Romania company registration: forming an SRL

A small business can compare the SRL with the joint stock company (SA). The SA is built for larger ventures that may later seek public capital, and it brings heavier governance and disclosure duties and higher running costs. The SRL keeps a simple structure: the shareholders' meeting takes the major decisions and the director, who can be a shareholder, runs the business day to day, so it is the usual starting point. What a minimum share capital figure does not show is that an SRL's capital must now grow with the business: once annual net turnover passes RON 400,000, the share capital has to be raised to at least RON 5,000 within a legal deadline.

The file identifies the founders and, where someone else signs, shows that this person may act for them. Nobody has to travel to Romania for it. A power of attorney lets a representative there sign and file on the founders' behalf; the alternative is to sign directly with a qualified electronic signature from a provider on the EU trusted lists. Where a document needs an apostille, an authority in the place the document comes from issues it under the Apostille Convention, on that jurisdiction's own timetable, so it belongs at the start of the plan. Details should match the passport exactly: an incomplete or inconsistent file is the usual cause of delay.

The address condition and the shareholder entry work differently. The registered address matters beyond the ONRC registration file: it is where official documents and legal notices arrive, and it fixes the company's territorial jurisdiction. It need not be premises the founder rents; a registered-address service can hold the seat while real premises wait until the business needs them. It is worth checking that the address document stays valid long enough, so the address does not have to change soon after registration. The shareholder entry matters most for the articles of association: they set how decisions, profit sharing and share transfers work, which is best settled before filing when there is, or will be, more than one owner.

Registration in Romania settles which authority handles the company's tax, not how it is taxed. For a small business in Romania, the regime often matters first: a company that qualifies may be taxed under the micro-enterprise regime, which is levied on revenue instead of profit, so the tax is due even when margins are thin. Whether that pays off depends on revenue structure and cost level, so it is worth checking before incorporation. VAT registration follows turnover, the business model and who the company sells to, not the certificate. For a shareholder abroad, the final tax on dividends depends on the treaty between their home jurisdiction and Romania and on their own tax residence, so distributions deserve planning.