Forming a Company in Romania as an Israeli: Setting Up an Operating SRL at the ONRC, Capital, CAEN Codes, Micro Regime, VAT and Bank

This guide deals with a Romanian company that runs a business: services, trade, software, import, contracting or any other activity that sells to customers. Anyone forming a company to hold a property or develop a real estate project will find the specific aspects of that in the guide to setting up an SRL to hold real estate, and an existing Israeli company deciding between a branch, a representative office and a subsidiary will find the comparison in the guide for an Israeli company doing business in Romania. The information is current as of November 2026.

1Can an Israeli form a company in Romania?

Yes. Romanian company law does not restrict foreign ownership of an SRL and does not require a Romanian director or a Romanian resident. The shareholder can be an Israeli individual or an Israeli company, and the director (administrator) can be Israeli. The common form for a small and medium business is the SRL, a limited liability company in which the shareholders' liability is limited to the capital they invested.

2Subsidiary, branch or representative office: what to open?

An Israeli individual opening a business in Romania forms a Romanian company, that is, an SRL. An existing Israeli company can also choose a branch (sucursală), which is not a separate entity, or a representative office (reprezentanță), which is limited to auxiliary and marketing activity and pays a fixed annual tax. The micro regime and limited liability are available only in a Romanian company.

3What are the steps to set up an SRL at the ONRC?

Formation is handled by the Trade Register office (ONRC) in the county where the registered office is located. Once the file is complete, a decision is usually issued within a few days, resulting in a registration certificate with the company's tax identification number (CUI) and a register extract.

1. Name reservation: check and reserve the company name in the Register. The reservation is valid for a limited time, so file the application shortly afterwards.
2. Registered office (sediu social): a document proving the right to use the address - a lease, a free-use agreement (comodat) or a title extract, and for an apartment in a condominium sometimes also the consent of the owners' association. A commercial registered-office service can be used.
3. CAEN codes: choose a main activity code and secondary codes under the CAEN Rev. 3 classification in force since 2025.
4. Articles of association (act constitutiv): the shareholders, the capital and its allocation, the director and their powers, the scope of activity and the share transfer rules. With a sole shareholder it is called a statut. In a partnership it is worth adding a separate shareholders' agreement.
5. Depositing the capital: at least 500 lei, deposited in a bank account in the name of the company in formation before the application is filed with the register. The bank's confirmation of the deposit is attached to the file.
6. Declarations: a declaration of compliance with the conditions for carrying on the activity, an annex for tax registration (choice of tax regime, VAT and financial year), the director's specimen signature and a beneficial owner declaration.
7. Filing: once approved, the company exists and can open a bank account, register for VAT as needed and hire employees.

4How much capital do you need to form a company in Romania?

At least 500 lei for a new company, under Law 239/2025, which amended the Companies Law. The capital is deposited before the registration application is filed, and proof of the deposit is attached to the file, so a bank account for the company in formation is opened already at this stage. A company whose net turnover in the previous year exceeded 400,000 lei must have capital of at least 5,000 lei and is required to increase its capital accordingly. The capital stays in the company and is used by it; it is not a fee.

5What is the beneficial owner declaration?

It is a declaration identifying the individual or individuals at the end of the ownership chain who own or control the company (beneficiar real), filed with the Trade Register at formation and updated on any change. When the shareholder is an Israeli company, you declare its controlling persons. The same ownership chain will be checked again by the bank, so it should be documented and consistent from day one.

6How do you choose CAEN codes, and why does it matter?

CAEN codes are the official classification of the activity, and they determine what the company may do according to its registration. Choosing too narrowly means amending the registration before every new activity. Forming the company itself does not require approval from any authority, even when the activity is regulated, such as construction or food. Certain codes take the company out of the micro regime, for example banking, insurance, capital markets and gambling. A new company registers directly under CAEN Rev. 3; existing companies must update their codes to the new classification, and the deadline for doing so was extended during 2026.

7What are the conditions for the micro regime in 2026?

A micro company pays 1% of revenue instead of 16% of profit. According to PwC (reviewed in September 2026), from January 1, 2026 the ceiling fell to EUR 100,000, compared with EUR 250,000 in 2025, and the 1% rate applies to all micro companies.

The regime pays off mainly for a business with high profit margins and low expenses, such as services. In a business with high expenses or a loss, a 1% tax on turnover may be more expensive than 16% on a low profit. That calculation, and the comparison with distributing dividends, are set out in the guide to corporate tax and transferring profits to Israel from Romania.

8When does a Romanian company need to register for VAT?

When annual turnover exceeds 395,000 lei, according to PwC, as of November 2026. Voluntary registration is possible from formation, and this is common when the customers are businesses or when the company imports and buys services from abroad. The standard rate is 21%, and a reduced rate of 11% applies to a closed list of goods and services. A registered taxpayer issues invoices through the e-Factura system and files periodic VAT returns. Even an unregistered company must report and pay VAT on certain services it buys from abroad.

9Can you form a company in Romania remotely?

Yes. The shareholders and the director give a notarial power of attorney to a lawyer or attorney-in-fact in Romania, who files the application on their behalf. Israel and Romania are both parties to the Hague Apostille Convention, so an Israeli document carries an apostille and is submitted with a certified Romanian translation.

On the wording of the power of attorney see Power of attorney for Romania, and on the apostille Apostille and documents for Romania. A foreign shareholder or director also needs a Romanian tax identification number; see Tax identification number in Romania.

10How do you open a bank account for the company?

The bank will ask for the registration documents, the articles of association, the beneficial owner details and the director's identification, and will check the source of funds and the planned activity. In practice many banks ask the director to attend a meeting, and when the shareholder is an Israeli company they will also ask for its documents with an apostille and translation. It is worth coordinating with the bank before formation, because an account is also needed to deposit the capital. Details in A bank account in Romania for a non-resident.

11What ongoing obligations does the company have after formation?

• Romanian accountant: bookkeeping, quarterly tax returns and connection to the reporting systems of the tax authority (ANAF).
• Annual financial statements: from 2026, a company that has not filed them within five months of the deadline may be declared inactive for tax purposes.
• e-Factura: business-to-business invoices are uploaded to the government system.
• Updating the registration: a change of director, address, shareholders or beneficial owner is reported to the Trade Register.
• Employment: employment contracts are recorded in the electronic employee register, and the employer withholds and remits tax and social contributions.

The full reporting calendar is in the guide for an Israeli company doing business in Romania, and on disputes with customers and suppliers in the guide to commercial disputes in Romania.

12What to check before you start, and how we accompany it

Before filing, decide who will hold the shares - an individual or an Israeli company - and who will actually manage the company, which CAEN codes are needed and whether the activity is regulated, whether the company will meet the micro regime conditions or pay 16%, whether to register for VAT from the start, and where the registered office will be. In our engagement we go through these questions with the client and their accountant in Israel, prepare in Israel the power of attorney, the resolutions and the documents for apostille and translation, and coordinate the registration, the account opening and ongoing reporting with a lawyer and accountant licensed in Romania. Meetings in Bucharest take place by prior arrangement.

More on doing business in Romania: An Israeli company doing business in Romania · Corporate tax and transferring profits to Israel · An SRL to hold real estate · Comparison between countries · All guides for companies and businesses

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