
Steps:
1. Prepare and notarize incorporation documents
2. Submit online to ONRC (Trade Registry)
3. Company receives registration certificate + fiscal code
Duration: 3–7 business days
3. Tax Registration and Options
Once registered, the company must:
• Obtain tax identification at ANAF
• Choose VAT status (if revenue exceeds RON 300,000 or voluntarily)
• Opt for micro-enterprise tax regime or standard corporate income tax
Micro-enterprise regime in 2025:
• Turnover ≤ EUR 250,000
• 1% tax (if at least one employee), or 3% otherwise
• Cannot be used if more than 25% revenue is from consulting
4. Employment & Payroll Setup
• Register employment contracts electronically
• Monthly payroll declarations (D112)
• Social contributions:
▪ Pension: 25%
▪ Health: 10%
▪ Work insurance: 2.25%
5. Ongoing Obligations
• Monthly VAT and payroll returns
• Annual financial statements (by May of following year)
• Statutory accounting according to Romanian rules
• Mandatory audit if thresholds are exceeded
6. Common Pitfalls for Foreign Investors
• Using template Articles of Association without legal review
• Registering at co-working spaces without proper lease
• Not planning VAT registration in advance
• Misunderstanding the micro-enterprise limits
• Not appointing a Romanian-speaking contact for authorities
Need help setting up a company in Romania?
At Epure & Lohmann SCA, we assist international clients from the DACH region with smooth and legally compliant company formation – from first steps to long-term support.
