Why Choose Romania for Company Formation?
Romania offers a formation proposition built on three points: low-cost EU company formation with the SRL as the standard operating vehicle, full MiCA passporting once a licence is available from the Financial Supervisory Authority (ASF), which is proposed but not yet designated, and a clean FATF and EU standing that sets it apart from grey-listed neighbours. Registration runs through the National Trade Register Office (ONRC) and completes in days once documents are in order.[2]
The formation step itself is fast and inexpensive. The harder work comes afterwards: opening durable banking for a non-resident-owned crypto company, and carrying Romania’s real compliance load of mandatory e-invoicing and SAF-T reporting. Sequencing formation, banking, and licence design together is what separates a smooth launch from a stalled one.
EU Membership and MiCA Passporting
A Romanian SRL operates within the EU single market. The Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114) applies directly, but Romania’s implementing ordinance, which would designate the Financial Supervisory Authority (ASF) as competent authority, had not been adopted after its first reading on ; Emergency Ordinance 10/2025 amended the anti-money-laundering law and did not designate a MiCA authority.
Once a Romanian authority can grant it, a MiCA CASP authorisation passports across the EEA (the 27 EU states plus Iceland, Liechtenstein and Norway) without additional national authorisations.[3][16]
For businesses targeting European customers, an SRL is the vehicle for a MiCA CASP licence once Romania’s application route opens. Iceland, Liechtenstein and Norway are covered too: EEA Joint Committee Decision 41/2025 brought MiCA into the EEA Agreement with effect from 24 June 2025.[16]
The Corrected 2026 Tax Reality
Romania’s headline appeal once rested on a 1% micro-enterprise turnover tax and low dividend tax. The 2024 to 2026 reforms have materially eroded that. The dividend tax has doubled to 16% from , VAT rose to 21% in , and the micro-enterprise threshold has collapsed to €100,000, with eligibility dependent on every Fiscal Code condition and the company’s actual activity not falling within an excluded financial-sector or gambling category.[4]
A licensed crypto, fintech, or gambling operator should model the flat 16% headline unless it meets every micro-enterprise condition and its actual activity is outside the excluded categories. The Taxation section sets out the full model and dividend treatment.
Clean FATF and EU Standing
Romania is on no FATF list and, as an EU member state, on no EU high-risk list. It sits in MONEYVAL enhanced follow-up, a monitoring track that is distinct from FATF grey-listing.[7] The distinction is a concrete advantage. Neighbouring Bulgaria has been on the FATF grey list since and was still listed after the plenary, which is a genuine handicap for correspondent banking.
Romania carries no such flag, and for a high-risk operator weighing a CEE base, a clean list status is worth more than a marginal tax saving.
Entity Types Under Romanian Law
Romanian company law recognises several business forms, but the SRL dominates: in ONRC register data, SRLs account for 100,428 of the 100,765 entities other than sole traders registered in 2025, or 99.7%.[14] Governed by Companies Law no. 31/1990,[1] the SRL is the standard entity for MiCA CASP, payment and electronic money institution licensing, and most regulated activities. The SA (societate pe acțiuni, joint-stock company) is reserved for larger ventures, external investment, listings, and the small number of regulated activities whose capital and governance rules demand it. Other forms, the young-entrepreneur SRL-D, the sole-trader PFA, the partnerships, and the branch, are niche by comparison.
Definition: SRL (societate cu răspundere limitată): Limited Liability Company
An SRL is a limited liability company governed by Companies Law no. 31/1990. Since Law 239/2025 took effect on , the minimum share capital of a newly formed SRL is RON 500 (about €100), rising to RON 5,000 once net turnover in the previous year's annual accounts exceeds RON 400,000.[9] An SRL may have up to 50 shareholders and requires at least one administrator, who need not be Romanian-resident; corporate directors are permitted. It is eligible for MiCA CASP, EMI, and payment-institution licences.
| Entity | Local Name | Min. Capital | Min. Directors | Used For |
|---|---|---|---|---|
| SRL | Societate cu răspundere limitată | RON 500 | 1 administrator | Standard for crypto/fintech/high-risk (>99% of new companies) |
| SA | Societate pe acțiuni | RON 90,000 | Board + statutory auditor | Regulated activities, external investment, listings |
| SRL-D | SRL debutant | As SRL | 1 administrator | Young-entrepreneur variant; max 5 shareholders, 3-year status |
| PFA / II / IF | Persoană fizică autorizată | None | Owner-managed | Sole trader or family business (Romanian residency in practice; not for a crypto operating entity) |
| Branch | Sucursală | None | Appointed manager | Extension of a foreign parent (not a separate legal entity) |
Formation Process
An SRL is registered with the National Trade Register Office (ONRC), which issues the registration certificate and the unique registration code (CUI) on success. Filing is done online with a qualified electronic signature or, for non-residents, by a power of attorney to a Romanian lawyer; an SRL formation generally does not require a notary where a lawyer handles it. The registry typically decides within about 3 working days of a complete file, with a realistic end-to-end timeline of 5 to 10 working days.[2]
An ordinary SRL need not pay all subscribed capital before registration. It must pay 30% within three months of registration and before starting operations; the balance is due within twelve months for cash contributions or two years for contributions in kind.[24] Separately, a newly formed company must hold a payment account in Romania within 60 working days.[9] Pre-qualify that account during formation.
