Company Formation in Romania: Guide for US Entrepreneurs

Romania offers a practical entry point for any U.S. entrepreneur looking to break into the European market. As an EU member, the country provides businesses with direct access to clients across Europe alongside a strategic location that’s only a short plane ride away from the continent’s biggest economic hubs.

Thanks to its tax rates, Romania’s business climate is especially attractive for Americans. The standard corporate rate sits at 16%, and micro companies can take advantage of even lower rates depending on turnover and type of activity.¹

This combination of low taxes and EU membership makes Romania a smart choice for American entrepreneurs looking for efficient company formation, lower costs and broad market reach. This step-by-step guide combines legal expertise and practical tips to help you get started.

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Company Formation in Romania: Six Steps to Get Started

The steps to company formation in Romania are fairly straightforward. Many American expats prefer to work with experienced professionals to avoid errors, delays or confusion, especially if they aren’t fluent in the language. While this overview won’t replace professional advice, it will give you a solid framework of what to expect so you can determine whether forming a company in Romania is right for you.

#1 - Determine Your Business Structure

First, let’s take a look at the different business structures available for foreigners in Romania.

For most Americans, the choice comes down to three of the most popular options: a Limited Liability Company, a Joint Stock Company or a Branch Company. Each comes with different share capital requirements and liability exposure.

Limited Liability Company

The SRL or Societate cu Răspundere Limitată is the most common choice for both local and foreign entrepreneurs. Its low minimum capital requirement makes it a strong option for smaller companies looking to grow over time.

Pros:

• Very low minimum share capital requirement (only 1 RON), making it an affordable choice for smaller and growing businesses
• Shareholders’ liability is limited to the extent of their capital contribution, protecting personal assets
• Ownership is flexible, can be managed and owned fully by non-residents

Cons:

• Considered less prestigious than a Joint Stock Company, which can impact relationships with potential partners and investors
• Can’t issue shares publicly or trade shares on the stock market, making it more difficult to raise capital through external investors
• Only up to 50 shareholders allowed, also limiting the potential pool of investors²

Joint Stock Company

Larger businesses and businesses looking to go public tend to opt for an SA or Societate pe Acțiuni. While the minimum capital requirement is higher than the SRL, it’s considered a more attractive choice by many potential partners and investors.

Pros:

• Minimum share capital of 90,000 RON boosts credibility with investors and partners³
• Shares can be freely transferred and traded, and public offerings on stock market allowed if desired
• Required structure tends to increase trust with financial institutions, partners and investors

Cons:

• Higher initial capital requirement makes it inaccessible to many smaller businesses
• More complex setup and stricter regulatory requirements add to the time and cost
• Management structure is more rigid, requiring a board of directors and mandatory formalities

Branch or Subsidiary

The Sucursala is simply a brand or subsidiary of the parent company based in the United States. It’s a great choice for those looking for easy, straightforward setup with minimal paperwork, but it holds the parent company liable for the branch.

Pros:

• No minimum share capital requirement, since it acts as an extension of the parent company rather than a separate legal entity
• Quick to establish with less paperwork compared to other options

Cons:

• Parent company has unlimited liability for the branch’s debts and obligations
• Branch can’t act completely independently, meaning there’s limited autonomy in decision-making
• May create tax obligations in Romania that affect the parent company directly

#2 - Choose A Unique Company Name

To register a company in Romania, you’ll need to reserve a name through the Trade Registry. It must be unique nationwide and it can’t be identical or similar to other companies listed in the register. The use of certain words like “national” “Romanian” or “institute” are limited.⁴

#3 - Set Up a Registered Office

All Romanian companies are required to have an official headquarters in the country. This is the location where all official documents and correspondence will be sent.

When you register your company, you’ll need to submit documents proving that you own the property, have entered into a lease agreement, or set up a temporary office service.⁵

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#4 - Prepare the Articles of Incorporation

This document should include:

• The business name
• The address of the registered office
• The names and addresses of the company’s associates
• The company’s business objectives
• Confirmation of the paid share capital

It’ll need to be translated into Romanian prior to submitting to the Trade Registry. Americans typically work with multi-lingual services who specialize in Romanian company formation to facilitate this process.

#5 - Submit to the Trade Registry

Finally, you’ll submit all the necessary documents to the Trade Registry. These include:

• Articles of Association
• Ownership/lease agreement for registered office
• Founders’ statements

Once the company is incorporated, it’ll be published in Romania’s Official Gazette.⁶

Is Forming a Company in Romania Right For Me?

Now that we’ve walked through the specifics, it’s time to decide whether forming a company in Romania is the right move for your business. The country offers a variety of benefits to American entrepreneurs, including low startup costs, low tax rates and fast processing times. It’s a prime way to enter the EU’s Single Market, especially if you’re already familiar with the country, language and customs.

Company Formation in Romania FAQs

What types of business structures can foreigners choose from in Romania?

Foreigners typically choose among three main types: Limited Liability Company (SRL), Joint Stock Company (SA), and Branch Company (Sucursala). The SRL is popular for small to medium businesses due to low capital requirements, while the SA suits larger enterprises with higher capital. A branch operates as an extension of the foreign parent company without separate legal personality.

What is the minimum share capital required to start a company in Romania?

For an SRL, the minimum capital is just 1 Romanian Leu, roughly €0.20, making it very accessible. A Joint Stock Company requires a minimum of around 90,000 RON (€18,000). Branches have no minimum capital requirement as they extend the parent company.

Can I fully own and manage a Romanian company as a foreigner?

Yes. Romania allows 100% foreign ownership in all business types. Shareholders and directors can be non-residents, and foreigners can also serve as company managers.

How long does it take to register a company in Romania?

The process usually takes about five to 10 working days from the submission of all required documents, assuming no delays from the Trade Registry.⁷

What documents are required for company registration?

Key documents include the Articles of Incorporation, proof of the registered office (ownership or lease agreement), shareholders’ and directors’ identification (passport), affidavit statements, specimen signatures and a name reservation certificate. Foreign documents must be apostilled and translated where necessary.

Is it mandatory to have a registered office address in Romania?

Yes, all companies must have a registered address in Romania where official correspondence is sent. This can be a leased property, owned location or virtual office service.

Are there language requirements for forming a company in Romania?

Documents submitted to Romanian authorities must be in Romanian or accompanied by certified translations. Many foreigners work with legal professionals to navigate language and procedural requirements.

Can I register a Romanian company remotely from the U.S.?

Yes, remote registration is possible, but requires notarized Powers of Attorney and other declaration documents. Many use local legal representatives to handle procedures on their behalf.

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Sources:

1. Company Formation in Romania | Romanian Law Office
2. 2025 Company Formation in Romania | Accace
3. Company Registration in Romania for Non-Residents | BMA Legal
4. Company name - registration rules in Romania
5. The necessary documents for setting up a Romanian company
6. Company Registration in Romania | Romanian Advocacy
7. Company Registration in Romania | Enter Slice