Doing Business in Romania as a Foreign Owner
Short answer
Doing business in Romania as a foreign owner of an SRL means running a company that is a Romanian tax resident and sits in a public trade register. It can have a single member. VAT-registered companies and employers file their returns by the 25th. Accounts are due by 31 May, and profit-tax payers file by 25 June.
Texts read on 13 to 16 October 2026. Every rate and date below is the one in force on those days.
What does doing business in Romania involve for the owner of an SRL?
Doing business in Romania with an SRL means dealing with six things. Each card points to the section with the detail. An owner reaches the same kind of company by a new incorporation compared with a ready-made company. The next section sets out the conditions of each route and recommends neither.
The company
An SRL (societate cu răspundere limitată) has at most 50 members and may have one (art. 12 and 5(2) of Law 31/1990, text of January 2024). Its administrator may be an outsider (art. 197(1)). Its debts are its own (art. 3(1)).
The registers
The trade register is public, and its certificate carries the J number, the CUI and the EUID (art. 11(1) and 110(1) of Law 265/2022, 2022 text).
The tax authority
ANAF receives the returns, and SPV (Spațiul Privat Virtual) is its free online account for the company. A Romanian legal person is a tax resident of Romania (art. 7 pt. 37 of the Fiscal Code).
The payment account
Every legal person holds a payment account in Romania or at the Treasury. It keeps at least one for the whole of its activity (Law 239/2025, art. II, new art. 1(1^2)-(1^3) of Law 70/2015).
The regulated work
A lawyer drafts the transfer deed. The company's own staff keep the books, or a CECCAR member does under a contract. Tax advice is for consultants on the CCF register. A later section gives the detail.
The rule changes
Law 239/2025 applies from 18 December 2025. The acts around it changed rates, reporting and transfers. A later section dates each one.
A new company or an existing one: what does each route involve?
The table sets the conditions of each route side by side and ranks neither. For buying a shelf company in Romania, the right-hand column applies. Which route suits an owner is a question for a conversation, not for this page.
| Item | New SRL (a new incorporation) | Existing SRL bought by a share transfer | Source |
|---|---|---|---|
| Starting point | The articles (statut) alone when there is one founder; at most 50 members | A transfer of shares (cesiune de părți sociale); an outsider's purchase needs approval by members holding at least three quarters of the capital unless the articles say otherwise | Law 31/1990 art. 5(2), 12, 202(2) |
| Minimum share capital | 500 lei | 5,000 lei above 400,000 lei of net turnover, reached by registered SRLs by 18 December 2027 (our computation); no figure is set for an existing SRL at or below 400,000 lei | Law 239/2025 art. VI |
| Entry in the trade register | A certificate with the J number, the CUI and the EUID | The change is filed within 15 days of the act and the registrar decides within one working day (2022 text); it takes effect against third parties only from the entry | Law 265/2022 art. 43(1), 105(1), 110(1); Law 31/1990 art. 203(2) |
| ANAF and the tax number | The Ministry of Finance gives a non-resident individual founder a tax number through ONRC, on the day itself or the next | The same for a non-resident who becomes a member; the seller, the buyer or the company also notifies ANAF within 15 days of the transfer, with a guarantee if there are arrears, and the rule covers the shares of any SRL member | Fiscal Procedure Code art. 83; Law 239/2025 art. V; OUG 13/2026 art. I |
| What the owner inherits | A company with no history | The debts stay with the company; ANAF may assess tax for 5 years; the tax certificate is issued within 3 working days and usable for 30 days | Law 31/1990 art. 3; Fiscal Procedure Code art. 110, 158(5) |
| Payment account | Opened within 60 working days of the company's establishment | Held throughout the activity; no official text read says whether an account passes with the shares | Law 239/2025 art. II |
| VAT | An application at the latest on the day turnover passes 395,000 lei | The same ceiling; a code already held is cancelled after 6 consecutive months without a VAT return, and no text read says it survives a transfer | Fiscal Code art. 310(1), 316(1)(b), 316(11)(d) |
Which registers and authorities does the company deal with?
Six bodies matter once the company exists. Each card says what it does for an SRL.
