Starting a Business in Romania: A Guide for Expats

Published on and written by Cyril Jarnias

Starting a business abroad can be both a daunting and exciting adventure, and the thriving platform that Romania offers as a dynamic European destination is increasingly attracting entrepreneurs seeking new opportunities.

This country, located at the strategic crossroads of East and West, offers a competitive tax environment, a skilled and affordable workforce, and growing support for startups, creating an ecosystem conducive to innovation and growth.

Whether you are drawn to the booming tech sector or niche markets rich with potential, understanding the key aspects of starting a business in Romania is essential for navigating this rapidly transforming economic environment effectively.

Understanding Legal Structures for Starting a Business in Romania

Legal StructureMinimum Share CapitalNumber of Members/ShareholdersLiabilityMain Accounting ObligationsAdvantagesDisadvantages
Limited Liability Company (SRL)1 RON1 to 50Limited to contributionsMandatory accounting, annual reportsSimple procedure, low capital, flexible management, suitable for SMEs/micro-enterprisesLimitations for fundraising, less suitable for large projects
Joint-Stock Company (SA)90,000 RONMinimum 2Limited to contributionsStatutory auditors, enhanced controlAccess to financing, credibility, possible public offeringHeavy procedure, high capital, higher management costs
Sole ProprietorshipNone1Unlimited on personal assetsSimplified accountingReduced formalities, flexible management, simplified taxationFull liability, difficulty raising funds, limited credibility

Main Features and Legal Requirements

SRL

  • Minimum share capital: 1 RON (approx. โ‚ฌ0.20)
  • Number of members: 1 to 50 (single member possible)
  • Liability: limited to the amount of contributions
  • Accounting: regular bookkeeping, filing of annual accounts
  • Management: mandatory manager(s) (individual or legal entity)
  • Advantages: flexibility, speed of setup, low capital required, suitable for small structures, non-residents accepted
  • Disadvantages: limited access to financial markets, less prestige
  • Steps: drafting articles of association, reserving the name, filing documents with the Trade Register

SA

  • Minimum share capital: 90,000 RON (approx. โ‚ฌ18,000)
  • Number of shareholders: minimum 2
  • Liability: limited to the amount of contributions
  • Accounting: statutory auditors, mandatory external audit, detailed reports
  • Management: board of directors or directorate/supervisory board (dual structure possible)
  • Advantages: image of solidity, access to financing (public offering), suitable for large companies
  • Disadvantages: administrative complexity, high costs, enhanced control procedures
  • Steps: articles of association, name reservation, filing documents with the Trade Register, depositing capital in a bank, appointing directors/accountants

Sole Proprietorship

  • Share capital: no minimum required
  • Number of members: one only
  • Liability: unlimited (on the entrepreneurโ€™s personal assets)
  • Accounting: simplified, reduced obligations
  • Management: the entrepreneur is the sole master
  • Advantages: quick procedures, near-zero cost, very flexible management
  • Disadvantages: full liability for debts, limited credibility and financing capacity
  • Steps: declaration to the Trade Register, fewer documents required

Administrative Steps and Timelines

  • Name reservation with the Chamber of Commerce and Industry
  • Drafting articles of association (for SRL/SA)
  • Depositing share capital (in a bank, for SRL and SA)
  • Filing the dossier (articles of association, forms, foundersโ€™ ID, proof of registered office address, etc.) with the Trade Register
  • Obtaining the registration number and tax code
  • Average timeline: approximately 10 working days for an SRL or SA, sometimes less for a sole proprietorship

Typical Costs

  • Administrative fees (Trade Register, publication): a few hundred euros for an SRL, higher for an SA due to increased obligations
  • Possible advisory fees (lawyer, accountant)
  • Share capital to deposit (1 RON for SRL, 90,000 RON for SA)

Practical Tips for Expats

  • Opt for the SRL for its simplicity, low cost, and accessibility to non-residents.
  • Choose the registered office carefully (domiciliation possible in some cases).
  • Anticipate opening a bank account in Romania (procedure can be time-consuming).
  • Get assistance from a local lawyer or accountant for drafting articles of association and monitoring tax and social security obligations.
  • Check the compatibility of the project with the chosen status (e.g., an SA if needing to raise funds on markets).
  • For low-risk activities with no employees, a sole proprietorship may be suitable, but beware of unlimited liability.
  • Research applicable tax regimes (micro-enterprise, VAT, dividend taxation, etc.) to optimize the structure from the start.

