Several types of companies may be used as corporate vehicles in Romania. Joint stock companies (societate pe actiuni or SA) and limited liability companies (societate cu raspundere limitata or SRL) are the most commonly used given their flexible incorporation procedure and limitation of the shareholders' liability.

Limited liability company (LLC)

• Up to 50 shareholders; may be also incorporated by a sole shareholder
• Personal liability of shareholders is limited to their contribution to the share capital; however, in certain situations, their liability may be extended (eg, piercing the corporate veil)

• An LLC is registered by default by the Trade Registry as micro enterprise and will automatically switch to the corporate income tax regime (ie, taxing the profits) after the level of taxable revenues reaches the threshold of EUR100,000.

• An LLC may opt to apply the corporate income tax regime since incorporation provided that it fulfills certain conditions in terms of value of share capital and number of employees.
• A fiscal registration number is allocated by the Trade Registry at the moment LLC is incorporated; other types of fiscal registrations (eg, for VAT purposes, social security contributions) should be considered depending on the economic activity to be performed
• The fiscal year is generally the calendar year with the possibility to change it with another period, but only if the LLC is subject to the corporate income tax regime
• Typical charter documents include:
  • Articles of association

  • Resolutions of the competent corporate body (eg, general meeting of shareholders / board of directors) of each founder legal entity approving the incorporation of the LLC

  • Shareholders' register

• Only 1 class of shares is allowed

Joint stock company (JSC)

• Minimum share capital of RON90,000
• Minimum nominal value per share of RON0.1

Limited liability company (LLC)

• Minimum share capital
  • RON500 for newly incorporated LLCs;
  • for existing LLCs, if the company reports a net turnover exceeding RON400,000 in its annual financial statements for the previous financial year, the minimum share capital should be increased to RON5,000;
  • LLCs that exceed the RON400,000 turnover threshold must increase their share capital by the end of the financial year following the year in which the turnover increase was ascertained;
  • LLCs already registered with the Trade Registry that already exceed the aforementioned turnover threshold must increase their share capital to RON5,000 within 2 years as of December 18, 2025.
• Minimum nominal value per share – no minimum value

Shareholders of a JSC or an LLC are generally not liable for the debts of the company; their liability is limited to their contribution to the share capital of the company; however, in certain situations, their liability may be extended (eg, piercing the corporate veil).

• The micro-companies tax: JSCs and LLCs have the option to pay a micro-companies tax of 1 percent (subject to meeting specific criteria, including the obligation to have at least 1 employee, register a level of turnover below EUR 100,000 and no shareholder owning at least 25 percent of the shares in more than one company subject to the micro-companies tax). If the annual turnover exceeds EUR 100,000, starting with the quarter in which this threshold is exceeded, JSCs and LLCs are subject to 16 percent profit tax, applied on the fiscal result determined starting from the accounting profits adjusted with fiscal items.
• Profit tax: the default tax regime for local entities. Under this regime, JSCs and LLCs are subject to 16 percent profit tax, applied on the fiscal result determined starting from the accounting profits adjusted with fiscal items (non-taxable income and/or non-deductible expenses, as the case may be). Companies activating in certain industries are subject to a specific tax on turnover, in addition to the corporate income tax, under specific rules.
• Value added tax (VAT): the standard VAT rate in Romania is currently 21 percent. The reduced VAT rate is of 11 percent (eg, for medicines, food and beverages - except alcohol, food supplements, and added-sugar products with levels above 10g/100g – accommodation, restaurant and catering services, school manuals, books). Registration for VAT purposes is required if the turnover resulting from the economic activity exceeds the threshold of RON395,000 in a calendar year.
• Local tax: due by companies for assets in their patrimony (ie, for buildings, land, and vehicles owned) or taxes on publicity and advertising and outdoor advertising.
• Withholding tax (WHT): WHT is due on cross-border payment of dividends, interest, royalties, commissions, and services. As per the domestic tax legislation, income derived by non-residents from Romania is, as a general rule, subject to 16-percent WHT in Romania. However, such rates can be reduced (even to nil) under the provisions of the EU Directives or double tax treaties entered into by Romania with different countries.
• Salary and mandatory social security charges: the existence of employees at the level of the JSC and LLC triggers the obligation to pay salary tax and mandatory social security contributions. A flat income tax rate of 10 percent applies to the income obtained by employees. Moreover, both the employer and the employee are required to contribute to the social security system (ie, 35 percent cumulated contribution to pension and health funds due by employees working in normal conditions and labor insurance contribution of 2.25 percent due by the employer).
• Customs duties: applicable if JSC or LLC performs imports of goods from outside the EU to Romania (certain exemptions may apply though).