ONRC and the trade register
ONRC (Oficiul Național al Registrului Comerțului) keeps the public trade register and the beneficial-owner register. It asks for proof of the declared seat (art. 36(2)(c) of Law 31/1990).
ANAF
ANAF (Agenția Națională de Administrare Fiscală) receives the returns, issues the tax certificate and shows the public register of inactive taxpayers (Fiscal Procedure Code art. 92(11), 158(5)). It runs SPV and is notified of a share transfer (Law 239/2025 art. V).
The local tax office
It issues the local-tax certificate within 2 working days, valid for 30 days (art. 159(3) of the Fiscal Procedure Code). The local taxes and their Bucharest rates are not covered here.
ONPCSB
ONPCSB is the Financial Intelligence Unit and anti-money-laundering supervisor. A provider of a registered office notifies it within 15 days of starting. The beneficial-owner duty sits in the same law (Law 129/2019 art. 30^2(1), 56(3)).
The Labour Inspectorate
It provides REGES-Online, the employee register, on a modernised portal from 1 April 2025.
The professional bodies
CECCAR keeps the register (Tabloul) of accountants and accounting firms (OG 65/1994 art. 21(1)). The CCF keeps the register of tax consultants (OG 71/2001 art. 8(6)). The Bar keeps the register of lawyers (Law 51/1995).
Which taxes does the company pay, and at what rate?
These are the rates as in force on 13 to 16 October 2026, cited from the Fiscal Code and the amending laws. The table gives rates and dates and says nothing about which regime fits a company.
| Tax | Rate or threshold | Base and condition | From when | Source |
|---|---|---|---|---|
| Profit tax (impozit pe profit) | 16% | Taxable profit | In force in 2026 | Fiscal Code art. 17 |
| Micro-enterprise tax (impozit pe veniturile microîntreprinderilor) | A single 1% | Revenue; the company tells ANAF by 31 March of the year | 1 January 2026 (OUG 89/2025) | Fiscal Code art. 51(1), 55(2) |
| Micro-enterprise ceiling | EUR 100,000 of revenue (EUR 250,000 for 2025) | Tested together with the revenue of linked enterprises | 1 January 2026 | Fiscal Code art. 54(3), 47(1^1) |
| VAT rates (TVA) | 21% standard and one reduced rate of 11% | Taxable operations that are not exempt; the reduced rate for the operations listed in art. 291(2) | 1 August 2025 (Law 141/2025) | Fiscal Code art. 291; Law 141/2025 art. VII(1) |
| VAT small-enterprise exemption | 395,000 lei of annual turnover (300,000 lei before) | The company applies for VAT at the latest on the day it passes the ceiling | 1 September 2025 (OG 22/2025) | Fiscal Code art. 310(1), 316(1)(b) |
| Dividend tax | 16% (10% in 2025, OUG 156/2024) | Dividends distributed to Romanian companies, individuals and non-residents | 1 January 2026 | Fiscal Code art. 43(2), 97(7), 224(4)(b); Law 141/2025 art. VII |
| Pension (CAS) and health (CASS) contributions | 25% and 10% | Gross salary; owed by the employee and withheld by the employer | In force (2026) | Fiscal Code art. 138(a), 156 |
| Income tax on salaries | A flat 10% | Taxable income of the salary | In force (2026) | Fiscal Code art. 64(1)(b) |
| Work-insurance contribution (CAM) | 2.25% | The payroll; owed by the employer | In force (2026) | Fiscal Code art. 220^3(1) |
The taxes a Romanian SRL pays are set out in full in the taxes guide. This table adds no rate beyond these nine.
What counts as a small business in Romania?
Romanian law has two separate tests of a small business. Each has its own base, ceiling and consequence. Passing one says nothing about the other. The cards recommend neither.
The micro-enterprise revenue test
The micro regime taxes revenue at a single 1% (art. 51(1)). It applies up to a ceiling of EUR 100,000 from 1 January 2026 (EUR 250,000 for 2025). The ceiling is tested together with the revenue of linked enterprises (art. 54(3), 47(1^1)).
The micro-enterprise conditions
The company must be the only one that holders of over 25% have designated for the regime, so the buyer's other companies count (art. 47(1)(h)). It also needs an employee, or an administrator paid at least the gross minimum wage under a mandate contract (art. 51(4)(b)). A newly registered company has 90 days from registration to meet this. That rule comes from OUG 8/2026, from 25 February 2026 (art. 48(3)).
