Romania 2026 for Non-EU Investors: Company Formation, Residence, Tax, and FDI Screening

If you're a non-EU investor looking at Bucharest as an EU market entry point, the real question is not whether Romania is attractive. It is how to enter correctly.

Romania remains one of the region's most practical jurisdictions for operational businesses, regional holding structures, tech ventures, real estate platforms, and manufacturing footprints. But entry decisions now require discipline. Entity choice affects tax leakage between company and investor level. Residence strategy matters for founders and key managers. Banks are applying stricter AML/KYC reviews. And Romania's FDI screening regime is broad enough to catch deals investors assume are routine. This guide covers the decision points to assess before capital is committed.

Entry structure: SRL, branch, or holding vehicle

For most non-EU investors, the Romanian SRL is the default entry vehicle: limited liability, operational flexibility, and a form that banks, suppliers, employees, and regulators understand well. But the right answer is rarely "use an SRL because everyone does."

The choice depends on control, regulatory exposure, financing model, exit horizon, and where value will be created. A subsidiary that looks simple at incorporation can become inefficient later - usually when the shareholder chain, management location, or planned sector creates tax or FDI complications.

Tax in 2026: the micro regime is a narrow tool, not a strategy

Corporate tax · participation exemption · withholding

Company-level tax and distribution-level tax are two different questions

Romania's standard corporate income tax is 16%, applying to Romanian companies and to foreign companies operating through a Romanian permanent establishment. The micro-company regime remains available where conditions are met, but from 2026 the turnover threshold is the RON equivalent of EUR 100,000, with a 1% revenue tax; once exceeded, the company moves to corporate income tax from the relevant quarter (PwC). For serious investors, that makes the micro regime a narrow early-stage tool - not a long-term scaling platform.

On holdings: dividend income received by a Romanian company from another Romanian company is non-taxable for CIT purposes, and dividends from an EU or treaty-state subsidiary can also be non-taxable where the Romanian recipient holds at least 10% for an uninterrupted one-year period - the same threshold supporting a participation exemption on capital gains in qualifying circumstances.

The critical separation: even where profits are efficiently taxed inside the Romanian company, remittance to a non-resident shareholder depends on domestic withholding rules, treaty relief, beneficial ownership, and documentation. A "Romanian holding" works only if the broader chain is coherent.

For investors from the UAE or Saudi Arabia, treaty outcomes are not automatic - they depend on the applicable treaty, income type, tax residence, and supporting documents. The review runs in a set order: dividends (domestic withholding rate → treaty article → shareholding thresholds and residence certificate requirements); interest (is it truly interest, who is the lender, is the recipient the beneficial owner, does treaty relief reduce the Romanian rate); royalties (how the payment is characterized, whether the rights are actually used in Romania, what the treaty says about withholding and documentation). Model these flows before the investment - not when profits are ready to move.

Residence: holding shares is not a right to stay

Romania does not operate a classic passive "golden visa" model. For a non-EU investor the short answer is direct: simply holding shares does not automatically confer a right of residence, and the correct route depends on the person's actual role in the business.

Three routes, three profiles - choose before incorporation, not after

Whichever route applies, the file typically includes: the Romanian company documents and proof of the person's role; a valid passport and criminal record or equivalent where required; proof of funds, registered office, and - where applicable - accommodation; documents evidencing the investment, commercial activity, or appointment as director; legalization, apostille, and translations for foreign-issued documents; a long-stay visa where the route requires one, followed by the residence permit application; then filing, additional checks, and issuance after approval.

Quick test: four assumptions that derail entry plans

Assumption 1: "I'll own 100% of the Romanian company, so residence follows automatically."

Wrong. Romania has no classic passive golden visa. Shareholding alone confers no residence right - the analysis starts from the person's real role: commercial activity/active investment, director-level appointment, or employment. And the business short-stay visa is capped at 90 days in any 180-day period, costs EUR 60, and cannot be extended.

Assumption 2: "We'll register under the micro regime - 1% on revenue is the core of our Romanian tax plan."

Too narrow. From 2026 the threshold is the RON equivalent of EUR 100,000, after which standard 16% CIT applies from the relevant quarter. It's a lean early-stage tool, not a scaling platform for a funded or capital-intensive business - and foreign advisers still routinely assume the older, wider version of the regime.

Assumption 3: "The deal is EUR 3 million in a tech platform, but it's a greenfield build - screening is for acquisitions."

Assess before signing. The framework is broad enough to capture not only classic acquisitions but also certain greenfield and indirect control scenarios with a Romanian nexus. Above the threshold in a sensitive sector, unauthorised implementation can trigger fines of up to 10% of worldwide turnover - and review timelines run on their own clock, not the deal's.

Assumption 4: "Once the company is registered, the bank account is administrative - the lawyers' job is done."

