Doing business in Romania: A practical legal guide for foreign investors (2026)

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Doing business in Romania: A practical legal guide for foreign investors (2026)
  1. BUSINESS OPPORTUNITIES IN ROMANIA

Romania offers foreign investors a combination of economic opportunities and direct access to the European market. It has been an EU Member State since 2007, a NATO member since 2004 and a full member of the Schengen area since 1 January 2025.

Businesses established in Romania benefit from access to the EU single market of approximately 450 million consumers, while Romania continues to offer comparatively competitive labour costs within the European Union. The standard corporate income tax rate is 16%, although special tax regimes and minimum-tax rules may apply depending on the company’s size and activities.

  1. ROMANIA: A REGIONAL PLATFORM FOR RECONSTRUCTION AND DIGITAL GROWTH

Beyond its domestic market, Romania offers international investors a potential regional platform connecting the European Union with Ukraine, Moldova, the Black Sea and Southeastern Europe. Its geographical position, the Port of Constanța, the Danube, and its road and rail corridors can support the movement of equipment, materials and goods towards Ukraine. As an EU Member State, Romania can also host regional headquarters, treasury operations, logistics centres and production facilities within a comparatively stable legal and financial framework.

Ukraine’s reconstruction represents a major long-term demand driver. The latest joint assessment by the World Bank, the European Commission, the United Nations and the Government of Ukraine estimates recovery and reconstruction requirements at approximately USD 588 billion over the next decade, with transport, energy and housing accounting for almost half of the total. Romania is therefore well positioned to become a base for companies supplying construction materials, prefabricated structures, electrical equipment, machinery, logistics, engineering, healthcare products and professional services. Production capacity established in Romania could initially serve the domestic and wider EU markets while progressively addressing Ukrainian demand, reducing the investor’s dependence on a single country or project.

A second, complementary opportunity is the development of Romania’s digital infrastructure. Installed data-centre capacity remained below 100 MW in 2025, but announced projects—including plans for a large-scale AI data-centre region in southwestern Romania and the proposed Black Sea AI Gigafactory—indicate substantially greater ambitions. These capital-intensive developments create demand extending well beyond the technology sector: new power-generation capacity, transmission and distribution upgrades, renewable-energy projects, long-term power-purchase agreements, battery storage, cooling systems, fibre-optic networks, industrial construction and specialised equipment. They may also accelerate investment in nuclear, natural-gas and renewable generation required to provide reliable baseload and low-carbon electricity.

From a corporate-finance perspective, investors may combine a Romanian holding or operating platform with acquisitions, joint ventures or greenfield facilities and ring-fenced Ukrainian project companies. The capital structure may include sponsor equity, shareholder loans, local or international bank financing, EU and Romanian state-aid instruments, institutional financing and political or war-risk guarantees. Romania cannot eliminate the risks associated with investing in Ukraine, but it can provide a controlled EU base from which capital can be deployed progressively, exposures separated, and projects financed and insured according to their respective risk profiles.

  1. STARTING IN ROMANIA: COMPANY FORMATION

Setting up a company

The most commonly used corporate vehicle for foreign investors entering the Romanian market is the limited liability company, or SRL (in Romanian, “Societate cu Răspundere Limitată”). The SRL offers a flexible management structure and a relatively straightforward incorporation process.

Romanian company law does not generally require shareholders or directors to be Romanian residents. A SRL may be wholly owned by a foreign individual or legal entity, and its management may be entrusted to one or more non-resident directors. However, the appointment of a foreign director does not, in itself, grant that person the right to reside or work in Romania.

An SRL may have between one and 50 shareholders, who may be individuals or legal entities.

Share capital

The minimum share capital for a newly incorporated SRL is RON 500. For an SRL whose net turnover in the preceding financial year exceeds RON 400,000, the minimum share capital is RON 5,000.

Existing companies subject to the RON 5,000 requirement must comply within the statutory transition period. Where the turnover threshold is exceeded subsequently, the capital must be increased by the end of the following financial year.

For larger investments or structures intended to accommodate a wider shareholder base, investors may consider a joint-stock company, or SA (Societate pe Acțiuni).

Registered office and incorporation procedure

Every Romanian company must have a registered office in Romania, supported by a valid legal right of use over the relevant premises (i.e., usually, a lease agreement).

During the initial stage of the investment and/or even during the company’s existence, the registered office may also be established at the professional premises of a Romanian lawyer, under a legal assistance agreement.