The VAT exemption test
The small-enterprise VAT exemption covers annual turnover up to 395,000 lei, raised from 300,000 lei on 1 September 2025 (art. 310(1)). A company applies for VAT at the latest on the day it passes the ceiling.
Activities the micro regime excludes
Romanian legal persons in banking, gambling, and oil and gas exploration, development and exploitation cannot use the micro regime (art. 47(3)). Other exclusions are not listed here. The page ranks no business and recommends none.
What falls due each month and each quarter?
This is the recurring half of business compliance in Romania. Each row is a statutory duty of the company, with no estimate added. This site sells none of the work.
| Term | What is filed or paid | Who | Source |
|---|---|---|---|
| By the 25th of the month after the period | The VAT return (decont de taxă, form 300) and the VAT payment | The VAT-registered company | Fiscal Code art. 323(1), 326(1) |
| By the 25th of the month after the month of pay | The payroll return (form 112), monthly | The employer | Fiscal Code art. 147(1) |
| By the 25th of the month after the quarter | Micro tax, computed, paid and returned quarterly | The micro company | Fiscal Code art. 56(1)-(2) |
| By the 25th of the month after quarters I to III | The profit-tax advance | The profit-tax payer | Fiscal Code art. 41(1) |
| Within 5 working days of issue, from 1 January 2026 | The e-Factura invoice is sent (5 calendar days before); between taxable persons established in Romania only an e-Factura invoice counts as an invoice, consumer invoices go through it since 1 January 2025, and supplies to persons neither established nor VAT-registered in Romania are outside it | The issuer | ANAF Brașov note on OUG 89/2025; Fiscal Code art. 319(11) |
| The last calendar day of the month after the period | SAF-T (D406) under the original OPANAF 1783/2021: SRLs are among the filers, small taxpayers from 1 January 2025, a newly registered taxpayer from its effective registration; not filing on time is fined 1,000 to 5,000 lei | The filer | OPANAF 1783/2021, Annexes 4 and 5; Fiscal Procedure Code art. 337^1 |
What falls due once a year, and within 15 days of an event?
These terms run from the day of an act or from a date in the year. They complete the picture of business compliance in Romania. The company, the seller or the buyer makes each filing. A CECCAR accountant or a lawyer may act for them.
| Term | What | Who | Source |
|---|---|---|---|
| Within 15 days of the transfer | The ANAF notification of the transfer; with arrears a guarantee, enforced if the arrears are unpaid 60 days after the ONRC registration | The seller, the buyer or the company | Law 239/2025 art. V; OUG 13/2026 art. I |
| Within 15 days of the act | The change (mențiune) is filed at ONRC; the registrar decides within one working day, and an incomplete file gets up to 15 calendar days | The legal representative, an attorney with a notarised power of attorney, or a lawyer | Law 265/2022 art. 43(1), 105(1), 106(1), 81(1) |
| Within 15 days of the change | The beneficial-owner declaration | The legal representative | Law 129/2019 art. 56(3) |
| Within 15 days of the change | Changed fiscal registration data, for example the fiscal domicile, declared to ANAF | The company | Fiscal Procedure Code art. 88(1) |
| By 31 March of the year | The notice that the company applies the micro regime | The company | Fiscal Code art. 55(2) |
| By 31 May of the following year | The annual financial statements (situații financiare anuale), filed only electronically on the e-guvernare portal with a qualified digital certificate, in Romanian and in lei | The company | OMF 2.036/2025 Annex 1 pt. 3.1, 1.8(1), 1.4 |
| Within 60 days of the end of the financial year | The sworn declaration instead of accounts, for an entity with no activity since incorporation | The person managing the entity | OMF 2.036/2025 Annex 1 pt. 3.3 |
| By 25 June of the following year | The annual profit-tax return (form 101) | The profit-tax payer | Fiscal Code art. 42(1) |
| At the latest on the day the ceiling is passed | The application for VAT registration | The company | Fiscal Code art. 316(1)(b) |
| By 18 December 2027 (our computation) | A registered SRL above 400,000 lei of net turnover raises its capital to the art. VI(1) minimum, or the court dissolves it | The members | Law 239/2025 art. VI(6), (8) |
law a date set by law miss what follows a missed date
every month
- 25
VAT return
VAT-registered company
- law by the 25th, every month
- miss six months without a VAT return cancel the VAT code
- 25
Payroll return
Employer
- law by the 25th, every month
every quarter
- 25
Micro tax
- law the 25th after each quarter
- 25
Profit-tax advance
- law the 25th after each quarter
on each invoice
- 5
e-Factura invoice
- law 5 working days
once a year
- 31
The micro notice
- law 31 March
- 31
The annual accounts
- law 31 May
- miss accounts 5 months late lead to inactivity
- 25
The annual return
Profit-tax payer
- law 25 June
A late return is fined 500 to 1,000 lei.
