Market entry in Romania 2026

Romania at a glance

EU member since 2007 · NATO member · Schengen full member (land borders, January 2025) · OECD accession track

Romania is the EU's seventh-largest economy by population (≈ 19 million) and a regional gateway between Central Europe, the Balkans and the Black Sea. It applies EU law in full, uses the leu (RON) as its national currency, and offers a flat 16% corporate income tax — one of the lowest headline rates in the EU.

The legal landscape

Romania is a civil-law jurisdiction. Core sources for foreign investors:

All consolidated texts are publicly available at legislatie.just.ro, the official portal of the Ministry of Justice.

Legal forms for foreign investors

Law 31/1990 · SRL · SA · branches · representative offices · partnerships · JVs

Foreign investors typically structure their Romanian presence as a private limited-liability company (SRL) or — for capital-markets exposure, listed vehicles or large joint ventures — a joint-stock company (SA). Branches and representative offices remain in use for testing the market or running a permanent establishment without separate legal personality.

Comparative table

SRL — the default vehicle

The SRL combines minimal capitalisation, simple governance (sole director or a board of directors) and low compliance overhead. From 1 January 2026, the minimum share capital is raised to 500 lei for newly incorporated SRLs, and to 5,000 lei for SRLs whose net turnover exceeds 400,000 lei in a financial year (Law 31/1990, as amended by Law 246/2025). Existing SRLs have two years from the entry into force of the amending law to bring share capital in line, on pain of judicial dissolution.

SA — joint-stock company

The SA is the form of choice for capital-markets entities, banks, insurers and large industrial joint ventures. Key features:

• Minimum share capital 90,000 lei (≈ €25,000), of which at least 30% must be paid in at incorporation; the remainder within 12 months for cash and 2 years for in-kind contributions.
• Two governance options: unitary system (one or more directors organised in a Board of Directors, in an odd number) or dualist system (Directorate + Supervisory Board).
• Shares may be nominative or, exceptionally, bearer; ordinary or preferred (Art. 91 et seq.). Public-offering and listed SAs are also subject to Law 24/2017 on the issuance of financial instruments and to ASF supervision.
• Statutory audit mandatory; the SA must publish annual financial statements in the Official Gazette and the trade register.

Branch vs subsidiary — choosing between them

Representative office

Authorised under Decree-Law 122/1990 by the Ministry of Economy. Cannot conclude commercial transactions in its own name; limited to market research, promotion, contacts and similar auxiliary activities. Fixed annual lump-sum tax: 18,000 lei. Useful as an initial bridgehead before incorporating a subsidiary.

Joint ventures

Romania recognises both incorporated joint ventures (typically SRL or SA) and unincorporated joint ventures (asociere în participațiune, Art. 1949 et seq. Civil Code). The latter is contractual, does not create a separate legal person and is tax-transparent — useful for project-specific consortia, construction contracts and pooled bids.

Setting up the company

National Trade Register Office (ONRC) · indicative timeline 5–10 working days · online filing at portal.onrc.ro

Company incorporation is processed by the National Trade Register Office (ONRC). The procedure is largely electronic, and the registrar decides on a complete file within one working day from registration of the application. Allowing for name reservation, document preparation and notarisations, foreign investors should plan for a total of 5 to 10 working days.

The standard sequence

1. Name reservation. Online via portal.onrc.ro. Reserved for three months. Investors should verify availability against the trade register and EUIPO/OSIM trademark databases.Day 1–2.
2. Draft the articles of association. Standard or bespoke. Must contain corporate name, object of activity (NACE/CAEN codes), registered office, share capital, identification of shareholders and directors, term and other items required by Art. 7 (SRL) or Art. 8 (SA) Law 31/1990.Day 1–4, parallel.
3. Secure the registered office. Lease, ownership title or commodatum agreement. Notarisation of the owner's consent if the address is residential. A single address may host multiple companies, subject to formalities.Day 2–4.
4. Open a capital account with a Romanian bank and deposit the subscribed capital. The bank issues a proof of deposit. Some banks require KYC on the ultimate beneficial owner (UBO) before opening the account.Day 3–5.
5. Identify the UBO and prepare the UBO declaration (Law 129/2019, AML). Filed together with the incorporation file.Day 3–5.
6. Notarise / sign before the registrar the articles of association, specimen signatures and acceptance declarations of the directors.Day 4–6.
7. File the incorporation application with ONRC. Online or in person. Standard registration fees apply (~ 120–300 lei in state fees, plus minor Official Gazette publication fee).Day 5–7.
8. Incorporation decision & tax registration. The registrar issues the incorporation decision; ONRC simultaneously notifies ANAF (tax authority), which issues the fiscal identification code. VAT registration is processed separately if applicable.Day 6–8.
9. Post-incorporation. Open the operating bank account (with full KYC), procure the e-signature certificate and the SPV ANAF account for online filings, register beneficial owners with ONRC if a change occurred, and obtain sectoral authorisations.Day 7–10+.

