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 licensed through the Financial Supervisory Authority (ASF), 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. Romania transposed the Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114) through Emergency Ordinance 10/2025, in force from , with the Financial Supervisory Authority (ASF) as the competent authority and single point of contact with ESMA; a MiCA CASP authorisation passports across all 30 EEA states without additional national authorisations.[3] For businesses targeting European customers, an SRL provides a direct pathway from formation to a MiCA CASP licence.
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 financial-sector and gambling activities excluded from the regime entirely.[4] A licensed crypto, fintech, or gambling operator is left with the flat 16% headline, not the 1% one. 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 remained listed at 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: per ONRC incorporation data it accounts for well over 99% of new company registrations. 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. From , under Law 239/2025, the minimum share capital is RON 500 (about €100), rising to RON 5,000 if net turnover exceeds RON 400,000. 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]
Two practical details shape the real timeline. First, the share capital, RON 500 for most SRLs, is deposited into a Romanian capital account, which can be opened before registration. Second, and new since Law 239/2025, the company must hold a Romanian bank account within 60 business days of incorporation.[9] Both collide with banks’ reluctance to onboard non-resident-owned crypto entities, so pre-qualify a banking route in parallel with formation rather than after it.
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 (RON 5,000 if turnover exceeds RON 400,000); deposited to a Romanian capital account |
| Financial | Fiscal identification (NIF) | Non-resident shareholders and the administrator typically need a Romanian tax identification number |
| Financial | State fee payment | Registration, name reservation, and gazette fees; 50% discount for online filing |
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 Deposit
Open a Romanian capital account and deposit the RON 500 share capital (RON 5,000 where turnover will exceed RON 400,000). The bank issues a confirmation for the registration file. This is the first point at which a non-resident-owned entity meets Romanian bank due diligence, and a good moment to begin pre-qualifying the operational account.
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 operational bank account required within 60 business days of incorporation, in practice pairing a thin local account with EMI rails. File beneficial ownership with ONRC, apply for any required licences with ASF or BNR, 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.
Under the power-of-attorney route, a notarised and apostilled power of attorney lets a Romanian lawyer complete every step, so the founder never travels. Foreign public documents must be apostilled and accompanied by an authorised Romanian translation, although documents issued in another EU member state benefit from Regulation (EU) 2016/1191, which removes the apostille requirement for many of them. Non-resident shareholders and the administrator typically also need a Romanian tax identification number (NIF), obtained as part of the setup.
The harder remote step is banking, not registration. Most Romanian banks require the legal representative to attend in person to open the operational account that the company must hold within 60 business days of incorporation. 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 substantial fully paid-in capital (€50,000–€150,000), fit-and-proper management, and genuine local substance, all assessed by the Financial Supervisory Authority (ASF). 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 a correctly-structured greenfield 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 | €50,000–€150,000 (fully paid in) |
| Registered Office | Required (sediu social) | Required (genuine local substance) |
| Local Substance | Not required | Required (office, management in Romania) |
| UBO Disclosure (ONRC) | Mandatory (>25% threshold) | Mandatory (>25% threshold) |
| Resident Director | Not required | Effective local management expected |
| Bank Account (Law 239/2025) | Within 60 business days | Within 60 business days |
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 licensed activities, ASF expects genuine local presence, so a shell with only a registered address will 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, again annually within 15 days of the approval of the annual accounts, and within 15 days of any change in beneficial ownership. UBO data is currently accessible through the ONRC portal, though a 2025 draft law may narrow public access to those with a legitimate interest following the 2022 Court of Justice ruling.
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
Romania is a low-cost EU jurisdiction to register in, but the headline fee is the least of the cost. Government charges total roughly €40 to €70 (registration, name reservation, and the Official Gazette, with a 50% discount for online filing). 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 (from ) | ~RON 200 (~€40) | 50% discount for online filing |
| Company name reservation | ~RON 20 | Reserves up to three name options at ONRC |
| Official Gazette (Monitorul Oficial) | ~RON 10 | Publication of the incorporation notice |
| UBO declaration | €0 | No separate filing fee at incorporation |
| Fiscal identification (NIF) | Minimal | For non-resident shareholders and the administrator |
| Register amendment | Variable | Per amendment to the trade-register record |
Total Cost Summary
| Cost Item | All-in cost (EUR) |
|---|---|
| Government fees (registration, name, gazette) | 40–70 |
| Formation assistance | 500–2,000 |
| Registered / virtual office | 200–600/year |
| Monthly accounting (e-invoicing + SAF-T) | 960–2,400/year (€80–200/month) |
| VAT and e-invoicing setup | 100–400 |
| Total Year 1 (excl. share capital) | €2,500–€5,000 |
| Annual Ongoing (Year 2+) | €1,500–€3,500 |
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 with financial-sector and gambling activities excluded.[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 turnover | Capped at €100,000; excludes financial-sector and gambling activities |
| 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) | 1% of adjusted turnover | Only for prior-year turnover above €50m where CIT is lower; applies through 2026 |
| 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 applies to all SRL profit, and the 1% micro-enterprise tax is a trap for this audience. The financial-sector activities shut out of the regime are banking, insurance, capital markets and intermediation, alongside gambling, so a licensed crypto, fintech, or gambling operator cannot use it.