The SRL is generally the most suitable structure for foreign entrepreneurs looking to establish themselves in Romania due to its flexibility, simplicity, and low entry cost.

Good to know:

The limited liability company (SRL) requires a minimum share capital of 1 RON and at least one member, while the joint-stock company (SA) requires a minimum share capital of 90,000 RON and at least two shareholders; the sole proprietorship offers simplified management but engages the entrepreneurโ€™s personal liability. For expats, assistance from a lawyer specializing in business law can facilitate registration and ease administrative procedures.

Administrative and Regulatory Steps to Launch Your Business

Key Steps to Launch Your Business in Romania:

Choosing the Legal Structure

The main business forms are:

Type of StructureAbbreviationMain FeaturesMinimum Capital
Limited Liability CompanySRL1 to 50 members, limited liability, single member possible, very low capital1 RON
Joint-Stock CompanySAMinimum 2 shareholders, higher capital, suitable for large-scale projects90,000 RON
Sole ProprietorshipEISingle entrepreneur, unlimited liabilityNo minimum capital
General PartnershipSNCPartners with joint and several unlimited liabilityNo minimum capital

Legal Registration of the Company

  1. Reserve the trade name with the National Office of the Trade Register (ONRC).
  2. Prepare the articles of association, proof of domicile, and identity documents of the founders.
  3. Submit the complete dossier to the ONRC and obtain the Registration Certificate and the Tax Identification Number (CIF).
  4. Open a bank account in the companyโ€™s name.
  5. Register for VAT with the Tax Administration if the estimated turnover exceeds the legal threshold or optionally.

Expected timelines: generally 1 to 4 weeks depending on the nationality of the members and their presence on site.

Required Documents by Structure

Type of CompanyMain Documents to Provide
SRLArticles of association, proof of registered office, identity documents, capital
SAArticles of association, list of shareholders, proof of registered office, capital
EIIdentity document, proof of domicile

Obtaining Licenses and Permits

  • Obtaining specific licenses depends on the sector of activity (e.g., catering, financial services, healthcare).
  • Steps to be carried out with the relevant ministries or agencies (e.g., Ministry of Health, National Sanitary Veterinary Authorityโ€ฆ).
  • Variable timelines: from a few days to several months depending on the activity.
  • Some activities require on-site inspections before issuance.

Tax and Accounting Obligations for Expats

Corporate Income Tax:

  • 3% of turnover for micro-enterprises

Romania offers a fast and simplified company setup procedure, flexible legal structures, advantageous taxation, and numerous support mechanisms, making it an attractive destination for foreign entrepreneurs.

Good to know:

In Romania, company registration is mainly done with the Trade Register, and it is crucial to choose the appropriate legal structure, such as the SRL for its simplicity; additionally, steps to obtain necessary licenses must be anticipated, with some taking up to 30 days, while tax obligations notably include VAT and social contributions. Foreign entrepreneurs can benefit from resources like incubators such as TechHub Bucharest to facilitate their establishment.

Tax Considerations and Access to Financing for Expats

Main Tax Obligations for Expats Starting a Business in Romania

  • Resident companies are subject to corporate income tax on their worldwide income, while non-resident companies are taxed only on income generated in Romania.
  • Corporate Income Tax: 16%
  • Micro-enterprises: 1% of turnover (if annual turnover does not exceed โ‚ฌ60,000)
  • Personal Income Tax: 10%
  • Branches and subsidiaries pay quarterly tax. The fixed tax for a representative office is 18,000 RON/year.
  • Capital gains are generally taxed at the ordinary rate but may be exempt if certain holding conditions are met (at least 10% of shares for one continuous year).