Certain documents, such as articles of association, incorporation resolution, statements of shareholder(s) and director(s), must be submitted with the competent Trade Registry.

JSCs and LLCs are widely used, as opposed to other types of companies.

JSCs and LLCs are required to hold annual meetings of shareholders to vote on the approval of annual financial statements. Other meetings of shareholders are held when required by law or the articles of association of the JSC / LLC or as deemed necessary by the directors. In the case of a JSC, general meeting of shareholders can either be ordinary or extraordinary depending on the matter on the agenda.

Joint stock company (JSC)

The board of directors or supervisory board is required to meet every 3 months.

Limited liability company (LLC)

Not specified by law. Directors are not required by law to form a board of directors.

The following tax returns are to be submitted both by JSC and LLC:

• If the company is subject to corporate income tax regime : (i) Quarterly profit tax returns (ie, for the quarters I, II and III) by the 25th of the first month following the quarter for which the profit tax liability is computed and (ii) annual profit tax return no later than March 25 of the year following the one for which the profits tax is computed if the company is liable for profit tax, provided that the fiscal year coincides with the calendar year.  

• If the company is subject to micro-enterprise tax regime:  quarterly micro-company returns by the 25th of the first month following the quarter for which the micro-company liability is computed.

• VAT returns (ie, form 300, EC-Sales and Acquisitions List – form 390, Local acquisition/supply of goods/services statement – form 394): By the 25th day of the month following the end of the fiscal period, with the exception of the VAT returns for November, which are due by December 21st. 

• Intrastate statements: On a monthly basis for intra-community movements of goods, starting with the month in which the aggregate value of goods acquired/sold from/to other EU member states reaches the thresholds provided by the Romanian legislation (RON 1 million for both acquisitions and supplies).

• Payroll statements: On a monthly basis, no later than 25th of the month following the one to which the liabilities are computed. Tax returns for salary tax and related social security contributions (form 112) should be submitted by electronic means.

• Financial statements: Annual and final financial statements no later than 31st of May of the financial year  following the reporting financial year; on a bi-annual basis (if specific conditions are fulfilled) and on a quarterly basis (if and when interim distribution of dividends is performed during the year).

• SAF-T (Standard Audit for Tax) statements: monthly or quarterly submission of the general SAF-T file (depending on the taxpayer's VAT reporting frequency), due by the last calendar day of the month following the reporting period; annual submission of the SAF-T Assets module together with the annual financial statements; and inventory (Stocks) module submitted only upon request, with a minimum 30-day deadline for responding to the tax authority.

• Other tax statements (eg, for local taxes, environmental fund contributions), depending on the specificity of the activity performed by the JSC and LLC.

 Joint stock company (JSC) 

Initial registration is required, as well as annual filings. All resolutions of the general meetings of shareholders are required to be filed with the Trade Registry.

Limited liability company (LLC)

Initial registration is required, as well as annual filings. Only certain resolutions of the general meetings of shareholders are required to be filed with the Trade Registry.

Joint stock company (JSC) 

No need to change as business expands. However, secondary offices may need to be opened.

Limited liability company (LLC)

No need to change as business expands. However, secondary offices may need to be opened. If the number of shareholders becomes higher than 50, the LLC must convert to a JSC. Moreover, irrespective of which type of company we refer to, any business expansion which refers to the establishment of a new business unit, the increase of the production capacity of an existing business unit or the diversification of the production of an existing business unit may amount to a “new investment,” as such is defined in the FDI legislation and, if the relevant criteria are met, may require prior authorization from the Commission for the Assessment of Foreign Direct Investments. Certain exemptions for EU companies are applicable subject to a case-by-case analysis.

File dissolution documents with the appropriate Trade Registry.

The annual financial statements of the company must be approved by the general meeting of shareholders.

Joint stock company (JSC) 

Directors and members of the supervisory board may be either legal entities or individuals. Managers and members of the executive board must be individuals.

Limited liability company (LLC)

Directors may be either legal entities or individuals.

Not applicable for this jurisdiction.

Not applicable for this jurisdiction.

The company must have registered headquarters. Relevant documents attesting the right to use the headquarters are required to be submitted with the Trade Registry.