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 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. The new rule that every company must hold a Romanian bank account within 60 business days of incorporation collides directly with that reluctance, which is why banking 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. Large Romanian universal banks handle the mandatory local account, slowly and with little appetite for crypto; EU and EEA-licensed EMIs and payment institutions 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 with the Ministry of Finance and ANAF within 150 days of the financial year end, which is about 30 May for a calendar-year company; 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 is generally due by 25 March of the following year (postponed to 25 June for some periods through 2025), with quarterly advance payments during the year. VAT-registered companies file monthly or quarterly VAT returns. On top of those, the RO e-Invoice system and the SAF-T declaration (D406) are mandatory operational filings that now reach small and non-resident VAT-registered companies. All filing is electronic through ANAF.[6]
Penalties for Non-Compliance
The penalties escalate to dissolution. Failure to file or update UBO data carries a fine of RON 5,000 to RON 10,000, and ONRC may apply to dissolve the company if the breach is not cured within 30 days. Separately, the Law 239/2025 minimum-capital reform brings joint director and shareholder liability and fines of RON 10,000 to RON 200,000, with dissolution available under Article 237 of Companies Law 31/1990 where the position is not remedied. 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 MiCA CASP and investment-firm authorisations, 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
€50,000–€150,000 capital. ASF-regulated. EU passporting to 30 EEA states.
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][13]
- Low-cost, fast EU formation. Government fees of roughly €40 to €70, 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. An ASF CASP authorisation passports across 30 EEA states under a single licence.
- 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 local account is mandatory within 60 business days. Romanian banks are conservative toward non-resident-owned crypto entities. Mitigation: pair a thin local account with EU-licensed EMIs, and use the banking partner network for pre-qualified routes.
- The 1% micro-enterprise tax does not apply to licensed businesses. Financial and gambling activities are excluded, and the cap is €100,000. Mitigation: model on 16% CIT plus 16% dividend tax from the start, not the 1% headline.
- 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 (the lowest-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 | 3–5 business days | 3–5 business days | 5–10 business days |
| State Fee | ~€40 (50% off online) | ~€28–€135 | ~€57 + name fee | ~€400 (notary + court) |
| 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 | 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 | Moderate (deep EMI market) | Moderate |
| Best For | Clean-standing CEE base, MiCA via ASF | Lowest-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; 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 the lowest 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).
Not sure which column is you? Ask Emma. She compares these jurisdictions in seconds, in your language.
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.
From , under Law 239/2025, the minimum share capital for an SRL is RON 500 (about €100), replacing the previous nominal RON 1. If the company’s net turnover 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 the regulator: a MiCA crypto-asset service provider needs €50,000 to €150,000 by service class, and gambling requires RON 5,000,000 of paid-in capital.
Law 239/2025 requires a Romanian company to hold a Romanian bank account within 60 business days of incorporation, with director and shareholder liability and fines for non-compliance. 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.
The government fee is trivial, roughly €40 to €70 (registration, name reservation, and the official gazette, with a 50% discount for online filing). The realistic all-in first-year cost is about €2,500 to €5,000, driven by the registered office, mandatory double-entry bookkeeping with e-invoicing and SAF-T compliance, VAT setup, and formation assistance, and excluding licensing and banking friction. The honest summary is that the €40 state fee is not the cost; compliance and banking are.
No. The standard corporate income tax is a flat 16%. From 2026 the 1% micro-enterprise turnover tax is capped at €100,000 of turnover and, critically, financial-sector activities (banking, insurance, capital markets and intermediation) and gambling are excluded from the regime entirely. For a licensed crypto, fintech, or gambling operator the micro regime does not apply, and the relevant model is 16% CIT plus 16% dividend tax.
The standard VAT rate is 21% from (up from 19%), with a single 11% reduced rate. The dividend tax is 16% from , doubled from 8% in 2024 and 10% in 2025; 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 Romanian bank account within 60 business days of incorporation, so sequence banking early and expect to pair a thin local account with EMI rails for operations. 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 remained listed at the February 2026 plenary.
Yes. Romania transposed MiCA through Emergency Ordinance 10/2025, in force from 13 March 2025, with the Financial Supervisory Authority (ASF) as the competent authority and single point of contact with ESMA. A MiCA crypto-asset service provider licence requires €50,000 to €150,000 of capital by service class and confers EU 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.
Form your Romanian company, banking-ready
Formation, banking, and your licensing path, handled end-to-end with one point of contact. Book a free assessment and we’ll map the route, including the 60-day account rule and the e-invoicing setup.
Not ready to book? Ask Emma first. She answers now, and if it needs a human she takes your details so the consultation starts ahead.
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 .
- EUR-Lex, Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA), eur-lex.europa.eu, accessed .
- 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 (GEO 10/2025), 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 .
- EY, Romania: VAT Increase to 21% and Tax Changes 2025–2026, ey.com, accessed .
- Schoenherr, Romania: Law 239/2025 – Minimum Share Capital and Mandatory Bank Account Reform, schoenherr.eu, accessed .
- 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 .