Have a question about a date or a filing in this calendar?
Ask how a date applies to a company you own or plan to buy. We explain the texts. The filing stays with the company or its accountant.
What does the owner do, in order, from the purchase to the first year-end?
These steps show how to do business in Romania with a bought company, in the order of the law. Where no official term exists, none is estimated.
Check the company before paying
The company, the seller or the buyer requests the ANAF tax certificate, issued within 3 working days and usable for 30 (Fiscal Procedure Code art. 158(5)). Our ANAF tax certificate overview shows how to read it. The debts stay with the company.
Approve and document the transfer
Members holding at least three quarters of the capital approve a sale to an outsider unless the articles say otherwise (art. 202(2)). A Bar-registered lawyer drafts the deed and the resolutions (Law 51/1995 art. 3(1)(c)). No notary is required.
Notify ANAF of the transfer
The seller, the buyer or the company makes the ANAF notification on every share transfer within 15 days. Since OUG 13/2026, it covers the shares of any SRL member. We prepare the file and coordinate, but we do not file or represent. The form and channel come from the implementing order, which this page does not describe.
File the change at ONRC
The legal representative, an attorney with a notarised power of attorney or a lawyer files it within 15 days of the act. Foreign documents follow the rule in the section on owners abroad.
Do the housekeeping after the entry
Declare the beneficial owner within 15 days. Appoint the administrator, who must accept expressly. Declare changed fiscal data within 15 days. Check that the right to use the seat has not expired.
Set up the books and the electronic access
The administrator answers for the accounts (Law 82/1991 art. 10(1)). Own staff keep the books, or a CECCAR member does under a contract. Doing that work for clients without CECCAR status is an offence.
Keep the payment account and fix the tax regime
Hold a payment account in Romania throughout the activity. Micro tax needs its conditions met at 31 December of the previous year, and the notice by 31 March. Otherwise profit tax applies.
Run the cycle
File the returns that apply by the 25th (VAT for a registered company, payroll for an employer). Send e-Factura invoices within 5 working days. File the accounts by 31 May. A profit-tax payer also files its return by 25 June. Keep the beneficial-owner data current.
What does a bought company bring with it, and what can it lose?
The cards list statutory consequences and describe no case. An owner's own situation is a matter for a conversation.
Its debts
In a sale the debts stay with the company (art. 3(1) of Law 31/1990). ANAF may assess tax for 5 years from 1 July of the year after the tax year (Fiscal Procedure Code art. 110). A member answers up to the subscribed capital, except in abuse of limited liability in fraud of creditors.
Its tax position at the transfer
The tax certificate shows any arrears. A guarantee is then posted. ANAF enforces it if the arrears stay unpaid 60 days after the ONRC registration (Law 239/2025 art. V).
Its VAT code
ANAF cancels the code after 6 consecutive months, or 2 quarters, without a VAT return. It also cancels it when the returns show no purchases and no supplies (art. 316(11)(d)-(e)). No text read says the code survives a transfer or that a transfer triggers a VAT review.
Its active status
A company with no payment account in Romania, or with annual statements filed 5 months late, is inactive from 1 January 2026. A year inactive without reactivation means dissolution (Fiscal Procedure Code art. 92). Not holding the account is also fined 3,000 to 10,000 lei. A late return is fined 500 to 1,000 lei for a company that is not a medium or large taxpayer.