Tax Deadlines

  • Quarterly payment and declaration for profit tax
  • Mandatory annual declaration
  • Strict adherence to deadlines under penalty of fines

Summary Table of Main Taxes

Type of TaxRateFrequency
Corporate Income Tax16%Quarterly
Micro-enterprise1% turnover โ‰คโ‚ฌ60kQuarterly
Personal Income Tax10%Annual
Representative OfficeFixed: 18k RON/yearAnnual

International Tax Treaties

Romania has numerous bilateral agreements to avoid double taxation. These treaties can influence:

  • The treatment of dividends, interest, or royalties between the Romanian company and the country of origin.
  • The possibility of exempting certain capital gains depending on the holding period and level.

It is important for each expat to check if a treaty exists with their country of origin in order to:

  • Optimize cross-border taxation
  • Limit the risk of double taxation

Tips for Optimizing Taxation When Setting Up

  • Choose wisely between a micro-enterprise, standard company, or PFA (authorized natural person) based on the expected turnover volume.
  • Take advantage of the micro-enterprise regime (1%) up to the allowed threshold before switching to the standard regime.
  • Deduct all eligible professional expenses to reduce the taxable base (especially under PFA status).
  • Consider an activity in the research and development sector, which can benefit from up to -50% on profit tax.

Main Sources of Financing Accessible to Foreigners

List of Sources:

  • Local Romanian banks
    • Standard business loans (often require a down payment or guarantees)
    • Sometimes require legal residency or a local banking history
  • State-subsidized loans from the Romanian government
    • Programs like โ€œStart-Up Nationโ€ open to legally domiciled foreigners
    • Specific criteria by sector/innovation
  • Private investors and VC funds
    • Local/international business angels active in IT, innovative services

Common Criteria:

  • Solid dossier with a detailed business plan
  • Legal documents (legal status, registration)
  • Personal contribution sometimes required
  • Local banking history recommended

Potential Challenges:

  • Complex administrative procedures without local support
  • Limited access to credit without a Romanian banking history
  • Possible language barrier in negotiations

Specific Support for Expat Business Creators

Useful List:

  • Bilateral Chambers of Commerce (Franco-Romanian, etc.) offering legal/tax support specific to foreigners
  • National/economic development agencies providing free advice, practical guides, and guidance towards public/subsidized funding
  • Specialized accounting firms that can handle tax formalities and administrative registrations adapted for expats

Strongly recommended to seek guidance during initial steps in order to:

  • Secure local tax compliance
  • Access available financial schemes more easily

Good to know:

Expats starting a business in Romania must comply with income tax, VAT, and social security contributions, with varying rates and strict deadlines; checking international tax treaties could offer relief. For financing, local banks, state loans, and private investors are accessible, with eligibility often depending on project viability and guarantees, with potential support from chambers of commerce to facilitate procedures.

Cultural Differences and Support Resources for Entrepreneurs

Cultural Differences in Romania Influencing Business

  • Hierarchy and Respect for Authority
    Romanian society places great importance on hierarchy. Older individuals or those in high positions are respected and consulted on important decisions. In a professional context, this translates into marked respect for titles and a decision-making process often centralized around the companyโ€™s management or founder.
  • Importance of Personal Relationships and Networking
    Personal relationships play an essential role in business. It is common to build a trust-based relationship before discussing purely professional matters. Networking is therefore paramount, and it is recommended to take the time to get to know your counterparts during informal meetings or over a meal.
  • Communication and Negotiation Styles
    Communication in Romania is both frank and formal, especially during initial interactions or with superiors. Using titles and last names is expected until an invitation to be more familiar is given. Non-verbal communication, such as eye contact, is important for expressing sincerity and respect. Negotiations can be direct, but politeness remains essential. It is customary to prioritize face-to-face meetings or phone calls for important discussions.
  • Conflict Management
    Conflict resolution may differ from practices in other cultures. The judicial system is perceived as slow and costly, often leading parties to seek amicable solutions or rely on personal networks to arbitrate disputes. This contrasts with the practices of many expats who more systematically resort to legal channels.
AspectRomaniaExpats (France, Germany, etc.)
HierarchyVery pronounced, centralization of powerMore delegation, flattened hierarchy
CommunicationFormal, direct but polite, importance of non-verbal cuesSometimes more informal, emails preferred
NegotiationBased on trust, importance of networkMore transactional, formalized
Conflict ManagementInformal solutions preferredMore frequent recourse to legal means

