Romanian S.R.L. (Societate cu Răspundere Limitată) requires RON 1 (~€0.20) minimum capital - EU's lowest alongside Czech Republic. Formation takes 3-5 business days online via ONRC. Corporate tax: 16% flat rate (micro-company regime: 1-3% revenue tax). Romania offers Bucharest tech hub, EU's fastest GDP growth, skilled IT workforce at 30-40% Western costs, outsourcing industry strength, and accession to Schengen zone 2024.
Formation Requirements
S.R.L. (limited liability company) minimum 1 shareholder (individual or legal entity). Maximum 50 shareholders (if exceeded becomes S.A.).
Administrator: Minimum 1 required. No residency requirement for shareholders/administrators. Legal address in Romania required (virtual office acceptable).
Capital Requirements
Minimum share capital: RON 1 (~€0.20) after 2021 law change (previously RON 200). Practical minimum: RON 10,000-20,000 (~€2,000-4,000) for bank account credibility.
Payment: Must be deposited before registration. Bank statement as proof. Some banks require higher deposits for non-residents.
Formation Process
Obtain EUID certificate (unique company identifier) from ONRC. Cost: RON 0 (free). Instant online.
Notarize articles of association (act constitutiv). Cost: RON 300-800 (~€60-160). Same-day service available in Bucharest.
ONRC Registration
Register via ONRC (National Trade Register Office). Online portal or in-person filing.
Processing: 3-5 business days. Filing fee: RON 390 (~€78) for standard processing, RON 780 (~€156) for 24-hour fast-track.
Receive CUI (Tax Identification Code): Company fiscal number. Trade register number (J40/XXX/YYYY for Bucharest): Legal identifier.
Fast-track option: Pay double fee (RON 780) for 24-hour ONRC registration - useful for urgent projects, investor deadlines.
Micro-Company Regime
Revenue tax regime: Companies with <€500,000 annual revenue can elect 1-3% tax on revenue instead of 16% profit tax.
Tax rate: 1% if 1+ employees, 3% if zero employees. Simpler accounting than profit-based tax. Popular for startups, freelancers, small service businesses.
When Micro-Company Makes Sense
Low-margin businesses: Service companies with 10-20% margins pay less on 1-3% revenue tax than 16% profit tax.
Limitations: Switches to 16% profit tax once revenue exceeds €500,000. Some activities excluded (banking, insurance, consulting above 80% income from one client).
Romanian micro-company regime: 1% revenue tax creates 15% effective tax advantage vs 16% profit tax for businesses with 6%+ profit margins - lowest tax burden in EU for small companies.
Standard Corporate Tax
Corporate income tax: 16% flat rate on profit (standard regime). Dividend withholding: 8% on dividends to individuals (combined ~23% effective rate).
No withholding to EU corporate shareholders (EU Parent-Subsidiary Directive). Lower than Czech 19%, Poland 19%, Hungary 9% (but micro-company 1% beats all).
R&D Incentives
R&D deduction: 50% additional deduction on R&D expenses (total 150% of costs). IT sector exemptions: Software engineers exempt from income tax on salaries up to RON 10,000/month (~€2,000).
Strategic advantage: Hire developers and reduce employer tax burden - major reason tech companies establish Romanian operations.
Name Requirements
Check availability via ONRC search portal. Name must be unique nationwide.
Mandatory suffix: "Societate cu Răspundere Limitată" or "S.R.L." (abbreviation standard - 98% of companies use S.R.L.).
Restricted Terms
Cannot use "România", "Romanian", "Român" without authorization. Banking/insurance terms require BNR/ASF license.
"European", "International", "Bucharest" generally acceptable. ONRC rejects 12% of name applications - slightly above EU average.
Annual Compliance
Annual financial statements: Must be filed to ONRC and ANAF (tax authority) within 150 days of fiscal year end. Standard fiscal year: January-December.
Annual fee: RON 200 (~€40) trade register fee. Audit required if 2 of 3 thresholds: Assets >€4M, revenue >€8M, employees >50.
Accountant Costs
Bookkeeping (micro-company): RON 3,000-9,000/year (~€600-1,800) - simplified accounting. Bookkeeping (standard regime): RON 12,000-30,000/year (~€2,400-6,000).
Audit (if required): RON 15,000-40,000/year (~€3,000-8,000). Romanian accounting 65-75% cheaper than Western EU.
Formation Costs
ONRC filing: RON 390 (~€78) standard, RON 780 fast-track. Notary: RON 300-800 (~€60-160). EUID certificate: RON 0 (free).
Registered office: RON 1,200-6,000/year (~€240-1,200) virtual office. Legal advice: RON 2,000-8,000 (~€400-1,600) for articles drafting.
Total first-year: RON 6,000-20,000 (~€1,200-4,000) including minimal capital. Cheapest EU formation after Bulgaria.