Opening the bank account

Romanian banks apply detailed know-your-customer, anti-money laundering and international sanctions screening procedures. The documents and identification requirements may vary depending on the bank, the investor’s jurisdiction, the ownership structure and the identity of the ultimate beneficial owners. In certain cases, the bank may require an in-person identification meeting.

Romanian legal entities must maintain at least one payment account in Romania or an account with the Romanian State Treasury. Newly incorporated companies must open such an account within 60 business days from incorporation and must maintain at least one account throughout their period of activity.

Failure to comply may result in the company being declared fiscally inactive and, if the situation is not remedied within the statutory period, may ultimately lead to dissolution.

  1. ENTRY AND RESIDENCY FRAMEWORK IN ROMANIA: VISAS AND RESIDENCE PERMITS

Visa requirements depend on the investor’s nationality, the duration of the intended stay and the activities to be carried out in Romania.

For short business visits, such as meetings, negotiations or preparatory incorporation activities, eligible foreign nationals may enter visa-free or may require a short-stay business Schengen visa, depending on their nationality. Short stays are generally limited to 90 days within any 180-day period and do not, in themselves, grant the right to work in Romania.

Non-EU nationals intending to reside in Romania or actively carry out professional or management activities may require an appropriate long-stay visa and, subsequently, a Romanian residence permit. The applicable immigration route depends on the person’s role and may include commercial activities, employment, secondment, professional activities or other legally recognised purposes.

Foreign (non-EU) citizens entering Romania may be required to obtain either:

a) a uniform visa (Type C / short-stay Schengen visa); or

b) a long-stay visa (Type D).

The applicable visa type depends primarily on the purpose and duration of the intended stay.

Uniform visas (short-stay visas) allow foreign (non-EU) citizens to remain in Romania (and within the Schengen area) for up to 90 days within any 180-day period, and are typically used for tourism, business visits, or other temporary activities.

By contrast, foreign (non-EU) citizens who intend to stay in Romania for longer periods, such as for employment, business operations, or investment, must obtain a long-stay visa prior to entry.

Following entry on the basis of a long-stay visa, the foreign national is required to apply for a residence permit issued by the Romanian immigration authorities, which governs the legal right to remain in the country on a longer-term basis.

4.1. General conditions for obtaining a Romanian visa

Visa applications are typically submitted through a Romanian diplomatic mission or consulate in the applicant's country of residence.

Although the specific documentation varies depending on the visa type, applicants are generally required to provide:

(i) a valid passport with sufficient remaining validity;

(ii) documentation supporting the purpose of travel or stay;

(iii) proof of accommodation in Romania;

(iv) evidence of sufficient financial means;

(v) valid medical insurance covering the duration of the stay;

(vi) confirmation that the applicant does not pose security, public health, or immigration risks.

Romanian authorities assess each application based on the declared purpose of travel and the supporting documentation submitted.

4.2. Types of visas and specific conditions

In addition to the general requirements outlined above, each visa category is subject to specific conditions depending on the purpose of entry. The sections below outline some of the most commonly used visa types for foreign nationals entering Romania. These examples are illustrative and do not cover all categories available under Romanian immigration legislation.

4.2.1. Uniform visa (Schengen short-stay visa - Type C)

Following its accession to the Schengen area, Romania issues uniform Schengen visas, which allow holders to stay in Romania and travel within other Schengen countries for up to 90 days within any 180-day period.

Uniform visas are typically granted for short-term purposes such as tourism, business visits, or participation in events. Depending on the purpose of travel, applicants may be required to provide the following:

a) Business visits

For business-related travel, applicants may be required to provide:

(i) an invitation from a company or public authority to attend meetings, conferences, or events related to trade, industry, or professional activities;

(ii) additional documents evidencing the existence of commercial or professional relationships;

(iii) entry tickets or registration confirmations for trade fairs, exhibitions, or congresses, where applicable;

(iv) documents attesting to the activities of the company;

(v) documents confirming the applicant's position or status within the company.

b) Tourism

For travel undertaken for tourism purposes, applicants may be required to provide:

(i) documentation regarding accommodation, which consists of an invitation from the host where the applicant will be staying, or a document confirming accommodation arrangements (such as hotel reservations), or any other relevant document indicating the intended place of stay;

(ii) documentation regarding the travel itinerary, which consists of a confirmation of a booked organized trip or any other document detailing the planned travel itinerary.