Documents required from a corporate shareholder

• Apostilled (or, where applicable, legalised) certificate of good standing from the parent's home register, with a sworn Romanian translation.
• Apostilled corporate resolution approving the Romanian investment and appointing the legal representatives.
• Apostilled extract of the parent's articles or equivalent constitutional document.
• Passport copies and tax-residence certificates of the directors and UBOs.

Tax registrations to plan for

Foreign Direct Investment screening

GEO 46/2022 · Law 164/2023 · CEISD · CSAT Decision 73/2012 sensitive sectors

Scope

Romania's FDI screening regime was established by Government Emergency Ordinance 46/2022 (implementing EU Regulation 2019/452) and subsequently amended by Law 164/2023. Notification is reviewed by the Commission for the Examination of Foreign Direct Investments (CEISD), an inter-ministerial body operating alongside the Competition Council. Following Law 164/2023, the regime expressly covers EU investments as well — including investments by Romanian-incorporated entities — when made in a sensitive sector.

Sensitive sectors (CSAT Dec. 73/2012)

• Security of citizens and communities;
• Border security;
• Energy security;
• Transport security;
• Security of supply with vital resources;
• Security of critical infrastructure;
• Security of communication and IT systems;
• Security of financial, fiscal, banking and insurance activities;
• Security of production and circulation of weapons, ammunition, explosives and toxic substances;
• Industrial security;
• Protection against natural disasters;
• Protection of agricultural and environmental activities;
• Protection of privatisation operations of state-owned enterprises.

Procedure

• Filing fee: €10,000 per notification, payable upfront and refundable if CEISD finds the investment non-notifiable.
• Phase I review: up to 135 days from confirmation that the file is complete (typically within 7 days from submission).
• Phase II / CSAT: where CEISD identifies a potential threat, the case is escalated to the Supreme Council of National Defence (CSAT) for a final decision.
• Standstill obligation: closing cannot occur prior to clearance. Failure to notify or closing in breach carries substantial fines (up to 10% of global turnover) and the transaction may be annulled.

Taxation in brief

Fiscal Code (Law 227/2015) · Fiscal Procedure Code (Law 207/2015) · Pillar Two from 2024 · cross-reference to our Tax Card 2026

Romania applies a competitive, broadly flat tax system. For a complete reference (rates, deductibility rules, thresholds and procedural deadlines), see our Tax Card Romania 2026. The following is an investor-oriented summary of the items most often relevant at market entry.

Corporate income tax (CIT) — 16%

• Standard rate 16% on worldwide profits of Romanian companies and on Romanian-source profits of foreign companies' PEs.
• Loss carry-forward: 5 years for losses incurred after 1.01.2024, capped at 70% of the period's taxable profit; 7 years for pre-2024 losses. No carry-back.
• Interest limitation: deduction integral up to €500,000 with related parties and €1,000,000 total; excess limited to 30% of fiscal EBITDA.
• Minimum turnover tax (IMCA): 0.5% in 2026 (down from 1%), applicable to taxpayers with turnover > €50 million. Eliminated from 1 January 2027.
• Pillar Two: 15% minimum effective tax rate (QDMTT & IIR from 2024, UTPR from 2025) for groups with consolidated revenue ≥ €750 million.

Micro-enterprise regime — 1%

Available to companies with turnover ≤ €100,000 (cumulated with linked enterprises under Law 346/2004), at least one full-time employee, shareholders holding > 25% in only one micro-enterprise, and excluding banking, insurance, capital markets, gambling and oil & gas activities. Single rate of 1% on turnover from 1 January 2026 (the former 3% rate was abolished).

VAT — 21% standard / 11% reduced

Standard rate 21% since 1 August 2025; single reduced rate 11% (food, medicines, water, books, accommodation, social housing, etc.). Registration threshold: 395,000 lei annual turnover.

