Setting Up an SRL in Romania as a Foreign Investor: What the Process Really Looks Like
If you're a foreign founder looking at Romania, the legal form you'll usually end up choosing is the SRL - the Romanian limited liability company. On paper the process looks straightforward. In practice, cross-border incorporation slows down not because the law is unusually complex, but because founders underestimate the local formalities: Romanian-language filing rules, apostilles and certified translations, registered office requirements, tax positioning, VAT timing, and bank KYC.
The short answer: a foreign investor can set up a Romanian SRL efficiently, often without being physically present - but only if the incorporation file is prepared correctly from the start and the post-registration steps happen in the right order. This guide gives you the realistic phase-by-phase timeline, the four places founders actually lose time, and the post-registration sequence that determines when the company can genuinely operate.
1–3 wks
realistic total for a foreign individual shareholder with clean documents
3–6 wks
more realistic for a foreign corporate shareholder across multiple jurisdictions
100%
foreign ownership of an SRL is generally permitted - eligibility is rarely the friction point
2–5 days
typical ONRC registration review once a complete file is submitted
The realistic timeline, phase by phase
For most foreign investors, forming an SRL runs through a predictable sequence: choosing the structure → reserving the company name → defining business activities under Romanian classification rules → securing a registered office → preparing incorporation documents → filing with the Trade Register (ONRC, including online through its portal, where most procedures require an electronic signature) → completing tax, VAT, banking, and operational setup.
The legal registration itself can be quick once the file is complete. The real variable is document readiness - especially when the shareholder is a foreign company rather than an individual:
Phase | Conservative range | What usually extends it |
|---|---|---|
Structuring, name reservation, filing plan | 1–3 business days | Unclear shareholder/director data, business activity mapping, last-minute scope changes |
Foreign document collection | 3–10 business days | Corporate shareholder approvals, registry extracts from multiple jurisdictions, staggered signatories |
Apostille/legalization + certified translations | 2–10 business days | Multi-country signatures, courier delays, documents that must be reissued in the correct form |
Registered office documentation | 1–5 business days | Landlord approvals, title document gaps, office arrangements that don't match ONRC expectations |
ONRC filing and registration review | 2–5 business days after a complete file | Clarification requests, inconsistent forms, missing supporting documents |
Tax onboarding and post-registration setup | 2–7 business days | VAT analysis, accounting onboarding, digital access setup |
Bank KYC and account opening | 5–20+ business days | Non-resident shareholders, complex ownership chains, source-of-funds checks, bank-specific rules |
2026 update · Law no. 239/2025
Two changes that make banking a day-one item, not an afterthought
Legal updates reported following Law no. 239/2025 indicate that for newly incorporated SRLs the minimum share capital is again RON 500, and that newly incorporated legal entities must open and maintain at least one Romanian bank or treasury account within 60 business days of incorporation (CMS reporting). Since bank KYC is simultaneously the slowest phase in the table above - routinely 5 to 20+ business days for non-resident structures - the practical consequence is direct: banking preparation has to run in parallel with incorporation, not after it. Founders should verify both requirements against the rules in force at the time of filing rather than relying on older incorporation checklists.
The sequencing that saves weeks: three parallel tracks, not one queue
Most delay isn't caused by any single phase being slow - it's caused by running phases in sequence that could run in parallel. The efficient structure looks like this:
Parallel tracks from decision to an operational company
Interactive: the incorporation file for a foreign shareholder
This is where most delays begin. A founder may have the substance of the deal ready, but the file can't be submitted because a board resolution wasn't signed in the proper form, a passport copy is incomplete, the registered office lease is defective, or foreign corporate documents are missing apostille formalities. Tick what you have in the correct form:
Nine items - and "in the correct form" is the operative phrase
- Passport or ID copies for all shareholders and directors - complete and legible
- Articles of association reflecting the agreed structure, activities, and management powers
- Proof of the registered office: title documents, landlord consent, and use rights that match ONRC expectations
- Directors' specimen signatures and statutory declarations
- Beneficial owner declaration prepared
- For corporate shareholders: certificate of incorporation, good standing or registry extract, constitutional documents
- Board/shareholder resolution approving the Romanian subsidiary and appointing the director
- Apostille or legalization completed where the jurisdiction requires it, plus authorized Romanian translations
- Power of attorney for remote filing - notarized, apostilled/legalized, and translated as required
"Remote" does not mean "informal"
Many foreign founders can incorporate remotely through a properly drafted power of attorney - often the most efficient route. But the POA itself may need notarization, apostille or legalization, and a Romanian translation before it's usable for filings. If directors or shareholders sign from different countries, coordinating signature formalities becomes part of the timetable. This stage lives or dies on disciplined project management: sequencing signatures, checking formality requirements by country, and ensuring the Romanian filing set is internally consistent before submission.
