SRL Incorporation in Romania: Guide & Heavnn Support

Business Setup guide

Quick answer — Romanian SRL at a glance. A Romanian SRL (limited liability company) can usually be registered online with the Trade Register in about one to two weeks. Small SRLs that meet the conditions, including a turnover cap and at least one employee, can pay micro-enterprise tax on turnover instead of 16% tax on profit. From 2026, the micro regime is limited to companies with up to €100,000 of revenue in the previous year and taxes revenue at 1%, and dividends paid to individuals are taxed at 16%.

Executive Summary & Context

Romania became popular with remote developers and consultants thanks to its micro-enterprise regime: a small company could pay a low percentage of its turnover rather than tax on profit. For years, that made a Romanian SRL one of the cheapest EU companies to run.

That picture has changed. Romania has cut the micro-regime turnover ceiling several times, tightened the conditions and raised dividend tax as part of its budget consolidation. The micro regime still exists and can still be attractive for small companies, but it is no longer the simple, almost universal option it once was. Any founder considering Romania today needs to work from the current year's rules, not last year's blog posts.

Who a Romanian SRL suits

Who it does not suit

An SRL run from another high-tax country, with no Romanian employee and no local activity, is unlikely to qualify for the micro regime and exposed to residence claims at home. It is also not designed for locally employed workers or settled expats.

Still comparing EU options? See the best EU country to start a company.

Legal Entities & Comparison Matrix

EntityLiabilityMinimum capitalTax on profitsTypical use
SRL (limited liability company)Limited to the company's assetsRON 500 for new SRLs; RON 5,000 once net turnover exceeds RON 400,0001% micro-enterprise tax on revenue if eligible, otherwise 16% on profitMost founders and SMEs
SA (joint-stock company)Limited to the company's assetsHigher statutory minimum16% on profitLarger or investor-backed companies
PFA (authorised individual)Unlimited, personalNonePersonal income tax and contributionsRomanian-resident freelancers
Branch of a foreign companyThe foreign parent is liableNone16% on Romanian profitsForeign companies operating in Romania

Micro-enterprise tax vs profit tax

FeatureMicro-enterprise regimeStandard profit tax
Tax baseTurnover (revenue)Taxable profit
Rate1% of revenue16%
Key conditionsRevenue of up to €100,000 in the previous year, at least one employee, limits on consulting and management revenue, and on shareholders holding several micro companiesNone beyond normal rules
Best forSmall, high-margin service companiesCompanies with lower margins or turnover above the ceiling

The micro-regime ceiling was cut from €500,000 to €250,000 for 2025, and to €100,000 for 2026, with a 1% rate on revenue. Confirm the other conditions with your accountant before choosing the regime.

Other taxes to know

If you want a simple flat tax without turnover conditions, compare the flat-tax EOOD in Bulgaria. For the lowest EU headline rate on profit, see the Hungarian Kft setup costs.

Substance, Residence & Compliance Governance

A Romanian SRL is resident in Romania because it is registered there. The micro regime's employee condition means it also tends to have more real substance than a typical remote-run company, which helps defend its residence.

The employee condition

To stay in the micro regime, the SRL must have at least one employee. For a founder living abroad, this usually means hiring a real person in Romania, such as an assistant, developer or office manager. A sham employment contract is a risk both for the micro regime and for labour law compliance. If the condition stops being met, the company moves to the 16% profit tax.

Place of management and permanent establishment

If you live in another country and take the key decisions from there, that country may claim the SRL is effectively managed on its territory, or that it has a permanent establishment there. Local staff, a Romanian director or administrator and locally held decision meetings all support the company's Romanian position.

Your personal tax residency

Romania treats you as tax resident if you spend more than 183 days there in a 12-month period, or if your centre of vital interests is there. Romanian residents pay 10% personal income tax on most income, plus health and social contributions under the applicable rules. If you live elsewhere, your country of residence taxes the dividends, usually with credit for the Romanian dividend tax under a treaty.

CFC rules

As an EU member, Romania applies CFC rules, and so does your country of residence if it is in the EU. A company paying tax on turnover may be compared against the profit-based rate in your country to decide whether it is low-taxed.