Withholding tax on cross-border payments

Romania has concluded more than 90 double-tax treaties, including with all major capital-exporting jurisdictions, applying the OECD MLI standard.

Transfer pricing

Romania applies the OECD TP Guidelines through Order 442/2016 (large taxpayers) and Order 222/2008 (others). The TP file (dosarul prețurilor de transfer) must be prepared annually and presented on request, within 10 days for large taxpayers and 30 days for others.

Employer social charges

The employer's monthly cost adds 2.25% (CAM — labour insurance) on top of the gross salary; CAS (25% pension) and CASS (10% health) are borne by the employee through withholding. See our Tax Card for the complete contributions table and special regimes (IT, construction, agriculture).

Employment & immigration

Labour Code (L. 53/2003) · GEO 25/2014 (employment of foreigners) · 2026 non-EU quota: 90,000 · WorkinRomania platform from August 2026

Employment contracts

• Written form mandatory; concluded and registered in the General Register of Employees (REVISAL) on the day prior to commencement of work.
• Indefinite term is the rule; fixed-term permitted only in cases listed by Art. 83 Labour Code (replacement, seasonal activity, project, etc.), up to 36 months.
• Probation period: up to 90 calendar days (non-managerial), 120 days (managerial), 30 days (employees with disabilities). Shorter caps apply for fixed-term contracts.
• Working time: 8h/day, 40h/week standard. Overtime compensated with paid time off within 90 days or, failing which, a salary surcharge ≥ 75%.
• Annual leave: minimum 20 working days.

Termination

• Notice for dismissal: minimum 20 working days for physical/mental incapacity, professional inadequacy and individual or collective redundancies. Causes for dismissal are listed exhaustively by Art. 56 (de jure) and Art. 61–65 (employer-initiated) of the Labour Code.
• Notice for resignation: 20 working days (45 working days for management positions), unless waived by the employer.
• Collective redundancies: trigger thresholds of 10, 10% or 30 employees over 30 days, with mandatory consultation of employee representatives and notification to the labour inspectorate.

Social dialogue & collective bargaining

Under Law 367/2022 (Social Dialogue), companies with at least 10 employees must initiate collective bargaining at unit level (no obligation to conclude). National sector-level collective agreements may extend across the sector. Employee representatives are elected where no representative union exists.

Immigration of non-EU workers

Employment of non-EU/EEA/Swiss nationals is regulated by GEO 25/2014 and GEO 194/2002. The 2026 framework introduces a refined two-track visa system:

The end-to-end procedure (work authorisation → long-stay visa → residence permit) is handled by the Romanian employer with the General Inspectorate for Immigration (IGI). Operations are migrating to the unified WorkinRomania.gov.ro platform, fully operational from 8 August 2026.

EU/EEA/Swiss nationals

Free movement of workers; no work authorisation required. Stays beyond 90 days require registration with IGI (registration certificate). Posted workers under Directive 96/71/EC are subject to the host country's "hard-core" rules.

Real estate

Constitution Art. 44(2) · Civil Code · Law 17/2014 (extra-muros agricultural land) · Law 7/1996 (cadastre)

Foreign acquisition of buildings

There are no restrictions on foreign individuals or legal entities acquiring buildings (and the corresponding constructed surface) in Romania.

Foreign acquisition of land

Art. 44(2) of the Constitution provides that foreign citizens and stateless persons may acquire land only under the terms resulting from Romania's EU accession, from international treaties on a reciprocal basis, or by lawful inheritance. In practice:

Extra-muros agricultural land (Law 17/2014)

Sale of agricultural land located outside city limits is subject to a multi-tier pre-emption procedure. Pre-emptors include, in order: co-owners, first-degree relatives, lessees with at least one-year tenure, neighbouring owners, young farmers, the Romanian state. The seller must publish the offer with the competent local authorities; the procedure typically adds 2–4 months to a transaction.

Due diligence — practical points

• Title and encumbrance check at the local Land Book (carte funciară) administered by the National Agency for Cadastre and Real Estate Publicity (ANCPI).
• Verification of zoning (PUG/PUZ), building permits and occupancy certificates.
• Restitution and clawback risks under Laws 18/1991, 1/2000, 10/2001 and 247/2005 — particularly for properties with pre-1989 historical title.
• Environmental due diligence for industrial sites under GEO 195/2005 and GEO 68/2007 (industrial environmental liability).
• Tax: VAT on land (21% for buildable land; exempt for non-buildable land); 1% / 3% personal income tax on the seller for individuals; transfer tax (notary fee, registration fee at the Land Book).