Not applicable for this jurisdiction.

Not applicable for this jurisdiction.

In certain circumstances, company can use a third-party service provider for headquarters.

Not applicable for this jurisdiction.

Not applicable for this jurisdiction. Nevertheless, please note that the FDI authorization for the establishment of a new company in Romania, as well as for the investments in existing companies which allow the investor to effectively participate in the management or control of such companies, is required if the legal criteria (regarding the field of activity of the investment and the amount of the investment) are fulfilled.

Nominee shareholders or directors are not used.

Shareholders: The general meeting of shareholders has the competence to decide on a wide range of matters provided by law and / or by the articles of association. For example, it approves the annual financial statements, the annual budget, appoints the directors and the members of the supervisory board, approves changes to the articles of association or the dissolution of the company. Some of its competences may be delegated to the board of directors / executive board.

Directors: Directors' authority (eg, to manage the company, to represent the company towards third parties, to draft the annual report accompanying the annual/quarterly financial statements of the company and business plan) are designed in a broad manner in order to allow for a flexible management of the company. All such competences must be exercised within the limits set forth by the applicable legislation, the articles of association and the shareholders' resolutions.

Joint stock company (JSC)

Identities of shareholders and directors are publicly disclosed at the Trade Registry. Since there is no obligation for documents regarding transfer of shares to be submitted with the Trade Registry, the information available at the Trade Registry may not be entirely accurate with regards to the company's shareholding structure.

Limited liability company (LLC)

Identities of shareholders and directors are publicly disclosed at the Trade Registry.

Joint stock company (JSC)

Shareholders:

• Minimum 2; no maximum limit

Directors:

• If the company is managed in 1-tier system: minimum 1 (or minimum 3, if the annual financial statements of the JSC are mandatorily subject to statutory audit); no maximum limit, but it should always be an odd number
• If the company is managed in 2-tier system:
  • Executive board: minimum 1 (or minimum 3, if the annual financial statements of the JSC are mandatorily subject to statutory audit); no maximum limit, but it should always be an odd number
  • Supervisory board: minimum 3; maximum 11

Limited liability company (LLC)

Shareholders:

• Minimum 1; maximum 50

Directors:

• Minimum 1; no maximum limit

Joint stock company (JSC)

• Minimum 2

Limited liability company (LLC)

• Minimum 1

Joint stock company (JSC)

Members of the board of directors/supervisory board may be revoked by the general meeting of shareholders; managers may be revoked by the board of directors; members of the executive board may be revoked by the supervisory board.

Limited liability company (LLC)

Directors may be revoked by the general meeting of shareholders.

Joint stock company (JSC)

At least 3 censors and an alternate (odd number required).

If the JSC is mandatorily required by law to have its annual financial statements audited (upon the fulfillment of certain conditions or if the JSC is managed under the 2-tier system), the appointment of financial auditors becomes mandatory.

If the JSC has its annual financial statements audited (either as required by law or as opted for by its general meeting of shareholders), the JSC may decide not to appoint censors, but shall organize an internal audit. 

Limited liability company (LLC)

Appointment of 1 or more censors is mandatory if the LLC has more than 15 shareholders.

If the LLC is mandatorily required by law to have its annual financial statements audited (upon the fulfillment of certain conditions), the appointment of financial auditors becomes mandatory.

If the LLC has its annual financial statements audited (either as required by law or as opted for by its general meeting of shareholders), the LLC may decide not to appoint censors, but shall organize an internal audit.

Joint stock company (JSC)

Board of directors/supervisory board shall meet every 3 months.

Limited liability company (LLC)

Directors are not required by law to form a board of directors.

Joint stock company (JSC)

Quorum requirements for shareholders' meeting

• Ordinary general meeting of shareholders
  • At least 1/4 of the total number of voting rights, at the 1st convening. Higher quorum requirements may be introduced in the articles of association.
  • No minimum quorum requirements, at 2nd convening. No minimum quorum requirements may be introduced either in the articles of association.
• Extraordinary general meeting of shareholders
  • At least 1/4 of the total number of voting rights, at 1st convening
  • At least 1/5 of the total number of the voting rights, at 2nd convening

Voting requirements for shareholders' meeting

• Ordinary general meeting of shareholders
  • Majority of the expressed votes, at the first convening. Higher majority requirements may be introduced in the articles of association.
  • Majority of the expressed votes, at the second convening. Higher majority requirements may not be introduced in the articles of association.
• Extraordinary general meeting of shareholders
• • • • Majority of votes of the present/represented shareholders, at both 1st and 2nd convening
      • Certain decisions require a higher voting threshold (eg, at least 2/3 of the voting rights held by the present/ represented shareholders in case of change of the main business object or legal form or the increase/decrease of the share capital, merger, spin-off or dissolution).
      • Higher majority requirements may be introduced in the articles of association.