Its micro regime
Only one company of the holders of over 25% may apply the regime, so the buyer's other companies count. The employee condition applies as well. An administrator paid at least the gross minimum wage under a mandate contract also meets it (art. 47(1)(g)-(h)).
Its capital, seat and beneficial-owner filing
A registered SRL above 400,000 lei of net turnover must reach its capital minimum by 18 December 2027, or the court dissolves it. An expired right to use the seat leaves the company liable to dissolution. If a beneficial-owner declaration is still missing 30 days after a fine of 5,000 to 10,000 lei, the tribunal can dissolve the company at ONRC's request (Law 129/2019 art. 57).
What changes when the owner and the administrator live abroad?
Doing business in Romania as a foreigner changes six things. The home country's rules are outside this page.
Tax residence of the company
A Romanian legal person is resident in Romania for tax. A foreign one is resident if its place of effective management is in Romania (art. 7 pt. 37 of the Fiscal Code). The home country's treatment of the company is foreign law and is not covered.
Electronic access
SPV is free. The accounts go to ANAF only electronically, with a qualified digital certificate (OMF 2.036/2025 Annex 1 pt. 1.8(1)). A non-resident need not appoint a Romanian representative if they communicate with ANAF electronically (art. 18(5)(c)).
The Romanian tax number
ONRC requests a tax number for a non-resident individual founder, member or administrator, including on a share transfer. The Ministry of Finance answers on the day itself or the next (art. 83 of the Fiscal Procedure Code).
Foreign documents and powers of attorney
Foreign official documents need an apostille or superlegalisation, unless a treaty or EU rule removes the formality. They always need a legalised Romanian translation. An attorney who files at ONRC needs a notarised power of attorney. The texts read do not settle whether a power of attorney signed abroad counts as a foreign official document under that rule.
The VAT risk criterion
An administrator who is a foreign citizen without Romanian tax residence, combined with share capital below 45,000 lei, is a risk criterion in Annex 6 to the VAT norms.
Dividends paid abroad
Dividends to non-residents bear 16% withheld from 1 January 2026 (art. 224(4)(b)). Treaty or EU relief needs a tax residence certificate with an authorised Romanian translation. The certificate is handed to the payer at the moment of payment (art. 230(2)).
Which work does the law reserve to a lawyer, an accountant or a tax consultant?
The page names the obligations and sells none of the reserved work. The company's own staff may keep its books, so no row says an accountant is mandatory in every case.
| Work | Who may do it | Basis | Source |
|---|---|---|---|
| Drafting the transfer deed, the resolutions and the amendments | A Bar-registered lawyer; no firm is named here | Art. 3(1)(c) and 3(2) Law 51/1995 | Law 51/1995 |
| Filing a change at ONRC | The legal representative, an attorney with a notarised power of attorney, or a lawyer under a mandate; not reserved to lawyers | Art. 81(1) Law 265/2022, 2022 text | Law 265/2022 |
| Keeping the company's own books | The company's own accounting staff led by a person with higher economic studies, or a services contract with a CECCAR member; the administrator answers for the accounts and, under the contract, the CECCAR member for keeping them | Art. 10(1)-(4) Law 82/1991, 2008 text | Law 82/1991 |
| Bookkeeping, payroll and tax returns done for clients | Persons entered in the CECCAR register as expert contabil or contabil autorizat; doing it without authorisation is a criminal offence; this site sells none of it | Art. 1, 6(a), 21(1) and 43(1) OG 65/1994 | OG 65/1994 |
| Tax advice, and assistance and representation before the tax authorities | Persons entered in the CCF register as active; every ANAF filing is made by the company, the seller or the buyer, or a CECCAR accountant or lawyer acting for them, and this site prepares the file | Art. 3(1)(e) and 8(6) OG 71/2001 | OG 71/2001, CCF consolidation |
| Providing a registered office or a business address | A provider that notifies ONPCSB within 15 days of starting; an anti-money-laundering service | Art. 2(l)(3) and 30^2(1) Law 129/2019 | Law 129/2019 |
What changed in 2025 and 2026 for a company that already exists?
The list sorts the changes by what each does to a company that already exists, with the date it took effect.