In all cases, applicants must also provide information that allows the authorities to assess their intention to leave the territory of the Member States before the expiry of the requested visa. Additional documents may be requested depending on the individual circumstances of the applicant.

4.2.2. Long-stay visas (Type D)

Long-stay visas are required for foreign nationals intending to remain in Romania for more than 90 days. These visas are typically issued for an initial period of up to 90 days and allow the holder to apply for a residence permit after entering Romania.

Long-stay visas are granted for specific purposes, most commonly including employment, commercial activities, and investment.

a) Business visa (commercial activities) - Type D/AC

This visa may be granted to foreign nationals who are shareholders or associates in Romanian companies, holding management or administrative roles, and who intend to carry out or develop investments in Romania.

Foreign nationals applying for a long-stay visa for commercial activities may be required to obtain a technical endorsement of their business plan from the competent Romanian authority. In this respect, the Ministry for the Business Environment, Trade and Entrepreneurship is authorized to issue a specialized technical opinion on the business plan of foreign investors for the purpose of obtaining a long-stay visa for commercial activities.

The applicant must prove, through a bank statement issued by a Romanian bank in his own name, that he has funds of at least EUR 100,000 (shareholders in an SA) or EUR 70,000 (associates in an SRL), the investment under the business plan having to reach the same amounts or, alternatively, to create at least 10 jobs (SRL) or 15 jobs (SA).

In addition to the general requirements, applicants must also provide:

(i) valid medical insurance covering the entire duration of the visa;

(ii) a criminal record certificate (or equivalent document) issued by the authorities of the country of domicile or residence, duly apostilled or legalized, as applicable.

b) Investor or company administrator visa - Type D/AE

This visa may be granted to foreign nationals who intend to carry out economic activities in Romania that are organized and regulated under specific legal provisions.

Foreign nationals applying for a long-stay visa for economic activities must demonstrate that they meet the specific conditions established under the applicable special legislation governing the intended activity.

In the case of foreign nationals designated as administrators of a Romanian company, the company must have made a capital contribution or technology transfer of at least EUR 50,000.

In addition to the general requirements, applicants must provide:

(i) proof of compliance with the conditions set out in the relevant special law;

(ii) valid medical insurance covering the entire duration of the visa;

(iii) a criminal record certificate (or equivalent document) issued by the authorities of the country of domicile or residence, duly apostilled or legalized, as applicable.

4.3. Post-entry obligations

The national long-stay visa (Type D) allows foreign nationals to enter and remain exclusively on the territory of Romania for a period not exceeding 90 days.

Following entry, visa holders are entitled to apply to the Ministry of Internal Affairs - General Inspectorate for Immigration for an extension of their right of temporary stay and the issuance of a residence permit.

Applications for the extension of the right of stay must be submitted at least 30 days prior to the expiry of the long-stay visa. The extension is granted only with the prior approval of the competent immigration authorities.

  1. Accounting and tax compliance

Romanian companies must maintain double-entry bookkeeping. Accounting may be organised internally through appropriately qualified personnel or outsourced to an authorised Romanian accountant or accounting firm. Responsibility for ensuring that the company’s accounting function is properly organised remains with its directors.

Romania has an extensively digitalised tax-reporting system. Depending on the company’s activities and tax status, compliance obligations may include payroll reporting, VAT and corporate tax returns, electronic invoicing through the RO e-Factura system and SAF-T reporting through Declaration D406.

Powers of attorney may be required where an accountant, tax adviser or other professional represents the company before the Romanian authorities. Corporate documents and powers of attorney executed abroad may require an apostille or consular legalisation, depending on the country of origin and the applicable international treaties, together with a certified Romanian translation.

Key tax parameters:

Corporate income tax: the standard rate is 16% of taxable profits.

Micro-enterprise tax: eligible companies may opt for a 1% revenue tax, subject to a EUR 100,000 revenue threshold and other statutory conditions.

Minimum turnover tax: companies with adjusted annual turnover exceeding EUR 50 million may be subject to a minimum tax where their corporate income tax is lower than the amount calculated under the statutory formula. For the 2026 fiscal year, the applicable rate within this formula is 0.5%, and the minimum turnover tax is scheduled to be repealed as of fiscal year 2027.

VAT: the standard rate is 21%, while an 11% reduced rate applies to certain categories of goods and services.

