Romanian Company Formation for English-Speaking Founders: What Full-Service Legal Support Should Cov

If you're a foreign founder looking at Romania, the right question is not simply how to register an SRL. It is whether your legal advisor can take you from idea to an operational, bankable, tax-ready Romanian company - without gaps between incorporation, compliance, and business reality.

This article is a scope document. It sets out what a full-service formation package should actually cover, the five mistakes that cost foreign founders the most, and the decisions on VAT, payroll, and activity codes that belong before filing rather than after. Use it to test any quote you receive - the useful question is rarely "what does it cost?" but "what, precisely, is included?"

Full-service support starts before the filing

For most foreign investors the default vehicle is the SRL, because it offers limited liability and operational flexibility. But "set up an SRL" is the end of the first conversation, not the start of the work. Before anything is filed, six decisions need answers:

1. Is an SRL the right vehicle?
   Versus a branch, subsidiary, or another structure - decided on control, financing, and exit horizon.
2. Who are the shareholders and directors?
   And what powers does each actually need.
3. Which CAEN codes match the real business model?
   The official Romanian activity classification - with downstream effects on licensing and banking.
4. VAT at formation, or later?
   A cash-flow and contracting decision, not an administrative one.
5. Will founders, directors, or the team need immigration support?
   If yes, it should be sequenced with formation, not after it.
6. Does the setup create cross-border tax, transfer pricing, IP, or beneficial ownership issues?
   Cheaper to design than to unwind.

ONRC provides an online pathway for core steps - name reservation, incorporation filings, document workflows, beneficial ownership procedures. In practice, foreign founders usually need more than portal access: they need local counsel to turn business facts into correct filings.

"Company registration" vs. "company formation"

The difference is coordination. For English-speaking founders, the best experience is one where the law firm acts as project manager among founders, accountants, landlords, translators, and banks:

One coordinator, five interfaces - or five conversations you run yourself

What that coordination covers, concretely: initial structuring and a document checklist (shareholder IDs, corporate extracts for legal-entity founders, powers of attorney, registered office evidence, UBO disclosures); name clearance and reservation - checking practical conflicts, not just technical availability; drafting the constitutional documents to reflect real shareholding, director powers, activities, transfer restrictions, and governance; registered office arrangements, including whether the setup works for tax registrations, licensing, and banking; Trade Register filing and follow-up, managing observations or corrections if the registrar raises questions; tax vector and VAT coordination; and accounting and payroll handover.

Two numbers that belong in the plan before filing

VAT · payroll cost

Tax status should be designed, not inherited

VAT. Market guidance published in 2026 reflects a VAT registration threshold of RON 395,000 for resident businesses, while non-resident businesses can face registration obligations based on the transactions performed rather than a local threshold. Romania's VAT rules can materially affect cash flow and contracts, so the review belongs at formation: turnover projections, client profile, and transaction type decide whether registration happens now or later.

Payroll. The gross national minimum wage increased to RON 4,325 from 1 July 2026 under Government Decision no. 146/2026 and related Ministry of Labour materials - which directly affects employment cost planning. A formation file is incomplete if no one has coordinated accounting setup, invoicing readiness, payroll assumptions, and compliance calendars, especially where founders intend to hire quickly.

The principle behind both: registration is no longer the hard part - coordination is. ONRC's digital tools have improved access, but foreign founders still need local judgment on documents, sequencing, and follow-up.

The five mistakes that cost the most

Founders searching for a Bucharest firm often focus on speed and price. Both matter - but they shouldn't overshadow risk:

On fixed fees - and the better test

A related misconception is that a firm can be evaluated purely on whether it offers a fixed fee. Pricing transparency is useful, but the better test is whether the firm can clearly explain what is included: incorporation only, or incorporation plus tax setup, office, governance, contracts, and post-registration compliance. For many founders the most useful model is a fixed-fee incorporation phase plus a monthly retainer for ongoing legal support after launch. If post-registration help will be needed, ask whether a monthly fee covers routine corporate, compliance, contract, and founder-support work. And to be fair about the alternative: if you only need a basic filing, a lower-touch provider may be enough.

Quick test: which of these is a formation decision?

Decision 1: "We'll add more CAEN codes later if the business expands - let's keep the filing simple for now."

Decide at formation. Codes chosen too narrowly - or too broadly - can delay licensing, banking, invoicing, or later operational changes. The fix is not "more codes" or "fewer codes," but aligning the activity object with the actual business model on day one.

Decision 2: "VAT registration is an accounting matter - we'll look at it once we approach the threshold."