Rates and thresholds
VAT at 21% and 11% applies from 1 August 2025. The VAT ceiling of 395,000 lei applies from 1 September 2025. The single 1% micro rate and the EUR 100,000 ceiling apply from 1 January 2026, as does the 16% dividend tax (Law 141/2025 art. VII). The 1% cap on fees to foreign affiliates was repealed from the first quarter of 2026 (OG 6/2026).
Company law
Law 239/2025 applies from 18 December 2025. It brings the capital tiers. A company with a carried-forward loss pays dividends only after the legal reserves are set up and the loss is covered. The restore-or-reduce rule on net assets is extended to the SRL. ANAF's checks and fines apply from 2027 on statements for financial years starting on or after 1 January 2025.
Reporting and registers
The payment-account duty, the two inactivity grounds and e-Factura within 5 working days date from 1 January 2026. Consumer e-invoicing and SAF-T for small taxpayers began on 1 January 2025, and REGES-Online on 1 April 2025.
Transfers and the micro regime
OUG 8/2026 applies from 25 February 2026. A new company gets 90 days to meet the employee condition, and the re-entry bar is deleted. OUG 13/2026 applies from 9 March 2026. The ANAF notice covers the shares of any SRL member. Announced, not in force: the EU AML Regulation from 10 July 2027.
solid in force dashed announced, not in force
2025
- 1 January 2025consumer e-invoicing and SAF-T for small taxpayers
- 1 April 2025REGES-Online
- 1 August 2025VAT at 21% and 11%
- 1 September 2025VAT ceiling of 395,000 lei
- 18 December 2025Law 239/2025
2026
- 1 January 2026the 1% micro rate, 16% dividends, the inactivity grounds, e-Factura in 5 working days
- First quarter of 2026the affiliate-fee cap repealed
- 25 February 2026OUG 8/2026
- 9 March 2026OUG 13/2026
- 27 April 2026the EUR 300 long-stay visa fee
2027
- 2027ANAF checks the net-asset rule
- 10 July 2027announcedthe EU AML Regulation
- 18 December 2027the capital deadline
Does owning a Romanian company give the owner a right to live in Romania?
Art. 1(1) of Law 31/1990 lets natural and legal persons found a company. It sets no nationality or residence condition, and we checked no other statute for one. Living in Romania is a separate matter. The D/AC long-stay visa is for foreigners who are or will become shareholders or members with management powers. Its fee is EUR 300 from 27 April 2026.
On our reading, the long-stay visa types listed by activity in art. 20(d) of OUG 194/2002 include no investor category. A guide of its own covers whether Romania offers residence by investment. Another guide, the Romanian residence permit guide, covers the routes that exist.
Sources
The Fiscal Code and the Fiscal Procedure Code are ANAF's annotated consolidations, not official republications, and Law 31/1990 is read in its text of January 2024. The texts were read between 13 and 16 October 2026.
- Law 31/1990 on companies, text of January 2024: members, administrator, transfer, seat.
- Law 239/2025: the 15-day notice, the 60 days, inactivity, the payment account, the capital.
- OUG 13/2026, art. I: the notice covers the shares of any SRL member.
- Fiscal Code, Law 227/2015, ANAF consolidation: rates, bases and dates, the VAT code.
- Fiscal Procedure Code, Law 207/2015, ANAF consolidation: certificates, inactivity, fines.
- Law 141/2025, art. VII: VAT rates and the 16% dividend tax.
- OMF 2.036/2025, Annex 1: the 31 May filing and electronic filing.
- ANAF Brașov note on OUG 89/2025: e-Factura within 5 working days.
- Accounting Law 82/1991, 2008 text: who answers for the books.
- Law 129/2019, consolidated to Law 86/2025: beneficial owner, service providers.
- OG 65/1994: the accountant professions.
- Law 51/1995: drafting legal acts is a lawyer's work.
Frequently asked questions about doing business in Romania
How do I do business in Romania as a foreign owner of an SRL?
An SRL can have a single member, and its administrator may be an outsider. The company is a Romanian tax resident and deals with ANAF through its free online account (SPV). It files accounts by 31 May with a qualified digital certificate, and it holds a payment account in Romania. If VAT-registered, it files its return by the 25th.
What does business compliance mean for an existing SRL?