What You Need to Prepare
| Category | Document / Item | Details |
|---|---|---|
| Identity | Qualified electronic signature or notarised power of attorney | QES for online filing; otherwise a PoA to a Romanian lawyer who files on the founder’s behalf |
| Identity | Passport or ID and proof of address (shareholders and administrator) | Foreign corporate shareholders provide a certificate of good standing, apostilled and translated |
| Corporate | Company name | Reserve up to three options at ONRC; the reservation is valid for about one month |
| Corporate | Registered office (sediu social) | Lease or virtual office with the owner’s consent; a Romanian address is mandatory |
| Corporate | CAEN activity code | Romanian classification of activities; financial-services and gambling codes need separate authorisation |
| Corporate | Articles of Association (Act Constitutiv) | Drafted in Romanian; may be certified by a lawyer rather than a notary |
| Corporate | Beneficial owner declaration | Filed at incorporation with ONRC; UBO threshold >25% |
| Financial | Share capital | RON 500 for a new SRL; 30% within three months and before operations, cash balance within twelve months, in-kind balance within two years[24] |
| Financial | Fiscal identification (NIF) | Non-resident shareholders and the administrator typically need a Romanian tax identification number |
| Financial | State fee payment | No trade-register fees (Law 265/2022 art. 44); the Official Gazette publication of the incorporation extract is charged at RON 152 per manuscript page[15][17][18] |
Preparation and Name Reservation
Reserve up to three name options at ONRC and confirm availability. Draft the Articles of Association (Act Constitutiv) in Romanian, select CAEN activity codes (financial-services and gambling codes flag activities that need separate authorisation), and secure a registered office (sediu social) with the owner’s consent. Decide whether to file online with a qualified e-signature or by a power of attorney to a Romanian lawyer.
Capital Payment Schedule
Set the subscribed capital and payment schedule in the founding documents. Company law allows staged payment after registration: 30% within three months and before operations, then the cash balance within twelve months or in-kind balance within two years. A bank confirmation of full pre-registration payment is not a general SRL incorporation requirement.[24] The higher RON 5,000 capital rule for prior-year net turnover above RON 400,000 remains separate.[9]
Submission and Registration
File the incorporation package with ONRC, online with a qualified e-signature or through a lawyer holding a power of attorney. The file includes the Articles of Association, the registered-office proof, the UBO declaration, and specimen signatures. On a complete file ONRC issues the registration certificate and the unique registration code (CUI) in about 3 working days. Some county registry offices reported backlogs in 2025, so allow a few days of buffer.
Post-Registration
Complete ANAF tax registration and, where applicable, VAT registration, and enrol in the RO e-Invoice and SAF-T (D406) systems, which are mandatory operating obligations. Open the payment account in Romania required within 60 working days of formation; it may be at a bank or payment institution or at the State Treasury. File beneficial ownership with ONRC, apply for any required licence with BNR (EMI or payment institution) or ASF (investment firms; MiCA only once a Romanian authority is designated), and register as an employer if hiring staff.
Remote Formation and Digital Signatures
Romania does not operate an e-Residency programme, but an SRL can still be formed and managed from abroad. Foreign founders and directors need not be Romanian residents, 100% foreign ownership is permitted, and no Romanian-resident administrator is required. The two practical routes to incorporation differ in how identity and signatures are handled: a qualified electronic signature for online filing with ONRC, or a power of attorney to a Romanian lawyer who files on the founder’s behalf. Either avoids relocating to Romania.
The electronic route uses a qualified electronic signature recognised under the EU eIDAS Regulation to file through the ONRC portal. Cross-border eID acceptance for the incorporation flow is uneven in practice, so, as of June 2026, non-residents should confirm that their specific qualified signature is accepted before relying on the electronic route. Where no compatible signature is available, the power-of-attorney route is the common path.
A Romanian lawyer can act under an appropriate power of attorney. Confirm legalisation and authorised Romanian translation requirements for each foreign document. Regulation (EU) 2016/1191 removes apostilles only for specified civil-status and similar EU public documents; company certificates and corporate powers of attorney are outside that general exemption. Non-resident shareholders and the administrator typically also need a Romanian tax identification number (NIF).[26]
The harder remote step is bank onboarding, not registration. Most Romanian banks require the legal representative to attend in person, although the statutory payment-account obligation can also be met through a payment institution or the State Treasury. A newly formed company must hold that account within 60 working days of formation. The company must also maintain a registered office in Romania for official correspondence throughout its life.
Ongoing filings, by contrast, are genuinely remote: ANAF tax returns, the RO e-Invoice system, and annual statements are all submitted electronically.
Requirements
Romania’s SRL formation requirements are light. A single administrator, a registered office in Romania, and RON 500 of share capital are the baseline; there is no residency requirement on shareholders or the administrator, and corporate directors are permitted. Complexity increases when a licence is the goal: a MiCA CASP licence requires Article 67 prudential safeguards: at least the higher of the EUR 50,000/125,000/150,000 Annex IV class floor and 25% of previous-year fixed overheads (projected first-12-month overheads for a new firm), met by qualifying own funds, insurance or a comparable guarantee, or a combination, fit-and-proper management, and the substance MiCA Article 59(2) sets (a registered office in Romania, effective management in the EU and at least one EU-resident director), which the competent authority would assess once designated (the Financial Supervisory Authority, ASF, under the draft ordinance).
