How to start a business in Romania

Starting a business in Romania involves several key steps: selecting a legal structure, registering your business, and complying with local regulations. We present here the key steps you need to be aware of, in order to understanding local tax requirements, ensuring you have a clear roadmap to start your business successfully.

Legal and Physical Persons structure

Once you have completed your research and business plan preparation, you need to decide on the legal structure. This could be a legal person (a company) or an authorized physical person (PFA). The most common legal persons in Romania are the following

• S.r.l. (Societate cu raspundere limitata) – Limited liability company
• S.A. (Societate pe actiuni) – Joint stock company

Register Your Business

Whatever legal form you choose, all companies, of any nature, must be registered in the Register of Companies managed by the Oficiul National al Registrului Comertului ONRC (National Office of the Commerce Register. The classification in a legal form is not just a formality, but a legal obligation that guarantees the legitimacy and transparency of the entrepreneurial activity. More information here https://www.onrc.ro

The first step in registering a company is to choose a name (with 3 optional alternatives) for the company you want to establish. Then you submit this request to the National Trade Register Office (ONRC), which ‘reserves’ the name for you.”

In order to register, you need to have COMPANY CHARTER also known as the articles of incorporation (called Act Constitutiv in Romania) is a foundational legal document that formally establishes a company. It outlines the essential details and rules governing the business.

Typically, it includes:

• Company Name: The official registered name of the business.
• Legal Form: Type of company (e.g., S.r.l., S.A.).
• Registered Office: The legal address of the company.
• Corporate Purpose: A description of the business activities the company will engage The corporate purpose must be chosen and codified according to CAEN (The Economical Activities Code available on ONRC site)
• Share Capital: The amount of capital invested and how it’s divided among shareholders.
• Ownership Structure: Names of shareholders and their respective shares.
• Profit Distribution: How profits will be allocated among shareholders

Governance Rules: Appointment and powers of directors or administrators.

Voting rights and decision-making procedures.

• Voting rights and decision-making procedures.
• Duration: Whether the company is set up for a fixed or indefinite period.
• Profit Distribution: How profits will be allocated among shareholders.

In Romania, the charter must be drafted by a public notary and registered to Register of Commerce (ONRC) or could be drafted and signed by shareholders and certified by a lawyer It’s a legally binding document and serves as the company’s constitution.

Authorized Physical Person (PFA) it’s another form of legal structure which enable you to do business in Romania

It’s not a commercial company but a legal form for an individual to open a business using his own resources (labor force and technical know how). You don’t need a shared capital, just a headquarter and where is the case a certificate attesting the right to practice a profession.

The business purpose must be chosen and codified according to CAEN Code. You are allowed to include maxim 3 CAEN codes.

There is no taxes for setting up a PFA.

A PFA has much lower administrative costs than a company, faster access to the business’s money.

A PFA could hire a maxim 3 persons with labor contracts.

A PFA must obtain also a Fiscal Registration Number from ANAF and pay regular taxes.

Also, for setting up a PFA you need to present a diploma or certification which is meant to certify that you are able to carry out the activity you want — in certain situations, experience in the field can be considered equivalent to formal studies.”

Also, there are another 2 legal structures stated by law which could be suitable for starting a small business:

The individual enterprise (IE) is a form of organizing economic activity for a natural person, where the owner (the titleholder) conducts the activity on their own behalf and at their own risk, without acquiring legal personality. Although it is not a separate legal entity, it must be registered with the Trade Register, and the owner becomes an authorized trader. The individual enterprise may employ up to 8 employees and involves the personal liability of the titleholder for the business’s debts, including with personal assets, if these cannot cover the financial obligations.

Key aspects of an individual enterprise:

• Natural person: It is owned and controlled by a single natural person.
• No legal personality: The enterprise does not have a separate existence from its owner.
• Registration with the Trade Register: Mandatory for legal operation.
• Personal liability: The titleholder is fully liable, including with personal assets, for the enterprise’s obligations and debts.
• Employment: Can hire up to 8 employees under individual employment contracts.
• Organized activity: Involves constant, organized activity, with its own financial and logistical resources.
• Professional competence: The titleholder must have the necessary professional qualifications for the activities carried out, proven by official documents.

Obtain a Fiscal Registration Number and Registration as VAT Payer.

Applying for a Fiscal registration Number at the ANAF (National Agency of Fiscal Registration) is essential for legally operating a business in Romania.

Fiscal Registration Number

What it is: A personal identification number used in all interactions with public authorities and financial institutions.

• Why you need it: Required to register a company.
  • Needed to open a business bank account.
  • Used for contracts, invoices, and tax filings.

VAT Payer

What it is: A unique number that identifies your business for Value Added Tax (TVA) purposes if your turnover is over 300.000 lei.

Why you need it: Required to issue invoices and collect VAT.

 Without these two identifiers (Fiscal Registration Number or where is the case VAT Payer, you can’t legally invoice clients, pay taxes, or register your business. They’re the backbone of your fiscal identity in Romania.

Comply with Local Regulations

Depending on your sector, you may need:

For more information on those regulations, please refer to the ONRC.