Dividends: the standard domestic withholding tax rate is 16%, subject to available exemptions and relief under applicable double-tax treaties or EU legislation.

  1. Drafting the necessary contracts

Professionally drafted contracts are an essential part of any Romanian operation. Depending on the nature of the business, these may include commercial agreements, supplier and distribution contracts, leases, employment contracts and shareholders’ agreements.

Employment contracts must be concluded in writing and in Romanian no later than the day preceding the employee’s commencement of work. The relevant contractual information must also be transmitted through the REGES-ONLINE employee register within the applicable statutory deadline.

Clear provisions regarding payment, liability, termination, confidentiality, governing law and dispute resolution can significantly reduce the risk of commercial disputes and unexpected costs.

  1. Foreign Direct Investment (FDI) screening

Romania applies a broad foreign direct investment screening regime to transactions that may affect national security or public order. The rules may apply not only to non-EU investors, but also to EU and Romanian investors, depending on the transaction structure.

A pre-closing notification is generally required where the investment exceeds EUR 5 million and concerns a sensitive sector, such as energy, transport, communications, financial infrastructure, defence, cybersecurity, critical technologies, pharmaceuticals, food security or media. Investments below this threshold may also be reviewed where they raise security or public order concerns.

The regime may cover share and asset acquisitions, greenfield investments, capital increases and capacity expansions. Minority investments may also be caught where they grant effective participation in the management or control of the target. Following the March 2026 amendments, certain intra-group reorganisations between EU or OECD entities are exempt from notification, provided there is no change in effective control or beneficial ownership and the financing originates exclusively from intra-group or EU/OECD sources.

Notifications are reviewed by the Commission for the Examination of Foreign Direct Investments (CEISD). The filing fee is EUR 5,000, and the transaction must not be completed before clearance is obtained. Failure to notify may result in fines of up to 10% of the investor’s worldwide annual turnover, as well as significant risks regarding the validity and implementation of the transaction.

  1. Ongoing business: risk prevention as strategy

Once operational, Romanian companies should maintain appropriate commercial contracts, internal policies and compliance procedures. Depending on their activities, they may be subject to GDPR requirements, beneficial ownership reporting, employment-law obligations and sector-specific anti-money laundering rules. Confidentiality agreements and other reasonable safeguards may also be used to protect commercially sensitive information.

As Romanian corporate, tax, employment and regulatory rules are frequently amended and often involve local filing and procedural requirements, foreign investors should consider obtaining ongoing advice from Romanian legal and tax professionals. Early local guidance can help identify compliance obligations, adapt group documentation to Romanian law and prevent issues that may otherwise delay transactions or generate avoidable costs.

  1. Trademark registration

Foreign investors may protect their trademarks in Romania through a national filing with the Romanian State Office for Inventions and Trademarks (OSIM), the public authority responsible for registering and administering national trademarks in Romania.

Alternatively, investors may apply for an EU trade mark through EUIPO, which provides protection across all EU Member States, or use the WIPO Madrid System, where applicable. The appropriate strategy depends on the markets in which the brand will be used, the relevant goods and services and the existence of earlier rights. Non-EU applicants may also be required to appoint an authorised representative for proceedings before OSIM.

  1. Other essential details

The national minimum gross salary is RON 4,325 per month as of 1 July 2026. Standard working time is eight hours per day and 40 hours per week, while employees are entitled to at least 20 working days of paid annual leave.

As standard headline rates, employees generally pay a 25% pension contribution and a 10% health insurance contribution. A 10% income tax applies to taxable salary income after the relevant contributions and deductions, while employers generally pay a 2.25% labour insurance contribution. Specific exemptions or special rules may apply.

As a general rule, employing non-EU nationals requires the Romanian employer to obtain a work authorisation, after which the employee must obtain the appropriate long-stay visa and residence permit, unless a statutory exemption applies.

Conclusion

Romania offers foreign investors access to the EU single market, a flexible corporate framework and competitive operating conditions. At the same time, establishing and operating a Romanian business requires careful attention to local corporate, tax, employment, immigration and regulatory requirements.

The appropriate legal and tax structure should be considered from the outset, particularly where the investment involves regulated activities, foreign employees, real estate or transactions subject to FDI screening. As Romanian legislation and administrative procedures are frequently amended, early and ongoing support from local legal, tax and accounting advisers can help investors avoid delays, manage compliance risks and establish a sustainable presence in Romania.

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