How to Set Up a Limited Liability Company in Romania

What documents do I need to establish an LLC in Romania?

Answer: 

The document that establishes a limited liability company in Romania is called “articles of incorporation” and it is unique in its form. This kind of company can also be founded on the basis of a social contract and a statute, or only with a statute in case there is just one associate.

In the articles of incorporation, the main details which must be mentioned are:

• the personal information of the shareholders;
• the company’s name and its registered office;
• the company’s activities specifying the main;
• secondary commercial activities and other specific aspects regarding the associates.

Our team of lawyers in Romania can help investors draft and prepare these documents for submission.

How many shareholders can a Romanian limited liability company have?

Answer: Regulations regarding setting up of a Romanian company allow a single shareholder to establish a Limited Liability Company. Since July 2020 (Law no. 102/2020), the same person may be the sole shareholder of several limited liability companies; an SRL can have at most 50 associates. In the LLC, the shareholders respond within the limit of their contribution to social capital and the social obligations are guaranteed by the social patrimony.

Each shareholder has the right to attend the General Meeting of Shareholders, but also the duties and responsibilities which come with this position. The liabilities of the shareholders can be further discussed by our Romanian lawyers.

Are there restrictions on who can start an LLC in Romania?

Answer: Individuals who are completely banned to incorporate SRL Romania include those persons who were convicted for bad management, fraud, embezzlement, giving or taking bribes or other illegal activities mentioned in Law 31/1990. One of our attorneys in Romania ca provide more details.

What is the minimum registered capital for an SRL in Romania?

Answer:  Under Law no. 239/2025 (in force since December 2025), a newly incorporated limited liability company (SRL) must have a share capital of at least 500 lei, and an SRL whose net turnover exceeds 400,000 lei must have a share capital of at least 5,000 lei. The founders state the chosen amount at the moment of registering the company with the Trade Register the associates must declare this amount.

Above this minimum, the associates set the share capital according to their business, and the company can increase it later. Our Romanian lawyers can help you open a limited liability company.

What should I know when choosing a name for an LLC in Romania?

Answer: All companies must opt for a specific name which must be unique. No company has the right to use the name of a public authority, neither public institution nor company governed by the state. Our lawyers in Romania can provide information on the current guidelines for choosing a company name.

Do I need a registered office to start an LLC in Romania?

Answer: Yes, in order to open a Romanian LTD, you have to prove with documents the existence of a registered office, for example certified copies of the property ownership certificate.

In case you have a personal property and you want to convert it into a registered office so you can then open the Romanian LTD, you need to submit to the file certified copies of the property certificate.  If the property is in an apartment building, the approval of the owners’ association is not required when the directors declare on their own responsibility that no activity is carried out at the registered office. If you choose to invest in Romania through a LTD, our team can help you in the incorporation procedure.

A virtual office is also a viable option. Those interested can check the package offered by our Romanian law firm.

If the LLC was co-owned by spouses who are now looking to get divorced in Romania, our team can help you with essential information about the treatment of matrimonial property once the divorce is final. We will present you with your options for selling your part of the business or coming to another arrangement with your former spouse. You can always contact us for more information.

What documents must I provide to open an SRL in Romania in 2026?

Answer: In order to incorporate a SRL Romania, the following documents and information are required:

• the shareholder’s personal information: full name, place and date of birth, residence and nationality;
• the general manager responsible with the management and running the company, individuals or legal persons;
• the company’s name and registered office;
• the nature of the business in which the proposed company will be engaged, specifying the main and secondary commercial activities;
• data regarding the percentage of profits and deficit for each associate/shareholder;
• the information referring to the subscribed registered capital by each shareholder, the number and nominal worth of shares, the number of shares subscribed to each shareholder for his/her part.

The experts at our law firm in Romania can assist foreign investors who cannot be present during the entire incorporation process in 2026.

If you want to open an LLC in Romania you should also keep in mind that the company will need to meet ongoing tax and reporting obligations. An advantage to opening an LLC is that it can be subject to the micro company regime, if it qualifies for this purpose. Two key taxes for Romania companies are the following:

• 16% corporate income tax rate or the micro company regime with a 1% tax on revenue; companies qualify if their annual turnover does not exceed EUR 100,000 (2026), at least one employee, they do not have certain NACE codes, and comply with other criteria;
• VAT rate of 21% as a standard tax, along with one reduced rate of 11%, applicable since 1 August 2025 (the 5% and 9% rates were abolished).

Romanian LLC companies must also report through SAF-T (form D406), which was introduced gradually, starting with large taxpayers, and has been mandatory for all company sizes since 1 January 2025. While some exceptions apply, companies are expected to comply with the system and, even if they are not subject to VAT, they will have to file a quarterly statement.

The SAF-T is a system designed to allow the electronic transfer of accounting and tax data from the company to the tax authorities. In Romania, this reporting will take place via the ANAF and will be based on the standard tax control file. Our team can give you more information as needed.

Our lawyers provide solutions in all areas of law. You can reach out to us as soon as you decide to incorporate an LLC, just as when you wish to buy property in Romania. Our team will assist you throughout the process, whether it is a commercial space (for an office, or for a store), or if you are interested in residential real estate investments in the country.

Each business is different. This is why we are here to help you, so you won’t have to worry about any legal issues, while you are fully focused on your entrepreneurial strategy and ideas.  Through our law firm, we have a team of experienced lawyers in Romania, ready to help you open the business you’ve always wanted to start in Romania. For a free case consultation, please call us now!