Decide at formation. Incorrect VAT positioning disrupts contracts and cash flow, and non-resident businesses can face registration obligations based on the transactions performed rather than a local threshold. Review turnover projections, client profile, and transaction type before filing - tax status should be designed, not inherited.

Decision 3: "Three co-founders, standard articles from the template. We trust each other; we'll formalise control and exits when we raise."

Decide at formation. Boilerplate articles routinely ignore shareholder control, exits, and director authority - and the gap surfaces precisely when trust is under strain or an investor is reading the documents. Tailoring matters most in multi-founder and investor-backed companies, which is exactly where templates are used most often.

Decision 4: "Our lawyer does the company, our accountant does tax, and we'll connect them if something comes up."

Coordinate from the start. Separating legal, tax, and accounting advice creates contradictions between filings and operations - the kind that surface in bank onboarding, a tax registration mismatch, or diligence. "Something comes up" usually means the inconsistency has already been filed.

Interactive: test the quote against the full scope

Tick each element the proposal in front of you actually includes. Anything unticked is either excluded, or will arrive as a separate invoice:

Eight elements of a full-service incorporation package

• Entity-choice advice: SRL vs. branch vs. subsidiary, argued against your model
• SRL drafting and ONRC filing, including handling clarifications and corrections
• Founder document review: IDs, corporate extracts, powers of attorney, apostille planning
• Registered office support, verified as workable for tax, licensing, and banking
• Beneficial ownership filings and ownership-chain documentation
• Tax vector and VAT coordination, decided before filing
• Governance setup: shareholder arrangements, director powers, transfer restrictions
• Post-registration guidance: accounting handover, invoicing readiness, compliance calendar

"Romanian SRL formation should be treated as a legal and operational launch project, not just a registry filing. The difference between 'company registration' and 'company formation' is whether anyone is coordinating the interfaces."

- The scope principle behind BSA's formation work

Where this fits - and where it doesn't

BSA's formation work for English-speaking founders typically spans: incorporation strategy for market entry; SRL formation documents and ONRC filing coordination; registered office and corporate housekeeping; shareholder arrangements and governance design; accounting and tax coordination with external specialists; commercial contracts needed immediately after launch; founder-side issues involving IP, tech, AI, or digital assets; cross-border touchpoints through strategic relationships in Spain, Switzerland, Italy, and Moldova; and dispute resolution support, including commercial litigation and debt recovery when business relationships break down. The firm states a response time within 24 hours - a practical signal for overseas clients managing incorporation on a transaction timeline.

A good fit when…

Formation connects with contracts, tax positioning, IP, AI, digital assets, regulated activities, or likely later disputes - and you want one legal team across market entry and post-launch decisions.

Probably not a fit when…

You need a basic filing for a simple vehicle with one shareholder, no IP, no regulated activity, and no near-term investment. A lower-touch provider may be enough, and saying so is part of honest scoping.

If the business is crypto, fintech, or digital assets

Scope may also need to cover MiCA/MiCAR analysis, CASP authorization strategy, token classification, governance, disclosure, and capital requirements. The right questions to ask at scoping: does the planned activity fall within MiCAR; might the business qualify as a CASP; what authorization path applies; how does token classification affect the analysis; and what capital requirements or compliance steps could apply before launch? The answers depend on the business model, the services offered, and whether the Romanian entity will operate in a regulated space.

Frequently asked questions

Planning a Romanian market entry?

Define your structure before you reserve a company name or prepare documents. A short scoping discussion usually identifies the right vehicle, the founder documents needed, the likely timeline, and the tax or immigration issues to handle upfront - so the legal foundation is right from the start, not corrected afterwards.

Contact us

Sources and references

ONRC - MyPortal guide, name reservation, incorporation filings and beneficial ownership procedures: onrc.ro · Avalara - Romania VAT guide (2026 registration threshold and non-resident obligations): avalara.com · Government Decision no. 146/2026 and Ministry of Labour materials - gross national minimum wage from 1 July 2026: legislatie.just.ro / mmuncii.ro · World Bank - Romania FDI dataset: data.worldbank.org · U.S. Department of State - 2025 Investment Climate Statement: Romania: state.gov · Buju, Stanciu & Asociații (BSA): bsa.ro

Disclaimer: This article is for general informational purposes only and does not constitute legal or tax advice. Thresholds, wage levels, and procedural requirements change and must be confirmed against the rules in force at the time of incorporation. Scope descriptions and response times reflect stated positioning and are not a binding offer; engagement scope is defined contractually.