Opening a Joint-Stock Company in Romania

Joint Stock Companies are legal persons that can carry out any type of activities, except those regulated by special laws or regulated by prohibited CAEN codes. In order to set up such a company, the process is about the same as in the case of an LLC or PFA, that is, you need a proof of your registered office (lease, contract, etc.). Unlike a PFA, or its associates in an LLC, the patrimonial liability of the shareholders of an SA will be made within the limits of the shares held.

In this article, our lawyers in Romania list the main documents required to open this type of company.

Required documents

When opening a joint stock company, investors need to prepare the following documents lited below by our team of Romanian lawyers:

• Copies of the identity documents of the shareholders and administrators
• Proof of the registered office, copy
• Constitutive Act
• Loan-for-use (commodatum) agreement for the registered office (if applicable)
• The agreement of the owners’ association (where applicable)
• Associate / Administrator Statement
• Signature specimen for the administrator

Every joint stock company needs at least 2 shareholders, legal or physical person, Romanian or foreign citizens, and the minimum share capital must be 90,000 lei. The constitutive act is required to show the number and nominal value of the shares (all shares are registered/nominative: bearer shares were abolished by Law no. 129/2019) and the nominal value should not fall below 0.1 RON. The experts at our law firm in Romania can give you more details abou the shareholding structure.

The constitutive act and the statute must necessarily contain the amount of the authorized or subscribed capital, the rules governing the numbers and the procedure for appointing the members (management, supervision, administration, control) and the competences of each, the duration of the commercial company (if determined) and also the estimated cost that society will have for constitution. The company formation experts at our Romanian law firm can give you more details.

Neither the taxation and taxation side are large differences between S.A. and S.R.L. Profit tax is also 16% and dividend tax 16% for individuals (dividends distributed from 1 January 2026) and 0% for legal entities (if they hold at least 10% of the shares for at least one year on the date of their payment). The standard VAT rate is 21%, with one reduced rate of 11% for certain supplies of goods and services (since 1 August 2025). For an employee, the employee pays 25% CAS (pension) and 10% CASS (health), withheld from the gross salary, plus 10% income tax, while the employer pays only the 2.25% work insurance contribution (CAM). Our Romanian lawyers can provide yo with more details about taxation.

The simplest option to set up a joint-stock company is to turn to the professional services of a law firm. Do not hesitate to contact our lawyers in Romania for further information. We offer free consultation.  

by Cristian Darie