It means these dated duties. The VAT return (VAT-registered) and payroll return (employer) are due by the 25th, and micro tax or profit-tax advances by the 25th after the quarter. E-Factura invoices go out within 5 working days. Accounts are due by 31 May and a profit-tax payer's return by 25 June. It also needs a Romanian payment account.
Which taxes does a small SRL pay in 2026?
A small SRL pays profit tax of 16% of profit or, under the micro regime, 1% of revenue. If it is VAT-registered it charges 21%, or 11% on the one reduced rate. Dividends bear 16%. On salaries the employee owes CAS 25%, CASS 10% and income tax 10%, and the employer owes CAM 2.25%.
What counts as a small business in Romania?
Romanian law has two separate tests. The micro regime applies a single 1% of revenue up to a ceiling of EUR 100,000, tested with linked enterprises. It also sets conditions on employees and on the holders' other companies. The VAT small-enterprise exemption covers annual turnover up to 395,000 lei. Passing one ceiling says nothing about the other.
What changed in 2025 and 2026?
VAT is 21%, with one reduced rate of 11%, from 1 August 2025. The VAT ceiling is 395,000 lei from 1 September 2025. Law 239/2025 applies from 18 December 2025. From 1 January 2026 come the 1% micro rate, 16% dividends and the inactivity grounds. OUG 8/2026 follows on 25 February and OUG 13/2026 on 9 March 2026.
Is there a minimum share capital?
A new SRL needs at least 500 lei of share capital. An SRL whose net turnover passed 400,000 lei needs 5,000 lei. Registered SRLs in that position must reach it by 18 December 2027 or the tribunal dissolves them on application. The text sets no figure for an existing SRL at or below 400,000 lei.
Do I need an accountant or a lawyer?
The administrator answers for the accounts. The company's own staff keep the books, led by a person with higher economic studies. Or a CECCAR member keeps them under a contract and answers for it. Doing the work for clients without CECCAR status is a criminal offence. A Bar-registered lawyer drafts the transfer deed and the resolutions.
Do I need a Romanian bank account?
Yes: a payment account in Romania or at the Treasury, not limited to banks (Law 209/2019). Law 239/2025 makes it a duty throughout the activity, within 60 working days for a new company. None means inactivity from 1 January 2026 and a fine of 3,000 to 10,000 lei. Whether an EU payment or e-money institution's account counts is not settled.
What happens if the company does nothing?
After six months without a VAT return, ANAF cancels the VAT code. Returns showing no purchases and no supplies count the same. Annual accounts filed 5 months late make the company inactive. A year of inactivity without reactivation means dissolution. A company with no activity since incorporation files a sworn declaration instead of accounts.
How do I take money out?
Dividends distributed from 1 January 2026 bear 16% (10% in 2025). A company with current-year profit and a carried-forward accounting loss may pay dividends from that profit only after setting up the legal reserves and covering the loss. A non-resident claiming treaty or EU relief hands the payer a tax residence certificate at payment, with an authorised Romanian translation.
Can I buy an existing company in Romania instead of a new one, and what are the steps?
Yes. An outsider's purchase needs approval by members holding at least three quarters of the capital, unless the articles say otherwise. No notary is required. ANAF is notified within 15 days, the change is filed at ONRC within 15 days and the tax certificate is issued within 3 working days. Both routes sit side by side above without a recommendation.
Do I need to live in Romania to own an SRL?
The article of the Companies Law that lets natural and legal persons found a company sets no nationality or residence condition. We did not check other statutes for one. Living in Romania is a separate matter with its own visa. For example, the D/AC long-stay visa for shareholders and members with management powers costs EUR 300 from 27 April 2026.
Can I run the company from abroad?
A Romanian legal person is a tax resident of Romania, wherever its owner lives. An administrator who is a foreign citizen without Romanian tax residence is one of ANAF's VAT risk criteria if the share capital is below 45,000 lei. How the owner's home country treats a Romanian company run from abroad is foreign law and is not covered here.
Is Romania a tax haven or tax free?
No source read gives Romania either label, so none is applied. The figures: 16% profit tax or 1% of revenue for a micro company, 21% VAT and 16% dividend tax. Returns are due on the 25th where VAT or payroll applies, accounts by 31 May and a profit-tax payer's return by 25 June. Each is dated and sourced above.