Timeline
Obtain EUID: Instant online. Notarize articles: Same day or 1 day. ONRC registration: 3-5 days standard, 1 day fast-track.
Bank account: 1-3 weeks (non-residents may need in-person visit). VAT registration: Automatic with ONRC filing if elected.
Total timeline: 1-2 weeks standard, 3-5 days fast-track. Among EU's fastest formation processes.
Apostille requirement: Foreign founders need apostilled/notarized documents (passports, proof of address). Prepare in advance - adds 1-2 weeks for UK/US apostilles.
OSIM Trademark
Register trademark with OSIM (State Office for Inventions and Trademarks). Cost: RON 1,400 (~€280) for 1 class, RON 280 (~€56) per additional class.
Processing: 8-12 months including opposition period. File via OSIM portal.
EUIPO Strategy
EUIPO trademark (€850): Covers all EU including Romania. Romanian trademark (€280): Romania only but 67% cheaper for domestic focus.
Consideration: File Romanian first for immediate protection, then EUIPO within 6 months to claim priority.
Bucharest Tech Hub
Romanian IT industry: UiPath (RPA unicorn, NYSE: PATH, $35B peak valuation), Bitdefender (cybersecurity), FintechOS (financial software).
Outsourcing giants: Cognizant Softvision (3,000+ employees), Endava (1,500+), Luxoft (1,200+). Bucharest major outsourcing destination for Western clients.
Talent Pool
Developers: Average salary RON 120,000-240,000/year (~€24,000-48,000) gross. 60-70% cheaper than Western EU, 30-40% cheaper than Czech/Poland.
Technical skills: Strong in Java, C++, .NET, Python. Mathematics/engineering education legacy. University Politehnica Bucharest produces 2,000+ CS graduates/year.
Romanian senior developer costs €24,000-48,000/year vs Germany €60,000-100,000 - 50-60% cost savings while quality comparable. Primary outsourcing advantage.
Fastest EU GDP Growth
Economic growth: 5-7% annual GDP growth (EU's fastest). Rising middle class, consumer spending growth, infrastructure investment (EU funds).
Schengen accession: Air/sea borders joined Schengen 2024, land borders expected 2025. Removes final barrier to full EU integration.
FDI Attraction
Foreign investment: Amazon (3 development centers), Microsoft (cloud region), Oracle, IBM, HP operate Romanian centers. Government incentives for tech investment.
EU funds: €30B+ structural funds 2021-2027. Infrastructure, digitalization, green transition. Opportunities for businesses serving EU-funded projects.
Outsourcing Industry
BPO/SSC hub: Finance, HR, customer support shared services. Companies: Genpact, Accenture, Wipro operate Romanian service centers.
Cost arbitrage: 60-70% cheaper than Western EU for equivalent services. Multilingual workforce (Romanian, English, French, Italian, Spanish common).
Nearshore Advantages
Time zone: EET (GMT+2), 1 hour ahead of Central Europe. Overlaps fully with Western EU business hours. Direct flights: 2-3 hours to London, Paris, Frankfurt, Munich.
Cultural proximity: European work culture, EU legal framework. Easier client relationships than offshore (India, Philippines).
Common Mistakes
Using RON 1 capital only: Banks reject applications with symbolic capital. Use RON 10,000-20,000 minimum for banking/supplier credibility.
Not electing micro-company regime: Many startups overpay taxes by defaulting to 16% profit tax. Elect 1-3% revenue tax if eligible (saves thousands annually).
Ignoring IT salary exemptions: Hiring developers without structuring for tax exemption wastes 35-42% employment cost savings.
When Romanian S.R.L. Makes Sense
Choose Romanian S.R.L. if: Software development outsourcing, ultra-low-cost startup (€600-1,800/year accounting), micro-company eligible (1-3% tax), IT talent arbitrage, BPO/shared services, targeting Romanian/Balkan markets.
Best for: Outsourcing/offshoring, software development, shared services centers, low-margin service businesses (consulting, marketing), freelancers with EU clients.
Consider alternatives if: Need Western EU prestige (Germany/Netherlands), biggest market access (Germany/France), lowest overall tax (Hungary 9%), tech hub reputation (Estonia digital-first).
Language Barrier
Business language: English common in Bucharest tech/business circles (60-70% professionals). Romanian required for government interactions.
ONRC portal: Romanian-language only. Tax authority (ANAF): Limited English support. Accountant/lawyer mandatory for non-Romanian speakers.
Schengen Integration
2024 Schengen entry: Air/sea borders now borderless. Land borders (Hungary, Bulgaria) expected 2025. Removes final check-point delays for goods/people.
Impact: Faster logistics to EU markets, easier business travel, reduced customs friction. Final step to full EU integration after 2007 EU accession.
Trademark Lens verifies Romanian company name availability before RON 6,000-20,000 (~€1,200-4,000) formation costs including minimal capital.