Experienced applicants design the entity for the intended licence at incorporation; capital, governance, and substance obligations differ enough between CASP, EMI, and payment regimes that retrofitting an existing SRL adds weeks of restructuring that a correctly structured new entity avoids.
| Requirement | Standard SRL | For CASP Licensing |
|---|---|---|
| Min. Directors | 1 administrator | Qualified management; fit-and-proper assessed |
| Corporate Directors | Permitted | Permitted |
| Min. Shareholders | 1 (up to 50) | 1 (with UBO transparency) |
| Foreign Ownership | 100% permitted | 100% permitted |
| Min. Share Capital | RON 500 | RON 500; Article 67 prudential safeguards: at least the higher of the EUR 50,000/125,000/150,000 Annex IV class floor and 25% of previous-year fixed overheads (projected first-12-month overheads for a new firm), met by qualifying own funds, insurance or a comparable guarantee, or a combination |
| Registered Office | Required (sediu social) | Required (genuine local substance) |
| Local Substance | Not required | Required (Romanian office; effective management in the EU) |
| UBO Disclosure (ONRC) | Mandatory (>25% threshold) | Mandatory (>25% threshold) |
| Resident Director | Not required | At least one EU-resident director (MiCA Art. 59(2)) |
| Payment account in Romania (Law 239/2025) | Within 60 working days of formation | Within 60 working days of formation |
Registered Office and Substance
Every Romanian SRL must maintain a registered office (sediu social) in Romania for official correspondence from ONRC, ANAF, and the courts. A lease or a virtual or serviced office with the property owner’s consent is sufficient, and costs typically run a few hundred euros per year. The registered office is an administrative requirement, not proof of economic substance.
Romania has no offshore-style economic-substance regime: there is no substance test, no substance return, and no substance classification of the kind BVI or Cayman impose. Substance is instead enforced through place of effective management, EU anti-avoidance under ATAD (controlled foreign company, interest-limitation, exit, and anti-hybrid rules), and full OECD-aligned transfer-pricing documentation.
A company managed from abroad risks being treated as tax-resident elsewhere, and ANAF can assert Romanian residence over a foreign entity managed from Romania. For a MiCA licence the competent authority (ASF under the draft ordinance) would test genuine presence: Article 59(2) requires a registered office where services are provided and effective management in the EU, so a shell with only a registered address would not pass authorisation.
UBO Disclosure at ONRC
Romania maintains a beneficial-ownership register held by ONRC under Law 129/2019, which transposes the EU anti-money-laundering framework.[11] A UBO is any natural person holding more than 25% of shares or voting rights, or otherwise exercising control. The declaration is filed at incorporation and within 15 days of any change in beneficial ownership; since an annual declaration, due within 15 days of the approval of the annual accounts, is required only where a shareholder is registered or tax-resident in a jurisdiction that is non-cooperative for tax purposes, high-risk for money laundering or terrorist financing, or under international monitoring for that risk.[23]
Since Law 86/2025 took effect on , members of the public can access UBO data only if they demonstrate a legitimate interest, register online and pay an administrative fee, following the Court of Justice ruling of November 2022.[20]
The penalties are real. Failure to file or update UBO data carries a fine of RON 5,000 to RON 10,000, and if the breach is not remedied within 30 days of the fine, ONRC may apply to dissolve the company. UBO data must therefore be kept current as ownership changes, and it is one of the obligations most often overlooked by founders who treat incorporation as the finish line rather than the start.
Costs and Pricing
Private-provider prices and totals containing them are indicative planning ranges, varying by provider, client profile, document requirements, and risk. Official filing charges are identified separately. Obtain a case-specific quote for the registered address, accounting, banking support and other specialist work.
Romania is a low-cost EU jurisdiction to register in, but the headline fee is the least of the cost. Trade-register charges are nil: Article 44 of Law 265/2022 charges no taxes or tariffs for registration and later registry entries, and the registry office itself sends the incorporation extract to the Official Gazette (art. 16(3)); the company pays for that publication at the Gazette tariff (RON 152 per manuscript page in 2026, art. 16(5)) after the registration is admitted.[15][17][18] The Ministry of Justice draft that would introduce registry fees had not been adopted as of 25 September 2026.[18] The real first-year cost is recurring and compliance-driven: a registered office, mandatory double-entry bookkeeping, and the e-invoicing and SAF-T obligations that every Romanian company now carries. The RON 500 share capital is not a cost in the usual sense; it remains the company’s own money.[2]
Government Fees
| Fee Item | Amount | Notes |
|---|---|---|
| SRL registration | RON 0 | Article 44 of Law 265/2022 charges no taxes or tariffs for trade-register operations; a Ministry of Justice draft proposing ~RON 200 (~€40, halved for online filing) had not been adopted as of 25 September 2026 |
| Company name reservation | RON 0 | Free under the same rule; the pending draft would charge RON 20 |
| Official Gazette (Monitorul Oficial) | RON 152 per manuscript page (2026 tariff) | The registry office sends the incorporation extract for publication itself (Law 265/2022 art. 16(3), (5)); the company pays the Gazette tariff after the registration is admitted; the pending draft would add RON 10 for the transmission[15][17][18] |
| UBO declaration | €0 | No separate filing fee at incorporation |
| Fiscal identification (NIF) | Minimal | For non-resident shareholders and the administrator |
| Register amendment | RON 0 | No tax or tariff for registering an amendment (Law 265/2022 arts 43-44); where the law requires the amendment to be published, the Gazette tariff applies[15][17] |
Total Cost Summary
| Cost Item | Statutory cost (EUR) |
|---|---|
| SRL registration at ONRC | 0 |
| Company name reservation | 0 |
| Official Gazette notice (Monitorul Oficial) | RON 152 per manuscript page[17][18] |
| UBO declaration at incorporation | 0 |
| Annual government company fee | 0/year |
| Year 1 statutory total | RON 152 per manuscript page for the Gazette publication; registry charges €0[15][17][18] |
That table is not a rounding error. Romania’s trade register charges nothing to incorporate a company and nothing to keep one on the register; the only state charge is the Gazette publication of the incorporation extract, at RON 152 per manuscript page, so almost the entire cost of the exercise is professional work.[15][17][18]
The partner who carries the mandate charges separately for consultation, running the case, preparing and filing the paperwork, and compliance, and that fee is quoted per case because every case differs. Jagelski & Partners charges the client nothing.