Practical Tips:

  • Take the time to build trust-based relationships before discussing business.
  • Respect hierarchy and use appropriate titles during initial contacts.
  • Adapt your communication style, prioritizing politeness and clarity.
  • Do not underestimate the importance of local networks for solving problems or speeding up procedures.

Support Resources for Expat Entrepreneurs in Romania

  • Chambers of Commerce
    • French Chamber of Commerce and Industry in Romania (CCIFER): offers networking events, workshops, and personalized support for French-speaking entrepreneurs.
    • Romanian-German Chamber of Commerce and Industry (AHK): offers similar services for German-speaking entrepreneurs.
    • British-Romanian Chamber of Commerce: focuses on experience exchange and integration of newcomers.
  • Incubators and Accelerators
    • TechHub Bucharest: coworking space and incubator dedicated to international and local tech startups.
    • Impact Hub Bucharest: offers support, training, and regular events for business creators from all backgrounds.
    • Spherik Accelerator: acceleration program for innovative startups, open to foreigners.
  • Government Programs and Local Initiatives
    • Start-Up Nation Romania: grants and support for business creation, also accessible to EU nationals.
    • Regional economic development programs: support, advice, and sometimes funding for foreign entrepreneurs.
    • Local initiatives: public-private partnerships, startup competitions, innovation days in several cities.
  • Resources and Platforms for Networking
    • Meetup.com: thematic groups for entrepreneurs, tech, marketing, etc., present in all major cities.
    • LinkedIn: specialized groups on entrepreneurship in Romania and expat forums.
    • Evenimente.biz, Start-up.ro: information portals on events, trade shows, competitions, and networking opportunities.

Concrete Examples and Testimonials

A French entrepreneur based in Bucharest explains that regular participation in CCIFER events allowed him to build a solid network and quickly find local partners.

A German entrepreneur testifies that integrating into an incubator like Impact Hub Bucharest facilitated her adaptation to the Romanian business culture, thanks to personalized support and exchanges with other expats.

Several expats emphasize the importance of relying on local networks to understand regulatory subtleties and speed up administrative procedures.

Practical Tips for Newcomers

  • Participate in events organized by chambers of commerce or incubators upon arrival.
  • Use online platforms to identify active entrepreneur groups in your region.
  • Contact established entrepreneurs to benefit from their experience and avoid common pitfalls.

Starting a business in Romania requires adaptability, a good understanding of cultural differences, and the support of local resources to maximize your chances of success.

Good to know:

Understanding local values, such as the importance placed on personal networks, is essential for succeeding in business in Romania; local chambers of commerce or incubators like TechHub Bucharest offer valuable support to expat entrepreneurs.

Disclaimer: The information provided on this website is for informational purposes only and does not constitute financial, legal, or professional advice. We encourage you to consult qualified experts before making any investment, real estate, or expatriation decisions. Although we strive to maintain up-to-date and accurate information, we do not guarantee the completeness, accuracy, or timeliness of the proposed content. As investment and expatriation involve risks, we disclaim any liability for potential losses or damages arising from the use of this site. Your use of this site confirms your acceptance of these terms and your understanding of the associated risks.

About the author
Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Franรงais de lโ€™รฉtranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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