Quick test: the four assumptions that cost the most
Assumption 1: "Let's set up the SRL first and solve the rest later - tax, office, VAT, banking can follow."
Costly. Sometimes it works - often it doesn't. If shareholders, business activities, VAT position, office, and banking plan aren't aligned before filing, the company may be incorporated quickly and still remain unusable for weeks. Incorporation speed and operational readiness are two different dates.
Assumption 2: "Any Romanian address will do for the registered office - we'll sort out real space once we're trading."
Costly. The registered office is a legal, documentary, and sometimes tax-sensitive issue: title documents, landlord consent, and use rights must fit Trade Register expectations. Market tax commentary has long flagged purely nominal or short-term hosted arrangements as higher-risk indicators in the VAT context, especially where other business substance is weak. A hosted office isn't disqualifying - but incorporation strategy, VAT strategy, and commercial substance need to match.
Assumption 3: "English-language service is a convenience - the documents are standard anyway."
Costly. For cross-border founders it's risk control, in three ways: documents are explained before signature rather than after filing problems appear; Romanian legal formalities get translated into business decisions; and authorities, banks, accountants, and foreign stakeholders are coordinated through one point of contact instead of four parallel conversations.
Assumption 4: "The incorporation timeline is the project timeline - a few days at ONRC and we're live."
Costly. A realistic timeline includes name reservation and structuring, collection of foreign documents, apostille/legalization, Romanian translations, ONRC filing and registration, tax and VAT positioning, bank onboarding, and digital certificate and invoicing compliance setup. The registration certificate is one milestone among eight.
After the certificate: tax, VAT, banking, e-invoicing
A company is not operational just because the Trade Register has issued the registration certificate. Four workstreams decide the actual launch date:
Tax status: microenterprise or profit tax?
For foreign founders the first practical tax question usually isn't VAT - it's whether the SRL falls under microenterprise tax or profit tax, and whether the business model actually supports that treatment. It depends on current rules, revenue profile, activity, and shareholder/director structure, and should be reviewed before filing, not after. A software start-up, a trading business, a consulting vehicle, and a subsidiary of a foreign group each need different structuring logic.
VAT: not always immediate, often strategic
Registration isn't automatically required on day one. Mandatory registration triggers once turnover exceeds the applicable threshold; voluntary registration may be possible earlier. The practical questions: will you invoice Romanian clients immediately, incur material setup costs carrying Romanian VAT, perform intra-EU acquisitions or services, or face customers who expect a VAT number from the start? Delaying the decision produces input VAT leakage, blocked invoicing, or a launch-date mismatch.
Banking: the most underestimated stage
Even where registration is completed remotely, bank KYC often requires detailed review of the ownership chain, source of funds, activity description, expected transaction profile, tax residence of shareholders and directors, and sometimes contracts or a business plan. Remote onboarding has improved at some banks, but policies aren't uniform - and with the 60-business-day account requirement, this must be prepared in parallel with incorporation.
E-invoicing and ongoing compliance
Romania's compliance environment is increasingly digital: RO e-Factura is already a live operational requirement for many businesses, not a future reform, and reporting obligations have expanded across recent phases. Ask early: who issues invoices; whether your ERP or accounting workflow is compatible with Romanian e-invoicing; who handles ANAF portal access and digital certificates; and whether RO e-Transport rules apply if you move goods.
