Why Foreign Entrepreneurs Choose BSA in Bucharest for English-Language Legal Services

If you're launching a Romanian subsidiary, setting up an SRL, or entering the market as a non-resident founder, the legal challenge is rarely just "how do I register a company?" The bigger question is who can guide you, in clear English, through incorporation, contracts, structuring, compliance, and day-to-day business decisions in Romania.

Romania rewards preparation: it actively seeks foreign direct investment, offers a market of roughly 19 million consumers with a relatively well-educated workforce (U.S. State Department, 2024 Investment Climate Statement), and Bucharest remains the country's leading startup hub by enterprise value (Dealroom). This guide covers what market entry actually involves for a foreign founder - the SRL structure, the realistic timeline and its delay traps, the compliance items that must be handled early, and how to compare Romanian counsel, BSA included.

Market entry is a structuring exercise, not a filing exercise

Foreign entrepreneurs typically choose the SRL (societate cu răspundere limitată) because it's flexible and accessible. But for a foreign founder, the legal work is not merely administrative. A Romanian market entry usually involves: choosing the right shareholder and director structure; preparing constitutional documents in Romanian with commercially accurate terms; setting up a registered office; handling beneficial owner disclosures (Romania's framework connects to the EU-level BORIS system); planning tax registration and accounting coordination; and making sure future contracts, investments, and operational steps align with the structure adopted on day one.

English-language legal service is therefore not cosmetic - it's operational infrastructure. A translation error in the articles of association, an incomplete beneficial owner statement, or a misunderstanding about director powers can delay registration or create avoidable issues later. Three ways language-capable, internationally connected counsel changes the experience: documents get explained, not just translated (what management powers mean, what local formalities require in practice); cross-border structuring gets easier (foreign corporate shareholders need additional resolutions, legalization or apostille workflows, sworn translations); and the advice stays useful after incorporation - contracts, employment, IP, investment-readiness, compliance.

The realistic SRL timeline - and where delays actually come from

Three stages, one delay zone: the non-resident document workflow

Interactive: the incorporation readiness pack for non-resident founders

Tick what you can already provide - a complete pack is the single biggest accelerator of the whole process:

Eight items that decide whether your SRL takes days - or weeks

• Identification documents for all shareholders and directors
• Shareholder details and the intended ownership percentages
• Proposed company name (with alternatives, in case of conflicts)
• Registered office basis - lease, ownership, or hosting arrangement
• Director structure and signing instructions decided (who signs, with what powers)
• For corporate shareholders: foreign corporate documents, resolutions, apostille/legalization initiated
• Beneficial ownership information prepared for disclosure
• Accountant identified for tax registration, microenterprise/VAT assessment, and e-invoicing setup

ONRC · BORIS · Fiscal compliance

The compliance items that must be handled early - not after trading starts

Beneficial ownership disclosure is embedded in Romania's Trade Register framework and connected to the EU-wide BORIS interconnection system - an incomplete statement is a classic registration blocker. On the tax side, founders should confirm current eligibility for the microenterprise regime and monitor VAT obligations, including the commonly cited RON 395,000 registration threshold. Romania's expanding digital reporting environment - including e-invoicing - means legal and accounting coordination should happen before the business is trading, not after. None of this makes Romania unusually difficult; it makes Romania a market that rewards preparation.

Quick test: myth or reality for foreign founders?

Statement 1: "A foreign company - not just a foreign individual - can own 100% of a Romanian SRL."

Reality. In general, foreign individuals and foreign companies can hold 100% ownership of an SRL, subject to proper registration, documentation, and beneficial ownership disclosure. The corporate-shareholder route just adds a document layer: resolutions, legalization or apostille, and sworn translations - which is why it should start in parallel with drafting.

Statement 2: "The Romanian articles of association are a formality - any certified translation of our standard template will do."

Myth. Constitutional documents must be prepared in Romanian with commercially accurate terms - a translation error, a mismatch on director powers, or governance drafting that doesn't fit Romanian formalities can delay registration or create disputes later. Documents need to be explained and adapted, not just translated.

Statement 3: "We only need the lawyer until the Trade Register issues the certificate of incorporation."

Myth. Incorporation is the starting point, not the endpoint. After formation, the company typically needs shareholder agreements and governance, commercial contracts, IP strategy, employment or contractor arrangements, investment rounds or convertibles, data/GDPR and SaaS contracting, and - when things go wrong - disputes and debt recovery. The selection criterion is whether counsel can support the decisions that follow registration.