Quorum requirements for the board of directors / executive board / supervisory board meeting

• At least 1/2 of the total number of members, unless the articles of association provide for a higher number

Voting requirements for the board of directors / executive board / supervisory board meeting

• Majority of the present members, except for decisions regarding the appointment or the revocation of the president of such bodies for which the majority of the total members is required.

All Romanian legal entities must have a bank account opened with a bank in Romania or an account opened with a State Treasury unit. Newly incorporated legal entities must open their bank accounts within 60 business days as of the date of incorporation. 

Joint stock company (JSC)

A JSC managed in the 2-tier system is under the obligation of financial audit. Subject to meeting certain thresholds, financial audit may become mandatory to a JSC managed in the 1-tier system.

Limited liability company (LLC)

Subject to meeting certain thresholds, financial audit may become mandatory.

Joint stock company (JSC)

• Minimum nominal value per share amounts to RON0.1

Limited liability company (LLC)

• Minimum nominal value per share – no minimum value

The share capital may be increased by issue of new shares or increase of the share's nominal value. New shares may be issued in exchange for contribution in cash or in kind by incorporating the company's reserves (if possible) or by offsetting certain receivables.

Depending on the sector of the company activities, specific requirements may apply.

Limited liability company (LLC)

Shares may be transferred to third parties subject to approval by the shareholders representing at least 3/4 of the share capital, unless the articles of association provide otherwise.

The transfer of the shares held by a controlling shareholder in an LLC (i.e. a shareholder holding the majority of voting rights either in the general meeting of shareholders or in the board of directors) will become enforceable against the central tax authority under the following conditions:

• Notification obligation: within 15 days from the date of the transfer, the transferor, transferee, or the LLC must notify the central tax authority (i) the instrument for the transfer of shares and (ii) the updated articles of association, reflecting the identification details of the new shareholder(s);
• Guarantees in case of fiscal liabilities: if the LLC has outstanding tax liabilities or other budgetary claims recorded in enforceable titles (as issued under the applicable legislation and registered with the central tax authority for recovery), either the LLC or the transferee must provide guarantees covering the value of the outstanding obligations included in the tax attestation certificate issued to the transferor or, as applicable, to the transferee (e.g., deposit of funds with a State Treasury unit, letter of guarantee issued by a credit institution or insurance guarantee policy issued by an insurance company);
• Tax authority’s agreement: upon registration of the transfer with the Trade Registry, if such fiscal obligations exist as per the above, proof of the central tax authority’s agreement on the established guarantees must be submitted.

The above conditions are verified upon registration of the transfer with the Trade Registry. For this purpose, the National Trade Registry Office will automatically request a tax attestation certificate from the National Agency for Fiscal Administration to verify compliance.

The guarantees established in accordance with the above provisions shall be released by the central tax authority once the payment obligations in the tax attestation certificate are settled. If such obligations are not settled within 60 days from the date of registration of the share transfer with the Trade Registry, the central tax authority may enforce the respective guarantees.

The procedure for implementing the above provisions, as well as the collaboration framework between the National Agency for Fiscal Administration and the National Trade Registry Office, will be approved by joint order of the President of the National Agency for Fiscal Administration and the Minister of Justice. Thus, further procedural details are expected once the implementing rules are adopted.

Name reservation is required. A request is filed at the Trade Register to check the availability of the desired name.

It is prohibited to include attributes such as "national," "Romanian" or "institute" or derivatives thereof and/or words specific to central or local public authorities and institutions within the corporate name if likely to create confusion with the name of a central or local public authority or institution.

Depending on the sector of the company activities, specific requirements may apply.

Joint stock company (JSC)

Amendment of the articles of association is subject to approval by the extraordinary shareholders' meeting.

Limited liability company (LLC)

Amendment of the articles of association is subject to approval by the shareholders' meeting.

Various permits may be required depending on the specificities of activities to be performed by the company.

Not frequently used in practice. Same rules apply to transfer of shares.