Business presence

Main vehicles for doing business in Romania:
Romanian company, the most used are:

  • Joint Stock Company (“SA”)
    • Ideal for mayor investments.
    • Minimum share capital: 20.000 €
    • Shareholders liability limited to the value of the shares.
  • Limited liability company (“SRL”)
    • Most popular one. Best for medium-small businesses.
    • Minimum share copital: 50 €
    • Maximum shareholders: 50
    • Shareholders liability limited to the value of the shares.
  • General Partnership (SNC)
    • Joint and unlimited liability of the associates
  • Limited Partnership (SCS)
    • 2 types of associates: general and limited
    • Joint and unlimited liability of the general associates
    • Limited liability of the limited associated to the value of the subscribed capital
  • Limited partnership by shares (SCA)
    • Capital divided into shares
    • 2 types of associates: general and limited
    • Joint and unlimited liability of the general associates
    • Limited liability of the limited associated to the value of the subscribed capital

Subsidiary (“filiala”)

  • Romanian legal entity with juridical personality, following the rules of a Romanian company as shown above

Branch (“sucursala”)

  • Extension of the mother company
  • depending on its head ofice abroad from decisional and financial points of view

Representative Offices of Foreign Companies

  • acts in behalf of the represented company
  • its activity is limites to the promotion and technical support of the represented company
  • subject to an annual fee of Euro 4000

Joint Venture

  • a cooperation betwen two or more companies or individuals for an established purpose
  • without juridical personality

Economic Interest Group (EIG or EEIG)

  • an entity formed by maximum 20 members
  • activities carried out by an EIG must be related to theeconomic activity of its members and must be an accessory thereto
  • Joint and full liability of the members for the EIG’s obligations assumed to third parties unless otherwise agreed
  • EEIG is regulated by European Council Regulation 2137/1985 and is formed by at least 2 members from different EU countries

Commercial agreements, such us:

  • Distribution agreement.
  • Commission agency agreement.
  • Franchise

Setting up a company

Setting up a company may take between 7 to 15 days. The usual steps are:

  • The name of the future company is certified by the Trade
  • The bank certificates the shareholders have deposited the share capital in a bank account openened in the name of the future company.
  • The shareholders sign an incorporation deed in front of a Lawyer
  • The incorporation deed is passed through the Tax Office as exempt of taxes.
  • The incorporation deed is registered in the Company House.

Formation of companies which business purposes fall within the scope ot regulated markets will have specific requisites and formalities.

Exchange Control

There is total freedom of capital movements. Capital, dividends, profits and any kind of incomes can be repatriated by foreign investors without restrictions.

Money Laundering

Labour law framework

Regulation: labour relations are governed by the Labour Code and collective agreements between the companies and the employees’ representatives.

Types of contracts

  • The rule is of employement contracts for unlimited period of time with prior notice for termination from both parties
  • Limited period employement contract are the exception
  • All foreign employees, except citizens of EU/EEA member states and Switzerland, require a work permit to be employed in Romania.
  • Normal working program: 8 hours/day 40 hours/.week
  • 12 National Holidays
  • Minimum 20 paid holidays day/year

Social Security.- Registration with the Social Security is compulsory. The social security contribution is paid partly by the company and partly the employee.


Minimum gross salary. It is fixed every year by the Governement. 280 € for 2016.


Corporate tax:

Romanian companies and foreing companies with tax residency in Spain are levied with a corporate tax rate of 16%

Tax on dividends: 5%.

Alternative tax onturnover is applied for microenterprises (turnover < EUR 100,000):

  • 1% for companies that have at least 2 employees.
  • 2% for companies that have one employee.
  • 3% for companies with no employees.

Standard VAT rate: 20% (19% from 1 January 2017).

EU Funding

During 2014-2020, Romania will receive a total allocation of approximately EUR 32.96 billion from Structural and Cohesion Funds, Rural Development and Fisheries funds and from Cross border cooperation programs and the Connecting Europe Facility.

Recognition and enforcement of foreign court decisions

  • automatically recognition without any further formalities of the capacity of writ of execution, as per the provisions of Regulation (EU) 1215/2012  for any judicial action initiated after January 10,2015, in an EU state

Publisher: Budușan & Associates