Statement 4: "Tax registration, the microenterprise question, and VAT can be sorted out once we start invoicing clients."

Myth. Eligibility for the microenterprise regime, the RON 395,000 VAT threshold, and Romania's e-invoicing obligations are exactly the items that create tax-registration mismatches when handled late. Legal and accounting coordination should happen at formation - it's cheaper to design the setup than to repair it while trading.

How to compare Romanian firms - five questions that beat marketing language

The useful comparison isn't firm-versus-firm branding. Whether you're evaluating BSA, Țuca Zbârcea & Asociații, Nestor Nestor Diculescu Kingston Petersen, Mușat & Asociații, BMA Legal, or another business law firm, ask the same five questions:

1. Does the team regularly handle SRL incorporations for non-resident founders?
   Ask for the workflow, not just a yes - how they run apostille, translations, and corporate approvals.
2. Is English-language communication direct and consistent throughout the matter?
   Not just at the pitch - in redlines, explanations, and status updates.
3. Can the firm coordinate cross-border documents and legalization steps?
   Especially with corporate shareholders and multi-jurisdiction groups.
4. Is post-incorporation support available?
   Contracts, employment, IP, data protection, disputes - the full lifecycle, not just filing.
5. Do you receive a clear scope, timeline, and fee proposal at the outset?
   A written engagement proposal, with line items - incorporation work, registered office assistance, beneficial owner filings, post-incorporation steps.

Where BSA fits - stated plainly

On those five points, BSA's public profile emphasizes business-law support, startup and investment work, and cross-border responsiveness: practice areas spanning commercial law, start-ups and investments, IP, AI, and blockchain/digital assets; membership in Legal Network International with partnerships in Spain, Switzerland, Italy, and the Republic of Moldova; a Bucharest office at Str. Belgrad 10, Sector 1; and a stated response time within 24 hours - practical for founders coordinating across time zones. In this engagement model, BSA coordinates with the client's accountant or bank contact where legal work overlaps with accounting and banking steps, while bookkeeping, tax filings, and bank onboarding decisions remain with the relevant provider. As with any firm's self-description, verify it with a written scope and a concrete timeline for your matter.

Typical use cases

Full foreign-ownership SRL

A UK, US, Swiss, or EU founder setting up a Romanian SRL with 100% foreign ownership - individual or through a holding company establishing a Bucharest subsidiary.

Startup formation + founder docs

Incorporation plus founder documentation, IP assignments, and investment-readiness - relevant in Bucharest, Romania's leading startup hub by enterprise value (Dealroom; StartupBlink reports continued ecosystem growth).

Ongoing English-language counsel

An investor-backed business entering Romania, or a non-resident shareholder who needs continuing Romanian counsel after formation - contracts, employment, data protection, and disputes, not just the initial filing.

"Foreign investors searching for English-language support on Romanian company formation aren't looking for a generic law office - they're looking for counsel that can translate Romanian legal requirements into actionable business decisions. Incorporation is the starting point of that relationship, not the endpoint."

- The premise of BSA's work with international founders

Frequently asked questions

Planning a Romanian company, a Bucharest subsidiary, or a non-resident shareholder structure?

The right next step is to confirm scope, timing, and documentation requirements early - before the apostille queue and the beneficial-owner form decide your launch date for you. For company formation, investor support, or ongoing English-language commercial counsel in Romania, contact Buju, Stanciu și Asociații.

Contact us

Sources and references

European e-Justice Portal - Romania's business register and beneficial ownership overview: e-justice.europa.eu · National Trade Register Office (ONRC): onrc.ro · BORIS - Beneficial Ownership Registers Interconnection System: e-justice.europa.eu · U.S. Department of State - 2024 Investment Climate Statement: Romania: state.gov · OECD Economic Survey of Romania 2026: oecd.org · Dealroom - Romania ecosystem profile; StartupBlink - Romania ecosystem report: dealroom.co / startupblink.com · Romanian VAT registration threshold and microenterprise regime - current compliance guidance: anaf.ro · 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; thresholds, regimes, and registration requirements change and must be confirmed against current law at the time of formation. Information about BSA and other firms reflects public positioning and should be verified through direct engagement.