Setting Up an SRL in Romania to Hold Real Estate: Steps, Costs, Director, Bookkeeping and Taxation

1Why hold real estate in Romania through an SRL?

An SRL (societate cu răspundere limitată) is the Romanian equivalent of a private limited liability company, and it is the customary structure for real estate development, an income-producing property portfolio and partnerships among several investors. The main advantage is the legal separation between the activity and the shareholders, and the ability to bring partners in and out through a transfer of shares instead of re-registering every property.

However, a company is not the right choice for every investor. For a single investment apartment, personal ownership is usually simpler and cheaper. An SRL is worth considering mainly when:

• You are planning a development, construction or improvement-and-sale project for units - an activity that would in any case usually be classified as a business.
• You hold several income-producing properties, or are planning a sizeable tourist rental.
• There are several partners, or you plan to raise investors later.
• You want to plan an exit through a sale of the company rather than through a sale of each property separately.

2What are the steps for setting up an SRL in Romania?

Setting up is done at the National Trade Register (ONRC), and when the documents are ready it usually takes from a few days to a few weeks. Filing can be done online with a qualified electronic signature or through an attorney-in-fact, so there is usually no need to come to Romania at this stage.

1. Reserving a name: checking and reserving the company's name at ONRC (several alternatives can be proposed).
2. Articles of association (act constitutiv): sets out the shareholders, the division of capital, the director and their powers, the field of activity (CAEN codes, for example real estate rental and development) and the rules for transferring shares. In a partnership among several investors, it is recommended to add a separate shareholders' agreement.
3. Registered office: a document proving the right to use the registered office address must be presented (a lease or loan agreement, and sometimes additional consents). Without this document the application will not be approved.
4. Declarations: declarations by the shareholders and the director, including a declaration of the ultimate beneficial owner (beneficiar real).
5. Translation and certification: foreign documents - a passport, and for a shareholder that is an Israeli company also a certificate of incorporation and a company extract - are required in a certified translation into Romanian, and where necessary with an apostille.
6. Depositing the capital: at least 500 lei for a new company.
7. Filing and registration: upon approval, a registration certificate and the company's tax identification number (CUI) are received.
8. After registration: opening a bank account, VAT registration where needed, appointing a local accountant and connecting to ANAF's computerized reporting systems.

3How much minimum capital is needed and what changed in Law 239/2025?

Law 239/2025, published on 15 December 2025, amended the Companies Law. As of October 2026, the minimum capital for a new SRL is 500 lei, and for a company whose net turnover in the previous year exceeded 400,000 lei - 5,000 lei. A company that crossed the threshold must increase its capital by the end of the following financial year, and the capital does not decrease by itself if turnover falls.

Companies that were registered before the law entered into force were given two years to adjust their capital, with a 50% discount on the publication fee in the Official Gazette for those who complete the increase by 31 December 2026. A company that does not meet the requirement may be dissolved by court order.

4Who can be a director, and is a Romanian director needed?

The director (administrator) may be an Israeli citizen who is not a Romanian resident, and there is no legal requirement for a local director. However, being a shareholder or director does not confer a right of residence or work in Romania.

The choice of director also has a tax aspect in Israel: if the Romanian company is managed and controlled in practice from Israel, a claim may arise that it is an Israeli resident for tax purposes. In many cases it is recommended to include a local director, or at least to document that material decisions are made and carried out in Romania. This is a question to be planned with an Israeli tax adviser before setting up.

5How are bookkeeping and ongoing reporting handled?

Every SRL is required to keep double-entry bookkeeping, to make periodic filings with ANAF and to submit annual financial statements. In practice, this requires a local accountant (contabil or expert contabil) from day one.

• Annual financial statements: under Law 239/2025, from 2026 a company that has not filed annual statements within 5 months of the statutory date will be declared inactive (inactivă) for tax purposes, with consequences such as denial of VAT deduction, and later even dissolution.
• Electronic invoices: Romania operates a mandatory electronic invoicing system (e-Factura) - make sure the accountant is connected to it.
• VAT: the sale of a new building is a transaction subject to VAT (standard rate 21%), and between registered taxable persons a reverse-charge mechanism sometimes applies. For a developer, VAT registration is usually necessary.
• Transfer of shares: since Law 239/2025, a transfer of shares by a controlling shareholder must be reported to the tax authority within 15 days, and the trade register checks a certificate of no tax debts before registering the transfer.

6How is an SRL holding real estate taxed: micro-enterprise or corporate tax?

There are two main tax regimes. As of October 2026, a company that meets the conditions of the micro-enterprise regime pays 1% of income; a company that does not meet them pays corporate tax of 16% on profit.

A point worth noting: the sale of a single property can by itself push the company above the 100,000 euro ceiling, so in most development projects the company will in practice be under corporate tax. On the other hand, under corporate tax, financing expenses, depreciation and development costs can be deducted - which may be an advantage in a leveraged project. Companies have no transfer tax on the sale of a property; the gain is included in taxable profit.

7How do you take money out of the company to Israel?

The main way is a dividend. As of October 2026, the withholding tax on a dividend in Romania is 16%, and for a shareholder resident in Israel the treaty limits the tax to 15% on presenting an Israeli tax residency certificate to the paying company. In Israel the dividend is taxed as income from a foreign company, with a credit for the Romanian tax.

Law 239/2025 also added restrictions on the distribution of dividends: no dividend may be distributed before accumulated losses are covered, and none may be distributed when equity is lower than half of the registered capital until it is restored. In a quarterly distribution, loans to shareholders are prohibited until the annual settlement.

8What must be reported in Israel about a Romanian company?

• Form 150: a person who holds rights in a foreign-resident body of persons attaches to the annual return a declaration of the holding.
• Related-party transactions: a shareholder loan from Israel to the Romanian company is a transaction with a related party abroad, and requires reporting (Form 1385, and for loans also Form 1485) and pricing at arm's length.
• Fund transfers: an individual who transferred NIS 500,000 or more abroad within 12 months is required to file an annual return.
• Controlled foreign company: for passive income such as rent, controlled foreign company rules may apply and a deemed dividend may be imposed - check with the tax adviser.

9What to do before setting up and how we accompany you

Setting up an SRL is a relatively simple technical procedure; the important decisions are those made before it - who the shareholders are, how the project is financed, who manages and from where, and what the exit will look like. We set up and accompany companies in Romania for Israeli investors and developers, draft articles of association and shareholders' agreements, coordinate with a Romanian accountant and with the tax adviser in Israel, and build a financing structure that meets the new rules.

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The information in this guide is general in nature and does not constitute legal or tax advice on any specific transaction. Every transaction is assessed on its own facts.