AML/KYC and annual compliance

Setup Costs & Economic Model

A Romanian SRL is inexpensive to register: typically €500–1,500 through a provider, and €1,000–3,000 a year for accounting, excluding the cost of the required employee if you use the micro regime.

Cost itemOne-off or recurringIndicative amount (2026)Notes
Trade Register feesOne-offLowPaid online at registration
Formation provider or lawyerOne-off€300–1,200Drafts articles, handles power of attorney
Notarisation, apostille and translationsOne-off€100–400For documents signed abroad
Registered officeYearly€150–500Proof of right to use the address is required
Accounting and payrollMonthly€80–250Depends on volume, VAT and employees
Employee salary and contributionsMonthlyDepends on the roleNeeded to keep micro-regime status

Amounts are indicative; confirm current fees with the National Trade Register Office.

The economic model

The micro regime pays off for high-margin businesses because it taxes turnover, not profit:

ScenarioMicro regimeStandard profit tax
Turnover €90,000, profit €70,000 (high margin)1% of €90,000 = €90016% of €70,000 = €11,200
Turnover €90,000, profit €15,000 (low margin)1% of €90,000 = €90016% of €15,000 = €2,400

Add the cost of the employee you need to qualify, and the dividend tax when profits are paid out. For many solo founders who would hire only to meet the condition, the standard regime or another jurisdiction may now be cheaper.

Step-by-Step Formation & Business Banking

Plan for one to two weeks to register an SRL online, plus time to prepare documents from abroad and to open a bank account.

  1. Check whether you can meet the micro-regime conditions this year, including the €100,000 turnover ceiling and the employee requirement, or whether you will be on the 16% profit tax.
  2. Check your residency and your home country's rules on foreign companies managed by residents.
  3. Reserve the company name with the National Trade Register Office (ONRC).
  4. Secure a registered office and obtain the document proving your right to use it.
  5. Prepare the articles of association, the administrator's specimen signature and the required declarations. Documents signed abroad need notarisation, an apostille and a certified Romanian translation.
  6. Pay in the share capital where required and obtain proof of deposit.
  7. File the registration online with the Trade Register, usually through a lawyer or provider with power of attorney.
  8. Register for tax with the National Agency for Fiscal Administration (ANAF), choose the tax regime, and register for VAT and e-invoicing where required.
  9. Hire your employee if you are using the micro regime, and set up payroll.
  10. Open your business bank account and set up accounting.

Opening a business bank account

Romanian banks open accounts for foreign-owned SRLs, but many want the administrator to attend in person or by video and to understand the business, its clients and the source of funds. EU payment institutions are a common addition for international payments.

The Romania Business Bank Comparison Guide compares the main options for SRLs owned by non-residents — get it when you start your Romanian setup with Heavnn.

Frequently Asked Questions (FAQ)

What is the micro-enterprise tax in Romania?

It is an optional regime for small companies that taxes turnover instead of profit, at 1% of revenue. Companies must not have exceeded €100,000 of revenue in the previous year, have at least one employee and meet other conditions. The ceiling was cut sharply in 2025 and again for 2026.

What is the corporate tax rate in Romania?

Companies outside the micro regime pay 16% corporate income tax on taxable profit.

Can a foreigner open an SRL in Romania?

Yes. Non-residents can own 100% of an SRL and act as its administrator. You need a registered office in Romania, and documents signed abroad must be notarised, apostilled and translated.

Do I need an employee to use the micro regime?

Yes. A micro-enterprise must have at least one employee. If it stops meeting this condition, it must move to the standard 16% profit tax.

How are dividends from a Romanian SRL taxed?

Romania withholds dividend tax on distributions to individuals. The rate was raised to 10% in 2025 and to 16% from 2026. Non-residents may benefit from a lower treaty rate and are then taxed in their country of residence.

Launch Your Romanian SRL with Heavnn

Romania can still be very efficient, but only with this year's rules and a real local setup. Heavnn checks the micro-regime conditions against your numbers before you register.

Start your Romanian SRL with Heavnn →

This guide is general information, not tax or legal advice. Rates and fees are indicative as of October 2026.

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