Opening a company in Romania: what needs to be decided before incorporation

At first glance, incorporating a company in Romania may look like an administrative procedure: you choose the name, set up the registered office, prepare the articles of association, and file the application with the Trade Register.

For a serious business project, however, these are only the visible formalities.

The important decisions are the ones that need to be made beforehand.

Who will own the company? Who will manage it? How will it be financed? What activity will it actually carry out? Will it have employees? Will there be a foreign investor? Will the director live in Romania? Will there be transactions with other group companies? Is a special authorization required?

A company can be incorporated correctly from a formal standpoint and still be poorly built for what the entrepreneur wants to do next.

That is why, at BOSFORA, setting up a company does not start with the Trade Register form. It starts with the question: What do you want to build in Romania?

1. The company must be built around the project, not the other way around

Two companies with the same legal form can have completely different needs.

A consultant providing international services, a company hiring staff, an investor acquiring assets, and an entrepreneur who wants to move their business to Romania can all use an SRL (the Romanian limited liability company). But their structures should not be identical.

From the outset, you need to look at the actual activity, the source of capital, the number and role of the shareholders, how the company will be managed, staffing needs, relationships with other companies, the tax regime, any required authorizations and, for foreign entrepreneurs, the link between the business project and their residence status.

This is the difference between setting up a company and structuring a business.

2. The SRL is only the vehicle. What matters is what you put inside it

For most entrepreneurial projects, the limited liability company (SRL) remains one of the most common forms of organization in Romania.

But simply choosing an SRL does not answer the important questions. You need to establish who the shareholders are, what stake each one holds, who manages the company, how decisions are made, and what rules apply when there are several founders or investors.

For newly incorporated SRLs, the minimum share capital in 2026 is 500 lei. If the company reaches a net turnover above 400,000 lei, the legal minimum becomes 5,000 lei.

The minimum share capital, however, should not be confused with the real budget needed to launch the business. A company can have share capital of 500 lei and a project that requires hundreds of thousands of euros.

That is why how the company will be financed needs to be analyzed separately: capital, a capital increase, a loan to the company, an investment, a contribution in kind, or other mechanisms suited to the project.

3. Ownership and management must be settled before the articles of association

One of the most important decisions is the ownership structure.

If there are two or more shareholders, the question is not just "what percentage does each one hold?". You need to establish who actually controls the company, who can sign, how decisions are adopted, whether the directors act individually or jointly, what happens when the shareholders disagree, how a new investor can come in, and how a shareholder can exit.

For a simple business, standard articles of association may be enough. For a project with several founders, significant capital, or foreign investors, a more carefully designed structure may be needed and, in certain situations, additional agreements between the shareholders.

This is where problems arise that are very easy to prevent at the start and much harder to solve once the business is up and running.

4. The company's activity must be defined according to commercial reality

The company must have a clear business purpose. Romania currently uses the CAEN Rev. 3 classification (the national classification of economic activities), and the company's activities must fit within this nomenclature.

Choosing CAEN codes should not be treated as an exercise in listing as many activities as possible "just in case". Some activities are regulated. Others require authorizations, permits, or specific professional qualifications.

In addition, the declared activity must match the business the company will actually carry out. For an international project, this analysis needs to be done together with the contractual and tax structure.

It is not enough to know what the company will sell. We need to know to whom, from where, through whom, and within what commercial structure.

5. The registered office must be considered in the context of the activity

Every company needs a registered office. But the office is not always just an address needed for registration.

For certain projects, you need to establish whether the activity will actually be carried out at the registered office, whether there will be secondary business locations, whether a retail space, warehouse, office, or licensed facility is needed, and what documents will be required to operate.

For foreign entrepreneurs entering the Romanian market for the first time, it is common for the registered office to be arranged before the actual operational infrastructure exists. This is possible, but it should be done with a clear picture of the next stage.