Three Romanian requirements sit outside the statutory total and none of them is optional. Every SRL must hold a registered office in Romania, every SRL must keep double-entry books, and every SRL must meet the e-invoicing and SAF-T obligations. All three are bought from commercial providers rather than paid to the state, so all three are quoted per case.
Taxation
Romania applies a flat 16% corporate income tax on company profits, whether retained or distributed. The 2024 to 2026 reforms reset everything around it: the dividend tax doubled to 16% from , VAT rose to 21% from , and the 1% micro-enterprise turnover regime was tightened to a €100,000 cap and made conditional on the company’s actual activity not falling within an excluded financial-sector or gambling category.[4] For a licensed crypto, fintech, or gambling operator the working model is 16% CIT plus 16% dividend tax.
| Tax Type | Rate | Notes |
|---|---|---|
| CIT (standard) | 16% flat | On profit, whether retained or distributed |
| Micro-enterprise tax | 1% of revenue | Capped at €100,000; every Fiscal Code condition must be met and the actual activity must fall outside excluded financial-sector and gambling categories |
| Dividend tax | 16% (from ) | Was 10% in 2025, 8% in 2024; participation exemption if ≥10% held ≥1 year |
| VAT (standard) | 21% (from ) | Up from 19%; single 11% reduced rate |
| VAT (crypto exchange services) | Exempt | Virtual currency ↔ fiat exchange; CJEU Hedqvist ruling (C-264/14) |
| WHT on interest and royalties (non-resident) | 16% | Reduced or eliminated by tax treaty or the EU Interest and Royalties Directive |
| Minimum turnover tax (IMCA) | 0.5% of adjusted turnover (2026) | Only for prior-year turnover above €50m where CIT is lower; cut from 1% for 2026 and applied only until 31 December 2026[22] |
| Capital gains (corporate) | 16% (within CIT) | Participation exemption may apply to qualifying share disposals |
| Employer social contribution | ~2.25% | Employee bears CAS 25% + CASS 10% + 10% income tax |
| Credit-institution surtax | 4% of turnover (from ) | 2% for institutions below 0.2% market share |
Flat Tax and the Micro-Enterprise Myth
The flat 16% rate is the safe planning assumption, while the 1% micro-enterprise tax requires an activity-specific eligibility test. The regime is capped at €100,000 of revenue, every Fiscal Code condition must be met, and specified financial-sector activities and gambling are excluded. A licensed crypto or fintech operator should confirm how its actual activity is classified before relying on the 1% rate.
The dividend layer is the other half of the picture. Dividend tax is 16% from , double the 8% of 2024, although an inter-company participation exemption applies where the recipient has held at least 10% for at least a year, satisfying the EU Parent-Subsidiary Directive.[8] The combined burden for a profit-distributing licensed business is therefore 16% corporate tax plus 16% dividend tax.
CRS/CARF, DAC8, and the e-Invoicing Load
Romania participates in the OECD Common Reporting Standard and brings crypto into automatic exchange through the EU’s DAC8 directive, which it transposed (gazetted ) and applies from , with first reporting in 2027 and the Crypto-Asset Reporting Framework (CARF) following on the same rails.[10] Separately, Romania has rolled out some of the EU’s most demanding operational reporting: the RO e-Invoice system is mandatory for business-to-business and business-to-government invoicing, and SAF-T (declaration D406) extends to small and non-resident VAT-registered companies. These are real recurring costs, so build e-invoicing, SAF-T, and CARF/DAC8 data collection into systems from day one.
Pillar Two (Global Minimum Tax)
Romania transposed the EU Pillar Two directive (2022/2523) through Law 431/2023, applying a 15% minimum effective rate to multinational and large domestic groups with consolidated revenue of at least €750 million, for financial years beginning on or after . The €750 million threshold means Pillar Two does not affect a standalone Romanian-domiciled company; it is relevant only to large groups using an SRL as a subsidiary.
Banking
Banking timelines are indicative and vary by institution, client profile and risk. Banks and payment providers commonly request ownership, source-of-funds and transaction or wallet history; the document scope and acceptance decision are institution-specific. Incorporation or a specialist introduction does not guarantee an account.
Banking is the hardest practical step for crypto and high-risk companies forming in Romania, and Law 239/2025 sharpens it. Romanian banks, mostly subsidiaries of Western European banking groups, are conservative and apply heavy enhanced due diligence to non-resident-owned and crypto-adjacent businesses, where declines are common.
Every legal person must hold a payment account in Romania, at a bank or payment institution or at the State Treasury; a new company has 60 working days from formation. That deadline is why the account has to be sequenced early rather than treated as a formality after registration.