Lease

Commercial leases are governed by the Civil Code (Art. 1777 et seq.). No upper limit on duration. Long-term leases (> 3 years) are registered with the Land Book to be opposable to third parties. Lease registration also gives the lessor a writ of execution upon non-payment.

Regulated sectors & authorisations

Banking, insurance, capital markets, energy, telecom, gambling, healthcare, pharma, aviation, defence — sector-specific authorisations

Beyond ONRC incorporation, a number of activities require sectoral authorisations. The following summarises the principal regulated sectors and competent authorities; a number of activities also fall within the FDI screening regime (Chapter 4).

Intellectual property & data protection

OSIM · ORDA · EUIPO/WIPO routes · GDPR + Law 190/2018 · ANSPDCP

Industrial property

• Trademarks — Law 84/1998. National route at OSIM; EU trade mark at EUIPO; international route under the Madrid System (WIPO). Average national registration: 6–12 months.
• Patents — Law 64/1991. National route at OSIM; European patent under the EPC; unitary patent since 2023. Examination typically 2–4 years.
• Industrial designs — Law 129/1992. National route at OSIM; EU registered design at EUIPO.
• Geographical indications — Law 84/1998, EU Reg. 1151/2012, Reg. 2024/1143.

Copyrights & related rights

Law 8/1996 on copyright and related rights. No registration formality (Berne Convention); the optional Romanian Copyright Office (ORDA) register provides evidentiary support. Collective management organisations (UCMR-ADA, UPFR, CREDIDAM, etc.) administer licences for certain categories.

Data protection

Direct application of EU GDPR (Reg. 2016/679), supplemented by Law 190/2018. National supervisory authority: ANSPDCP (the National Supervisory Authority for Personal Data Processing). Key practical items for investors:

• Maintain the Article 30 records of processing activities.
• Appoint a Data Protection Officer where required (Art. 37 GDPR).
• Conclude EU Standard Contractual Clauses (2021 set) for international transfers; transfer-impact assessments for non-adequate jurisdictions.
• Cookies and direct marketing: opt-in under Law 506/2004 (e-Privacy implementation).
• Whistleblowing channel under Law 361/2022 for entities with 50+ employees (transposing the EU Whistleblower Directive).

Cybersecurity (NIS2)

The NIS2 Directive was transposed into Romanian law in 2024–2025. Essential and important entities (energy, transport, banking, financial market, drinking water, healthcare, digital infrastructure, ICT services, public administration, space, postal services, manufacturers and chemicals, food, research, others) must implement risk-management measures, report incidents to the National Cyber Security Directorate (DNSC) within 24h / 72h / one month, and register with DNSC.

Investment incentives & state aid

HG 332/2014 · HG 807/2014 · R&D regime · Recovery & Resilience Plan · sectoral schemes — managed by ARICE, the Ministry of Finance and Ministry of Economy

Romania operates several layered incentive programmes, articulated around EU state-aid rules (Reg. 651/2014 — General Block Exemption Regulation; Recovery and Resilience Plan; sectoral notified schemes). The main vehicles relevant for foreign greenfield and brownfield investment:

Application process — common features

1. Eligibility check (sector, location, project size, beneficiary size).
2. Pre-application notification / non-binding consultation with the relevant authority (Ministry of Finance for HG 807/2014 and HG 332/2014; AM POR / AM POCIDIF for structural funds).
3. Submission of the application file, including business plan, eligibility evidence, environmental documentation and financial guarantees.
4. Notification of award; conclusion of the financing agreement.
5. Implementation, monitoring and reimbursement (or instalment payments) over the project life, typically 2–5 years.

Dispute resolution

Civil Procedure Code · CICA & CAB · mediation (L. 192/2006) · Brussels I bis & New York Convention

Courts

The four-tier court system handles civil and commercial matters: judecătorie (low-value) → tribunal (general commercial jurisdiction) → curte de apel → Înalta Curte de Casație și Justiție (ÎCCJ). Most commercial litigation at first instance is heard by the tribunal.

• Court fees: proportional to claim value (GEO 80/2013), capped for high-value claims.
• Indicative timeline: first-instance commercial judgment in 12–24 months; appeal 9–18 months; ÎCCJ second appeal 12–24 months.
• Interim measures: prejudgment attachment and freezing orders available under the Civil Procedure Code (Art. 951 et seq.).

