Company formation · Romania
Company formation in Romania, with the right Romanian lawyer
Romania is a civil-law country where written codes, notary deeds and registration decide how far your plans can go. Whether you are opening a first company, moving a business across the border or holding Romanian assets through a local legal person, the order of the steps matters. We match you free with a Romanian lawyer who handles the parts you need.
- Company law, tax registration and premises in one plan
- Lawyers admitted to a Romanian Bar and used to cross-border clients
- Free matching, no obligation to instruct
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Why this page exists
A civil-law system where paperwork has long consequences
Setting up a business in Romania means dealing with a civil-law system built on written codes rather than on binding judicial precedent, so what you prepare at the start tends to shape what happens later. Company law sits in the Companies Law No 31/1990, taxation in the Fiscal Code No 227/2015, and dealings in land in the Civil Code and in the Land Book. Whether you are a Romanian resident opening a first company, an EU citizen moving a business across a border, or a non-EU investor who needs a Romanian legal person to hold assets, the sequence of decisions is similar. This page explains how company formation in Romania works in practice, and how our free matching service puts you in touch with a Romanian lawyer who handles the steps your situation actually involves.
Romania in practice
How company formation in Romania is actually regulated
Romanian business law is written, codified and heavily formalistic: registration, notarial form and Land Book entries are not administrative niceties but the point at which rights arise. Below are the verified features of the system that most often shape a first company or an expansion into Romania.
Company law inside a civil-law framework
Romania follows the continental civil-law model, so your rights and obligations come from written codes rather than from earlier rulings. Companies are governed by the Companies Law No 31/1990, alongside the Civil Code (Law No 287/2009) and the Fiscal Code (Law No 227/2015). Court decisions generally are not a source of law, although Constitutional Court rulings bind everyone and certain High Court of Cassation and Justice decisions must be followed by the lower courts.
Tax registration and the figures behind your plan
Corporate income tax in Romania is 16%, while individuals pay a flat personal income tax of 10% under the Fiscal Code. Payments such as dividends, interest and royalties may attract withholding at source. A non-resident with Romanian-source income should obtain a Romanian tax registration number (NIF) from ANAF, and any double-taxation convention that applies to your country of residence is worth checking before the structure is fixed.
Who may act for you before the Romanian courts
Practising law in Romania requires membership of a Romanian Bar (barou), and all bars are united in the National Association of Romanian Bars (UNBR). Under Law No 51/1995, admission is by national examination followed by a compulsory traineeship as an avocat stagiar. Only lawyers registered with a Romanian Bar may act before the Romanian courts, and representation by a qualified lawyer is compulsory before the courts of appeal and the High Court of Cassation and Justice.
Premises, land and the mandatory notarial deed
Agreements that transfer or create real rights to be entered in the Land Book must be concluded in authentic notarial form under Article 1244 of the Civil Code, on pain of absolute nullity. Registration in the Land Book is, as a rule, constitutive — the right is acquired only upon registration. A Romanian notary public is therefore central whenever your company buys premises or takes on property-related obligations.
Shareholders from outside the EU and Romanian land
EU and EEA citizens may acquire land in Romania on the same terms as Romanian nationals. Citizens of third states and stateless persons may acquire land only under international treaties and reciprocity, which is why many non-EU purchasers hold Romanian land through a Romanian company — a Romanian legal person regardless of who its shareholders are. Buildings may be owned by any foreigner without nationality restrictions.
Court fees and the real cost of a dispute
Court actions carry a judicial stamp fee (taxă judiciară de timbru) under Government Emergency Ordinance No 80/2013, set on a degressive sliding scale and payable in advance for both first instance and appeal. Lawyers’ fees are freely negotiated between lawyer and client. The losing party may be ordered to pay the winner’s costs, and public legal aid under GEO No 51/2008 exists below an income threshold.
Key time limit — Commercial & Corporate Law
General limitation period for debt and contractual claims — 3 years. Most commercial debts fall here, so unpaid invoices and supply contracts should be reviewed early.
All country data on this page comes from official sources — the European e-Justice portal, the Romanian legislation portal (legislatie.just.ro) and ANAF — reviewed in 2025.