A capital-deposit account can usually be opened before registration in a few business days. The operational account is the friction point: most Romanian banks require the legal representative to attend in person and run full AML checks, and remote opening is generally not available. Plan for the representative to travel once, or to use a local agent where the bank permits it, and start the process during formation rather than after the certificate arrives.
In practice the routes are layered. A Romanian bank, payment institution, or the State Treasury can satisfy the statutory account obligation; EU and EEA-licensed EMIs and payment institutions can provide multi-currency accounts, IBANs, SEPA, and cards for operations; and crypto-friendly EMIs handle on and off-ramp flows.
Onboarding runs several weeks for a local operating account and days to a couple of weeks for an EMI. Expect to provide incorporation documents, the articles, the UBO register, a business plan, and source-of-funds and source-of-wealth evidence.
Romania’s clean FATF and EU standing helps at the country level, but MONEYVAL’s enhanced follow-up and broad crypto de-risking mean enhanced due diligence persists for non-resident crypto SRLs.[7] The most effective approach is to pre-qualify and apply to several suitable institutions in parallel rather than sequentially, and to start early enough to meet the deadline without a scramble: a single rejection after weeks of due diligence, followed by starting over elsewhere, turns a manageable process into a quarter-long bottleneck. For how pre-qualified placement across banking and EMI partners works, see the banking service overview.
Annual Compliance
All Romanian companies must comply with ongoing filing obligations, including dormant ones. Non-compliance triggers escalating consequences, from administrative fines to dissolution, and ANAF can separately declare a non-filing company fiscally inactive, which puts it on a path to deregistration.
Annual Financial Statements
Every Romanian company must file annual financial statements. Those of a calendar-year company are filed with ANAF by 31 May of the following year (next working day where it falls on a non-working day: 2 June in 2026);[21] a company with prior-year net turnover above €1 million or that is a public-interest entity also files semi-annual reports.[6] The statements are prepared under Romanian accounting rules (OMFP 1802/2014), with EU-adopted IFRS mandatory for listed and consolidated entities and certain public-interest entities. Content scales with company size, from abridged statements for the smallest entities to full disclosures for larger ones.
A statutory audit is required when the company exceeds at least two of three size thresholds for two consecutive years, measured on total assets, net turnover, and average employees; public-interest entities are always audited. Most newly formed crypto and fintech SRLs fall below the thresholds in their early years and file unaudited statements. Setting an internal deadline a month before the statutory date is the simplest insurance against an avoidable filing failure for a remotely managed company.
Tax Filing
The annual corporate income tax return for 2026 is generally due by 25 June 2027. OUG 8/2026 makes 25 June of the following year the ordinary deadline from the 2026 tax year; a modified fiscal year uses the 25th day of the sixth following month. Liquidation and other statutory exceptions have separate deadlines. Quarterly payments, VAT, SAF-T, and RO e-Invoice obligations remain separate.[25]
Penalties for Non-Compliance
The penalties escalate to dissolution. UBO filing failures carry the fine and dissolution risk set out under UBO Disclosure above. A company without a payment account in Romania is fined RON 3,000 to RON 10,000 and can be declared fiscally inactive.[9] Separately, under Law 239/2025 an SRL that has not raised its capital to the new minimum within the two-year window can be dissolved by the court on request, unless the capital is brought up to the minimum before the judgment becomes final; the same law fines breaches of its new interim-dividend and shareholder-loan restrictions RON 10,000 to RON 200,000 and makes the company and the benefiting shareholder jointly liable for the company’s outstanding budget obligations administered by the central tax authority, up to the amounts lent or repaid.[9] Late tax filing and payment carry their own fines and interest.
ANAF can also declare a non-filing company fiscally inactive, which leads toward deregistration. Dormant companies are not exempt: a zero-activity SRL must still file its annual statements or a declaration of no activity and keep its UBO data current. Closing a company cleanly requires a formal wind-down, not simply ceasing to file.
Licensing Pathways from a Romanian Company
The entity should be designed with the intended licence in mind. Capital, management, and substance obligations differ between licence types, and an SRL formed with RON 500 and a single non-resident administrator will need recapitalisation, qualified management, and genuine local substance before any financial-services licence can proceed. The Financial Supervisory Authority (ASF) is the competent authority for investment-firm authorisations and the proposed, not yet designated, authority for MiCA CASP authorisation, the National Bank of Romania (BNR) for electronic money and payment institutions, and the National Gambling Office (ONJN) for gambling.[5] The company must exist on the register before an application is filed, and banking runs in parallel and must be solved before commercial launch.[12]
MiCA CASP Licence
Article 67 safeguards: max(EUR 50,000/125,000/150,000 class floor, 25% of previous-year fixed overheads; projected first-12-month overheads for a new firm). Qualifying own funds, insurance/comparable guarantee, or a combination. ASF proposed as regulator; no Romanian application route yet. EEA-wide passporting once authorised.
EMI / Payment Institution Licence
€20,000–€350,000 capital. BNR-regulated. EU passporting for e-money and payment services.
Romanian Gambling Licence
ONJN-regulated. RON 5,000,000 paid-in capital; a closed national regime with no EU passporting and a real-time data link to ONJN.
Advantages and Limitations
Romania offers genuine advantages for EU market access with a clean compliance reputation, but the 2024 to 2026 reforms removed much of its old tax edge and banking is hard. The honest picture leads with both, and for a high-risk operator the clean list status often outweighs the higher headline taxes.