"The formal procedure count for starting a business in Romania was never the hard part - historic World Bank benchmarking made that clear. The hard part for foreign investors is cross-border execution: getting each document, filing, and operational step right the first time."
- Why the friction is operational, not legal
How BSA runs a foreign-owned SRL setup
The role isn't limited to drafting articles of association. It covers the full business entry process the way cross-border founders actually work: English-language communication throughout for founders, boards, and in-house teams; pragmatic structuring on shareholders, directors, business activities, and implementation sequence; power of attorney representation where founders want to avoid unnecessary travel; coordination of apostilles, translations, and Romanian filing formalities; guidance on registered office, tax onboarding, VAT planning, and bank-readiness; and preparation of bank KYC support packs, with coordination of onboarding steps for non-resident shareholders.
Scope and fees, stated plainly
Engagements are typically structured either as a fixed fee for the core incorporation filings or as staged fees following the setup process. The core legal scope usually covers the incorporation documents and ONRC filing work, while certified translations, registered office arrangements, and enhanced bank KYC support are commonly scoped as separate line items. Where useful, BSA can make introductions to banking contacts familiar with foreign-owned structures - while account approval always remains the bank's decision. Compared with providers focused mainly on standardized filings or tax-only onboarding, the trade-off is a more integrated, legal-led setup across documents, office, VAT, and banking coordination from the start.
Romania remains relevant in the broader European formation context - Eurostat data show EU business registrations continuing to grow quarter-on-quarter, with information and communication among the strongest sectors, which matches what investors see on the ground in technology, services, and regional expansion projects. Incorporation is only the first step; the momentum is real, but so is the execution risk.
Frequently asked questions
Can a foreigner open an SRL in Romania without coming to Romania?
Yes, in many cases - remotely, through a properly prepared power of attorney, together with apostilled or legalized documents and certified Romanian translations where required. The POA itself usually needs notarization, apostille/legalization, and translation before it can be used.
How long does it usually take as a foreign investor?
With a complete file, the Trade Register stage moves relatively quickly. The real timeline depends on foreign corporate documents, translations, beneficial owner information, registered office documents, and bank onboarding: roughly 1–3 weeks for a foreign individual shareholder with clean documents, 3–6 weeks for a foreign corporate shareholder across jurisdictions.
What documents are needed for a foreign-owned SRL?
Typically ID or passport copies, articles of association, registered office proof, beneficial owner information, statutory declarations - and, for a corporate shareholder, registry extracts, constitutional documents, and authorizing resolutions, usually with apostille/legalization and Romanian translation. The full list is in the interactive checklist above.
Do I need VAT registration immediately after incorporation?
Not always - it depends on expected turnover, activity, customer base, and whether early VAT recovery or intra-EU operations make immediate registration commercially important. Verify the current threshold and filing route at the time of incorporation rather than relying on older templates. Map it before you file.
Planning a Romanian SRL and want a realistic view of the sequence?
An early legal scoping call is usually the fastest way to turn "can we set this up?" into a workable launch plan - mapping timing, documents, VAT, banking, and remote representation before you commit time and money to the wrong order of operations.
Sources and references
ONRC - portal and company registration procedures: portal.onrc.ro · CMS - note on Law no. 239/2025 changes affecting share capital and bank account obligations: cms.law · Global Law Experts - Romania VAT and business setup market-practice commentary: globallawexperts.com · ecosio - Romania e-invoicing regime overview (RO e-Factura): ecosio.com · Eurostat - business registration statistics: ec.europa.eu/eurostat · World Bank - Doing Business Romania archive: archive.doingbusiness.org · Buju, Stanciu & Asociații (BSA): bsa.ro
Disclaimer: This article is for general informational purposes only and does not constitute legal or tax advice. Timelines are indicative and depend on jurisdictions, documents, and authority workload; share capital rules, VAT thresholds, account obligations, and e-invoicing requirements change and must be confirmed against the rules in force at the time of incorporation.