- European e-Justice — National justice systems: Romania
- Law No 51/1995 on the organisation and exercise of the legal profession (Romanian legislation portal)
- Civil Code of Romania (Law No 287/2009) — real rights, Land Book, limitation periods
- Law No 312/2005 on the acquisition of private ownership over land by foreigners
- Government Emergency Ordinance No 80/2013 on judicial stamp fees; GEO No 51/2008 on legal aid
- Fiscal Code (Law No 227/2015) and implementing rules — ANAF
Where clients get stuck
The three questions that stall most Romanian projects
None of them is unusual. All of them are easier to answer with someone who works in the system every week.
Choosing the right vehicle
A Romanian company, a branch, or a structure held through a local legal person for land purposes — the choice affects tax, ownership and what you can do with the assets later. Three quick paragraphs from a lawyer usually settle it.
Notarial form and registration
Property and real rights must be documented in authentic notarial form and entered in the Land Book before the right exists. Clients who sign first and formalise later often have to start again. A lawyer reads the documents before you commit.
Tax and cross-border exposure
Withholding on dividends, interest and royalties, a flat 10% personal income tax and double-taxation treaties, the structure you register can quietly determine your net return for years. Better checked before registration than after.
How we help
What matching with a Romanian lawyer gives you
We are not a law firm and we do not give advice. We connect you, free of charge, with lawyers who do.
Practitioners, not directories
Every lawyer we match is admitted to a Romanian Bar and used to working with clients who are not resident in Romania. You see who they are and what they handle before anything is agreed.
One conversation, clear scope
The first exchange is about your situation: shareholders, activity, premises, staff. You leave it knowing which steps are legally required in Romania and which are optional, without jargon.
Fees agreed in advance
Lawyers’ fees in Romania are freely negotiated, so there is no official tariff to hide behind. You receive the basis of the fee before instructing, and you decide whether to proceed.
Support beyond registration
Formation is rarely the end. Contracts, employment, tax registration with ANAF and property entries often follow, and the same lawyer can usually continue with those if you want.
Cross-border reach
Clients come to us from across Europe
Most of the matters we route to Romanian lawyers involve a second country — a shareholder, a supplier, a property or a family. These are the jurisdictions clients most often arrive from.
Questions clients ask
Company formation in Romania: frequent questions
What does company formation in Romania involve from a legal point of view?
It is a sequence of decisions rather than a single form: which legal form and shareholders, how the company will be taxed under the Fiscal Code, whether it needs a Romanian tax registration number, and what documentation the activity requires. A Romanian lawyer maps those steps to your actual business before you commit.
Do I have to instruct a Romanian lawyer to set up a company?
Not necessarily for every administrative step, but anything reaching the courts does require it. Only lawyers registered with a Romanian Bar may act before the Romanian courts, and representation by a qualified lawyer is compulsory before the courts of appeal and the High Court of Cassation and Justice. Getting advice early usually costs less than correcting later.
As a non-EU investor, can my Romanian company hold land?
EU and EEA citizens may acquire land on the same terms as Romanian nationals. Citizens of third states and stateless persons may acquire land only under international treaties and reciprocity, which is why many non-EU purchasers hold Romanian land through a Romanian company — a Romanian legal person whoever its shareholders are. Buildings can be owned by any foreigner.
Which taxes should I plan for before registering?
Corporate income tax is 16% and individuals pay a flat 10% personal income tax under the Fiscal Code. Dividends, interest and royalties may be subject to withholding at source, and Romania has a broad network of double-taxation treaties. A non-resident with Romanian-source income should obtain a Romanian tax registration number (NIF) from ANAF.
What happens if the company buys or rents premises?
Conventions transferring or creating real rights to be entered in the Land Book must be concluded in authentic notarial form under Article 1244 of the Civil Code, on pain of absolute nullity. Registration in the Land Book is, as a rule, constitutive, so the right exists only once registered. A Romanian notary public oversees the deed.
If a commercial dispute arises later, how long do we have?
The general limitation period for debt and contractual claims is three years, and actions concerning real property rights are subject to ten years. Court actions attract a judicial stamp fee under GEO No 80/2013, payable in advance, and the losing party may be ordered to pay the winner’s costs. A lawyer assesses the timetable before proceedings are issued.
Next step
Tell us what you are setting up in Romania
Describe your project in a few lines — shareholders, activity, premises and timing. We will match you free of charge with a Romanian lawyer whose practice covers exactly that, and you decide afterwards whether to instruct.