- Clean FATF and EU standing. Romania is on no FATF or EU high-risk list, a concrete correspondent-banking edge over grey-listed neighbours such as Bulgaria.[7][19]
- Low-cost, fast EU formation. No trade-register fees[15], a registry decision in about 3 working days, and RON 500 share capital make Romania cheap to enter.
- EU single-market access and MiCA passporting. Once Romania designates its authority, an ASF CASP authorisation would passport across the EEA under a single licence.[3][16]
- 100% foreign ownership. No residency requirement on shareholders or the administrator, and corporate directors are permitted, unlike several Baltic peers.
- Flat, predictable 16% corporate tax. A single flat rate is simpler than tiered systems and lower than the Czech Republic’s 21%.
- Large, established market. Romania is one of the largest CEE economies, with a deep talent pool and mature professional-services market.
- Banking is hard, and a payment account in Romania is mandatory within 60 working days of formation. Romanian banks are conservative toward non-resident-owned crypto entities. Mitigation: choose a qualifying bank, payment-institution, or Treasury route early, and use the banking partner network for pre-qualified operating rails.
- The 1% micro-enterprise tax is conditional. The cap is €100,000 of revenue, every Fiscal Code condition must be met, and the actual activity must fall outside excluded financial-sector and gambling categories. Mitigation: model on 16% CIT plus 16% dividend tax unless the exact activity is confirmed eligible.
- Tax friction rose in 2024 to 2026. Dividend tax doubled to 16% and VAT rose to 21%. Mitigation: the rate is still flat and predictable, and the clean list status offsets the higher headline for high-risk operators.
- Heavy operational compliance. Mandatory e-invoicing, SAF-T reporting, and Romanian-language filings add real ongoing cost. Mitigation: a local accountant handles e-invoice and SAF-T enrolment; budget for it from day one.
- Registry backlogs and bureaucracy. Some county registry offices reported delays in 2025. Mitigation: use a local agent and allow a few buffer days; the registry decision itself is typically about 3 working days.
How Romania Compares
Romania competes most directly with three CEE peers: Bulgaria (a low-cost entry, but FATF grey-listed), Lithuania (the Baltic fintech hub), and the Czech Republic (the notarial-certainty alternative). All four are EU member states, so each offers EEA passporting once licensed; the choice turns on running tax, formation cost, and, crucially for a high-risk operator, list status.
| Factor | Romania | Bulgaria | Lithuania | Czech Republic |
|---|---|---|---|---|
| Entity Type | SRL | EOOD / OOD | UAB | s.r.o. |
| Timeline | 5–10 working days | 1–3 business days (registry); 2–3 weeks remote | 3–5 business days | 5–10 business days (planning estimate) |
| State Fee | No trade-register fee (Law 265/2022, Art. 44); Gazette publication RON 152 per page[15][17] | ~€28–€56 | €14.02 + €6.75 name fee | CZK 2,700≈ $130 registration via notary; qualifying simplified s.r.o. exempt |
| Min. Capital | RON 500 (~€100) | €1 | €1,000 | ~€0.04 (CZK 1) |
| Corporate Tax | 16% flat + 16% dividend | 10% flat + 5% dividend | 17% flat | 21% |
| EU Passporting | Yes once licensed; no Romanian MiCA route yet[3][16] | Yes | Yes | Yes |
| FATF Status | MONEYVAL follow-up; not listed | FATF: grey-listed () | MONEYVAL: not listed | MONEYVAL: not listed |
| Remote Formation | Yes (e-signature or PoA) | Yes (PoA) | Yes (e-signature or notary) | Yes (notarial, via PoA) |
| Crypto Banking | Difficult | Difficult | Difficult (deep EMI market) | Moderate |
| Best For | Clean-standing CEE base, MiCA via ASF once designated | Low-cost EU entry, 10% flat tax | Fintech, EMI/payment, EU crypto licensing | CEE market access, notarial certainty |
Compare every formation jurisdiction side by side →
The key difference is: all four deliver EEA passporting once licensed, so the decision turns on tax, cost, and reputation. Romania’s stand-out is its clean FATF and EU standing, a real banking advantage over Bulgaria’s grey-listing, paired with a flat 16% tax. Bulgaria is cheaper to run at 10% but carries the grey-list handicap; Lithuania offers the deepest EMI ecosystem; the Czech Republic trades a 21% rate for notarial certainty.
When Romania Is the Right Choice
Choose Romania if: you want a clean-standing EU base in a large CEE market with MiCA passporting via ASF once it is designated; a flat, predictable 16% tax suits the plan; you value being on no FATF or EU list as a concrete banking advantage; and low formation cost matters.
Consider an alternative jurisdiction if: the priority is a low flat running tax and you can absorb a grey-list flag (Bulgaria at 10% plus 5%); the business is payments- or e-money-centric and benefits from the EU’s deepest EMI ecosystem (Lithuania); or you prefer a distribution-based model that defers tax on reinvested profit (Estonia or Latvia).
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Frequently Asked Questions
The National Trade Register Office (ONRC) typically issues the registration certificate within about 3 working days of a complete file, and a realistic end-to-end timeline is 5 to 10 working days including document preparation, the registered office, and a name reservation. Foreign founders do not need to travel to incorporate: filing is done online with a qualified electronic signature or by a power of attorney to a Romanian lawyer. Some county registry offices reported backlogs in 2025, so build in a few days of buffer.