Arbitration

• CICA — Court of International Commercial Arbitration of the Romanian Chamber of Commerce and Industry (Bucharest); modern rules updated in 2018.
• CAB — Court of Arbitration of the Bucharest Chamber of Commerce.
• Ad-hoc arbitration available, including under UNCITRAL Rules; institutional arbitration under ICC, VIAC, LCIA, SCC commonly chosen for cross-border contracts.
• Foreign awards: recognised and enforced under the New York Convention 1958 (in force in Romania since 1961).

Mediation & alternative dispute resolution

Law 192/2006 governs mediation. Parties may mediate at any stage. A mediation agreement may be confirmed by court order, becoming directly enforceable. Online dispute resolution and consumer ADR are available under Law 297/2015.

Enforcement

Domestic judgments and authentic deeds (notarial debt acknowledgments, registered long-term leases, sworn arbitral awards) are enforced through bailiffs (executori judecătorești). EU judgments are recognised without exequatur under Brussels I bis (Reg. 1215/2012). Insolvency-related enforcement is regulated by Law 85/2014 (see Chapter 12).

Exit & restructuring

Mergers & demergers (Law 31/1990, Title VI) · insolvency & restructuring (Law 85/2014) · voluntary dissolution & liquidation

Mergers & demergers

Domestic and cross-border (within the EU/EEA) mergers and demergers are governed by Title VI of Law 31/1990, as amended in 2023 to implement the Mobility Directive (EU 2019/2121). Key milestones: board approval of the project, ONRC filing and publication, creditor objection window (typically 30 days), shareholder approval, dissolution effect at registration.

Preventive restructuring (Law 85/2014, Title I bis)

Romania has adopted the EU Preventive Restructuring Directive (Directive 2019/1023). Tools include:

• Preventive arrangement (acord de restructurare) — debtor-led, court-confirmed plan with cross-class cram-down available under defined conditions.
• Preventive concordat (concordat preventiv) — light-touch judicial procedure conducted under the supervision of a restructuring administrator.

Insolvency (Law 85/2014)

• General insolvency procedure: opens with a court decision on the petition of the debtor or a qualifying creditor (claim ≥ 50,000 lei, overdue ≥ 60 days).
• Two paths: judicial reorganisation (continuation under a court-approved plan) or bankruptcy (liquidation).
• Group insolvency: coordinated procedures available for groups of companies.
• Special regimes: insurance undertakings (Law 503/2004), credit institutions (Law 312/2015), public-utility companies.

Voluntary dissolution & liquidation

Available where the company is solvent (Art. 227 et seq. Law 31/1990). The procedure can be expedited (simplified dissolution + voluntary liquidation, typically 6–9 months) if no creditor objections arise.

Quick-reference checklist

A high-level roadmap from decision-to-invest to operating company

Pre-incorporation

• Determine investment vehicle (subsidiary SRL/SA vs branch vs representative office).
• Run FDI screening assessment (GEO 46/2022 / Law 164/2023) — sensitive sector? €2m threshold?
• Sectoral authorisations identified and lead time confirmed (banking, energy, telecom, gambling, healthcare…).
• Tax structuring confirmed (CIT vs micro, VAT, dividends, transfer pricing, double-tax treaty position).
• Real-estate scoping: own or lease, urban or rural land, environmental due diligence.
• HR and immigration plan: EU vs non-EU staff, D/AM1 vs D/AM2 track.

Incorporation

• Name reservation at ONRC (portal.onrc.ro).
• Articles of association — corporate name, NACE/CAEN object, registered office, share capital, directors, term.
• Registered office secured; landlord's notarised consent if residential.
• Capital account opened; subscribed capital deposited.
• UBO declaration (Law 129/2019) prepared.
• ONRC file complete; one-working-day registrar decision; fiscal code issued automatically.
• VAT registration (Art. 316/317) where applicable.

Post-incorporation

• Operating bank account with full KYC.
• e-signature certificate and ANAF SPV account.
• Accounting service and payroll provider engaged; REVISAL set up.
• Sectoral authorisations applied for.
• GDPR documentation, Article 30 records, DPO (if applicable), whistleblowing channel (50+ employees).
• Trademark filed at OSIM (or via EUIPO/WIPO).
• State-aid and EU funds applications timed against project milestones.

Ongoing compliance — recurring obligations