Where entry actually stalls. Non-resident shareholders, complex ownership chains, politically exposed persons, and funds originating outside the EU often trigger enhanced diligence. Beneficial ownership transparency is central to incorporation, account opening, and ongoing reporting. The goal is to avoid a legally formed company that cannot operate smoothly - which means preparing the bankability file, not just the company file.

FDI screening: formal, consequential, and slower than the deal

GEO No. 46/2022 · Law No. 164/2023 · CEISD

The numbers investors should build into the timetable

Romania's modern screening regime is built on Emergency Ordinance No. 46/2022, implementing the EU framework, with later adjustments through Law No. 164/2023 and related measures, administered through the Commission for the Examination of Foreign Direct Investments (CEISD). Investments in sensitive sectors may require screening where the value exceeds EUR 2 million - and even below that, a filing may still be required if national security or public order concerns can arise. Current commentary notes that both EU and non-EU investors can be caught where the legal criteria are met.

Unauthorised implementation can lead to fines of up to 10% of worldwide turnover. Market practice materials for 2026 identify a EUR 10,000 filing fee, and the ICLG 2026 Romania chapter notes a standard 135-day Phase I framework, with complex cases taking longer. Even where approval is ultimately straightforward, filing preparation, information requests, and timetable coordination can materially affect signing and closing. Sensitive sectors commonly discussed include energy, telecommunications, critical infrastructure, financial activities, information systems, defence-related areas, and media.

Thresholds and procedures in this area have been revisited more than once; confirm the figures in force at the time of your transaction. For tech, data-heavy platforms, dual-use manufacturing, fintech, logistics infrastructure, or strategic land-adjacent projects, FDI analysis belongs at term-sheet stage.

Interactive: the bankability file for non-resident shareholders

Six preparations that keep a formed company from being an idle one

• Beneficial owner mapping across the full ownership chain, not just the immediate shareholder
• A written source-of-funds narrative, supported by documents
• Corporate document legalization or apostille planning, with translations scheduled
• Consistency between incorporation documents and KYC disclosures - the same facts, everywhere
• Identification of politically exposed persons or higher-risk profiles in the chain, addressed in advance
• Availability for remote identification or video KYC, where the bank offers it

One entry plan, not five workstreams

BSA's work with non-EU investors typically spans three layers: formation and structuring (entry-structure design for SRL, branch, SPV, or holding-led expansion; governance documents tailored to investor control, reserved matters, and exit planning; remote incorporation and onboarding support); regulatory and compliance (FDI assessment before signing - whether a filing is likely, when to notify, how to align transaction documents with regulatory timing; AML/KYC preparation for non-resident shareholders and complex groups; residence and permits coordination for founders, directors, and key personnel); and ongoing support after launch (shareholder changes, board decisions, financing, real estate, operational contracts).

The Romanian market, mapped honestly

Foreign investors seek different advisers depending on the project - some firms are publicly visible for FDI screening and competition, others for tax, real estate, immigration, litigation, or corporate structuring. Names frequently encountered include NNDKP (corporate/M&A, competition, tax, energy, real estate, regulatory investigations), Țuca Zbârcea & Asociații (corporate, energy, real estate, tax, litigation, regulatory), Mușat & Asociații (corporate, FDI-related regulatory work, energy, PPP, real estate, litigation), PeliPartners (corporate/M&A, real estate, tax, energy, investment projects), Kinstellar (corporate, banking, competition, real estate, CEE cross-border), Dentons (corporate, banking, real estate, employment, international projects), and Filip & Company (M&A, capital markets, competition, energy, commercial litigation). BSA sits in this landscape on corporate, M&A, foreign investment, market-entry compliance and coordination for foreign investors. The choice depends on sector, investment size, cross-border coordination needs, and how much day-to-day execution in Bucharest actually matters to you.

"For investors, the message is simple: Romania is accessible, but not casual. Market entry often succeeds or fails at the interfaces between legal systems - not inside one jurisdiction alone."

- The practical conclusion for 2026 entry planning

Frequently asked questions

Evaluating Romania as your EU entry point?

The smartest next step is not incorporation alone. It is a pre-investment structuring review covering entity choice, tax flow, residence route, AML/KYC readiness, and FDI risk - a roadmap built before capital is committed, so the structure is investable, bankable, and compliant from day one.

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Sources and references

PwC Romania - corporate income tax and dividend taxation summaries: taxsummaries.pwc.com · Romanian General Inspectorate for Immigration - visa and residence permit guidance: igi.mai.gov.ro · Emergency Ordinance No. 46/2022 on foreign direct investment screening; Law No. 164/2023 and related implementing measures: legislatie.just.ro · ICLG - Foreign Direct Investment Regimes 2026: Romania: iclg.com · Buju, Stanciu & Asociații (BSA): bsa.ro

Disclaimer: This article is for general informational purposes only and does not constitute legal, tax, or immigration advice. FDI thresholds, fees, review timelines, tax rates, and residence requirements change - including during 2026 - and must be confirmed against the framework in force at the time of the transaction. Information about other firms reflects public positioning and is not a ranking.