Since , under Article VI of Law 239/2025, the minimum share capital for a newly formed SRL is RON 500 (about €100), replacing the previous nominal RON 1. If the company’s net turnover in the previous year’s annual accounts exceeds RON 400,000, the capital must be increased to RON 5,000 (about €1,000). Capital is the company’s own money, not a fee.
For licensed activities the requirement is far higher and set by sector rules: a MiCA crypto-asset service provider needs Article 67 prudential safeguards: at least the higher of the EUR 50,000/125,000/150,000 Annex IV class floor and 25% of previous-year fixed overheads (projected first-12-month overheads for a new firm), met by qualifying own funds, insurance or a comparable guarantee, or a combination, and gambling requires RON 5,000,000 of paid-in capital.
Law 239/2025 requires every Romanian legal person to hold a payment account in Romania (at a bank or payment institution, or at the State Treasury); a newly formed company must open it within 60 working days of formation, and non-compliance is fined RON 3,000 to RON 10,000 and can lead to the company being declared fiscally inactive.[9] The CUI (cod unic de înregistrare) is the unique registration code that the National Trade Register Office issues on registration; it is the company’s core tax and identification number, used for ANAF tax registration, invoicing, and the VAT and e-invoicing systems.
Almost nothing, in state charges. Article 44 of Law 265/2022 charges no taxes or tariffs for registration and later registry entries, and the registry office itself sends the incorporation extract to the Official Gazette (art. 16(3)).[15] The company pays for that publication at the Gazette tariff, RON 152 per manuscript page in 2026 (art. 16(5)), after the registration is admitted and before the documents are released, so the statutory Year 1 cost of a Romanian SRL is that publication charge alone.[15][17][18] A Ministry of Justice draft that would introduce roughly RON 200 had not been adopted as of , and there is no annual company fee either. The whole real cost is professional work: the registered office, the mandatory double-entry bookkeeping with e-invoicing and SAF-T compliance, VAT setup, and the partner who runs the case. That work is quoted per case because every case differs.
It depends on the company’s actual activity and whether every Fiscal Code condition is met. From 2026 the 1% micro-enterprise turnover tax is capped at €100,000 of revenue; specified financial-sector activities and gambling are excluded. A licensed operator should model the standard 16% corporate income tax unless its exact activity qualifies, and confirm the classification before relying on the micro regime.
The standard VAT rate is 21% from (up from 19%), with a single 11% reduced rate. The dividend tax is 16% from , up from 10% in 2025 and double the 8% of 2024; an inter-company participation exemption applies where the recipient has held at least 10% for at least a year.
You do not need to travel to incorporate: 100% foreign ownership is allowed, no Romanian-resident director is required, and filing is done remotely by power of attorney. The operational bank account is the hard part. Most Romanian banks require the legal representative to attend in person, and they apply heavy due diligence to non-resident-owned and crypto-adjacent businesses.
A capital-deposit account can be opened before registration, but Law 239/2025 also requires a payment account in Romania, at a bank or payment institution or at the State Treasury, within 60 working days of formation, so sequence the account early. See the banking service overview for how pre-qualified placement works.
No. Romania is not on the FATF grey list or black list, and as an EU member state it is not on the EU list of high-risk third countries. It is in MONEYVAL enhanced follow-up, which is a monitoring track, not a listing. This is a genuine banking advantage over neighbouring Bulgaria, which has been on the FATF grey list since October 2023 and was still listed after the June 2026 plenary.
Not yet. MiCA applies directly, but Romania’s implementing ordinance, which would designate the Financial Supervisory Authority (ASF) as competent authority, was still a draft after its first reading on 2 April 2026, so no Romanian authority can receive or decide a CASP application.
Emergency Ordinance 10/2025 amended the anti-money-laundering law and did not designate a MiCA authority. A MiCA crypto-asset service provider licence requires Article 67 prudential safeguards: at least the higher of the EUR 50,000/125,000/150,000 Annex IV class floor and 25% of previous-year fixed overheads (projected first-12-month overheads for a new firm), met by qualifying own funds, insurance or a comparable guarantee, or a combination and confers passporting across the EEA once authorised. Formation is not a licence: the SRL must exist first, and entity structure and capital should be designed for the licence target before incorporation. See the full Romania MiCA CASP licensing guide →
No. Romania has no offshore-style economic-substance regime: there is no substance test, no substance return, and no substance classification of the kind BVI or Cayman impose. As an EU member state it instead applies place-of-effective-management, EU anti-avoidance under ATAD (controlled foreign company, interest-limitation, exit, and anti-hybrid rules), and full transfer-pricing documentation. The practical point is that a Romanian SRL needs genuine management substance to be robust, even though it files no economic-substance return.
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References
Show all references
- Parliament of Romania, Companies Law no. 31/1990 (republished, as amended), English translation, fondulproprietatea.ro, accessed .
- National Trade Register Office (Oficiul Național al Registrului Comerțului, ONRC), Company registration, fees, and procedures, onrc.ro, accessed .
- European Union, Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA), EUR-Lex; Romanian Ministry of Finance, draft emergency ordinance on crypto-asset services, mfinante.gov.ro; Government of Romania, first-reading record of 2 April 2026, gov.ro; and ESMA, Article 93 competent-authority list, esma.europa.eu, rechecked .
- PwC, Tax Summaries: Romania Corporate: Taxes on Corporate Income, taxsummaries.pwc.com, accessed .
- Financial Supervisory Authority (Autoritatea de Supraveghere Financiară, ASF), MiCA crypto-asset service providers, asfromania.ro, accessed .