6. Registration is the legal moment the company comes into existence. Not the moment the business is ready

Once the structure is settled, the registration file is prepared. Depending on the project, it may include the articles of association, the documents of the shareholders and directors, the registered office documents, the required statements and, where foreign legal entities are part of the structure, corporate documents issued in other jurisdictions.

The registration application is decided by the registrar, on the basis of the documents, within the deadline set by law for a complete file. If additions or clarifications are needed, the procedure may take longer.

But the registration certificate does not mean the project is finished. In reality, this is where the operational part begins.

After the Trade Register, the business begins

A new company needs to be connected quickly with the infrastructure it needs to operate.

Depending on the project, the next steps may include the bank account, accounting, organizing tax obligations, invoicing and digital infrastructure, contracts, hiring staff, and obtaining specific authorizations.

These elements are not separate projects. They are parts of the same business.

7. For foreign investors, the company and immigration must be analyzed together

For an entrepreneur from outside the European Union, incorporating a Romanian company does not automatically grant a right of residence. The two procedures are separate.

For the commercial activities route, the foreign national must meet the conditions specific to the immigration procedure, including those regarding their status as a shareholder with management or administrative duties and the corresponding specialized technical approval (aviz tehnic de specialitate).

In other situations, there may be a structure in which the person comes to Romania as the company's director, but that procedure has its own legal conditions, different from those that apply to a shareholder.

That is why, if the founder also wants to live in Romania, the company structure needs to be analyzed before incorporation together with the immigration strategy. A seemingly simple decision, for example who is listed as shareholder and who as director, can later become relevant in the residence procedure.

8. Before incorporation, a few questions need answers

At BOSFORA, the analysis of a business project begins before the articles of association are drafted.

• What do you want to do in Romania? What is the real activity and what is the business model?
• Who will own the company? Individuals, foreign companies, investors, a group?
• Who will run the company? One director, several directors, an active investor?
• How will it be financed? Capital, a loan, an investment, assets?
• Where will it operate? Registered office, office, retail space, secondary business location?
• Will it have employees? Romanians, EU citizens, non-EU workers?
• Is there an international component? Foreign shareholders, contracts abroad, intra-group transactions?
• Does one of the founders want to live in Romania? If so, the immigration component must be built into the project's architecture.

Only after these answers does it make sense to prepare the file.

1. Business project
   ↓
2. Structure

   • Ownership & management
   • Activity & CAEN
   • Taxation
   • Capital & financing
   • Immigration
   ↓
3. Incorporation
   ↓
4. Operations

   • Accounting
   • Contracts
   • Employees
   • Authorizations

9. How does BOSFORA approach opening a company?

At BOSFORA, the analysis starts from the project the client wants to develop in Romania.

Depending on the situation, we analyze the legal structure, the shareholders, management, the business activity, taxation, accounting, any required authorizations and, where the project calls for it, immigration.

Registering the company is one of the stages. The goal is for the company, once incorporated, to be able to operate within the structure it was created for.

Frequently asked questions

What is the minimum share capital for an SRL in 2026?

For a newly incorporated SRL, the minimum share capital is 500 lei. If the company records a net turnover above 400,000 lei, the minimum set by current legislation is 5,000 lei.

How long does it take to incorporate a company?

As a rule, the law provides for the registrar to decide on the registration application within one working day. If additional documents, clarifications, or corrections are needed, the actual timeframe may be longer.

Can foreign nationals be shareholders in a Romanian SRL?

Yes. The company structure can include foreign individuals or legal entities, subject to the documents and conditions applicable to the specific situation.

Does setting up a company automatically grant a residence permit?

No. Registering the company and the right of residence are separate procedures. For non-EU nationals, the appropriate immigration procedure needs to be analyzed separately.

Which CAEN codes are used in 2026?

The CAEN Rev. 3 classification is currently in use. The codes must be selected according to the activities the company will actually carry out.

This material is for informational purposes only and does not replace the legal, fiscal, or administrative analysis of a specific situation.

Last updated: September 23, 2026