- National Agency for Fiscal Administration (Agenția Națională de Administrare Fiscală, ANAF), Tax returns, VAT, SAF-T, and e-Invoice, anaf.ro, accessed .
- Council of Europe / MONEYVAL, Romania: Mutual Evaluation Report and Enhanced Follow-Up, coe.int, accessed .
- Parlamentul României, Legea nr. 141 din 25 iulie 2025 privind unele măsuri fiscal-bugetare (Monitorul Oficial nr. 699 of 25 July 2025; art. II sets dividend tax at 16% of the gross dividend, applying to dividends distributed from 1 January 2026), anaf.ro, accessed .
- Parlamentul României, Legea nr. 239 din 15 decembrie 2025 (Monitorul Oficial nr. 1160 of 15 December 2025, in force 18 December 2025; Art. VI sets the minimum share capital at RON 500 for a newly formed SRL and RON 5,000 where prior-year net turnover exceeds RON 400,000; Art. II, in force 1 January 2026, requires every legal person to hold a payment account in Romania, at a bank or payment institution or at the State Treasury, and a newly formed entity to open it within a maximum of 60 working days; new art. 12(4) of Law 70/2015 fines a breach RON 3,000 to RON 10,000, and amended art. 92(1^2) of the Fiscal Procedure Code declares a legal person without such an account fiscally inactive), anaf.ro, checked .
- European Commission, Directive on Administrative Cooperation in Taxation (DAC8), taxation-customs.ec.europa.eu, accessed .
- National Trade Register Office (ONRC), Beneficial-Owner Register under Law 129/2019, onrc.ro, accessed .
- National Bank of Romania (Banca Națională a României, BNR), Authorisation of payment and electronic money institutions, bnr.ro, accessed .
- Council of the European Union, EU List of Non-Cooperative Jurisdictions for Tax Purposes, consilium.europa.eu, accessed .
- National Trade Register Office (ONRC), Firme înregistrate la Registrul Comerțului până la data de 02.09.2026 (open-data register extract; 2025 registrations by legal form: SRL 100,428, SA 83, all other non-sole-trader forms 254, and PFA, II and IF sole traders 52,860), data.gov.ro, accessed .
- Parlamentul României, Legea nr. 265/2022 privind registrul comerțului, arts 15(4) (the ONRC Bulletin is free), 16(3) (the registry office sends the incorporation extract to the Monitorul Oficial within three working days), 16(5) (publication in the Monitorul Oficial follows Law 202/1998), 41, 43 and 44 (no taxes or tariffs for those operations), anaf.ro, accessed .
- EEA Joint Committee, Decision No 41/2025 of 20 February 2025 amending Annex IX (Financial services) to the EEA Agreement, incorporating Regulation (EU) 2023/1114; date of effect 24 June 2025, OJ L 2025/765, 8 May 2025, eur-lex.europa.eu, accessed .
- Camera Deputaților, Biroul permanent, Decizia nr. 1/2026 privind tarifele pentru publicarea actelor în Monitorul Oficial al României (Partea a IV-a, point 5.1: RON 152 per manuscript page for acts under Law 31/1990), Monitorul Oficial, Partea I, nr. 88 of 4 February 2026, monitoruloficial.ro, accessed .
- Oficiul Național al Registrului Comerțului (ONRC), Înregistrare persoane juridice (no taxes or tariffs for registration operations; a Monitorul Oficial Part IV publication tariff is charged for the incorporation extract) and notice of 30 April 2026 (the publication tariff is paid after the application is admitted and before the documents are released), onrc.ro, accessed .
- Financial Action Task Force, Jurisdictions under Increased Monitoring – 19 June 2026 (Bulgaria listed since October 2023; Romania not listed), fatf-gafi.org, accessed .
- Parlamentul României, Legea nr. 86 din 22 mai 2025 privind modificarea și completarea Legii nr. 129/2019 (art. I points 13-16: access to beneficial-ownership data for any person or organisation that can demonstrate a legitimate interest, after online registration and an administrative fee), Monitorul Oficial, Partea I, nr. 483 of 23 May 2025, onpcsb.ro, accessed .
- Agenția Națională de Administrare Fiscală (AJFP Argeș), Comunicat de presă: întocmirea și depunerea situațiilor financiare anuale pentru anul 2025 (companies file by 31 May 2026; as 31 May was a non-working day, the last day was 2 June 2026), , static.anaf.ro, accessed .
- Guvernul României, Ordonanța de urgență nr. 89/2025 (art. I point 1: minimum turnover tax 0.5% for 2026, applied only until 31 December 2026; point 4: microenterprise rate 1%), Monitorul Oficial, Partea I, nr. 1203 of 24 December 2025, static.anaf.ro, accessed .
- Oficiul Național al Registrului Comerțului (ONRC), Informare privind noile prevederi legale referitoare la depunerea declarației privind beneficiarii reali (notice of on Law 129/2019 art. 56(1) and (13) as amended by Law 315/2021, Monitorul Oficial, Partea I, nr. 1240 of 29 December 2021, in force 1 January 2022), reproduced by cabinetexpert.ro, accessed .
- ONRC, Companies Law 31/1990, Article 9¹(2): payment of subscribed SRL capital, official text, accessed .
- ANAF, 2026 corporate income tax changes, point 8: annual return deadline, official text, accessed .
- Primary source: Regulation (EU) 2016/1191, Article 2.