Opening a Business in Romania: SRL, PFA, CAEN and Registrul Comerțului Registration Step by Step

Why the first week is the hardest

The decision to open a business in Romania usually happens quickly: you have an idea, clients or a contract, and the desire to start legally. Then you sit down to fill out the paperwork for ONRC — and the first week turns into a series of small dead ends.

First: the address. A sediul social is needed before you even submit documents, but renting an office for a company that doesn't yet exist seems like a wasteful expense. People try using a friend's address or a random apartment — only to discover that ONRC requires formal proof of the right to use it, and the property owner isn't always willing to sign the required document.

Second: the CAEN code. It seems like a formality: pick something close to what you do and move on. In reality, a poorly chosen code can block a license for a specific activity or cause a bank to refuse to open an account for a company whose business looks unclear.

Third: the requirements for microîntreprindere status. Someone registers an SRL after hearing about "low taxes for small businesses," only to discover months later that their chosen activity doesn't qualify for the simplified regime — and the company has been calculating tax under general rules from day one.

Each problem alone isn't a disaster. But together, they turn registration into two months instead of two weeks — and your first clients often won't wait that long.

PFA, SRL or întreprindere individuală: what to choose

In Romania, there's no single "correct" form — there's the form that fits your situation: your income level, risk profile, how many people are involved, and your hiring plans. PFA, întreprindere individuală and SRL differ in taxes, liability, and the cost of operation.

PFA: fastest start, personal liability

PFA suits you if you work mostly on your own: consultant, tradesperson, translator, designer — similar to starting a foreign FOP. It registers quickly and has the fewest formalities. The main risk is that the owner is personally liable for all business obligations with their entire personal property; there's no legal separation between "the firm" and "you."

Întreprindere individuală: the middle ground

Întreprindere individuală works similarly to PFA on liability, but is more convenient if you plan to hire employees from the first few months. The choice should be based on your specific plan, not the name of the legal form.

SRL: limited liability at the cost of formality

SRL is a separate legal entity. The founder's liability is limited to their share in the capital, not all their assets, so this form becomes the necessary choice if you're hiring people, signing large contracts, or want to separate business risks from your personal savings. The price of that protection: separate accounting, annual reporting, and additional taxation of profit when withdrawn as dividends.

Practical rule: if the entire business is your personal work with no major risks to third parties, PFA is often the cheapest option. If your plan includes hiring or clients who insist on working with a company that has limited liability, the conversation shifts to SRL. Read the general overview of business in Romania while you're still in the planning stage.

Registration in Registrul Comerțului via ONRC

The legal birth of a company in Romania is its entry in the Registrul Comerțului, managed by ONRC. For an SRL, the process has several mandatory elements, each of which can cause a rejection or delay.

Actul constitutiv and capital

The actul constitutiv is your founding document: who the founders are, what capital is contributed, who runs the company, what the main activity is, how shares and profits are distributed. This isn't a template form—it's a document that will govern your company for years, including how disputes between partners are resolved. Vague language surfaces precisely when partners argue about money. The minimum statutory capital for an SRL is symbolic, but it defines the founders' shares and serves as the first buffer of liability to creditors.

Sediul social

The sediul social is your company's legal address, and ONRC requires documentary proof of your right to use it: a lease, proof of ownership, or the owner's written consent. This is where beginners most often get stuck—you need the address before registration, but landlords aren't always willing to sign a document for a company that doesn't yet legally exist.

Administrator

The administrator legally represents the company and bears personal responsibility for reporting deadlines. Appointing a nominal administrator who doesn't actually run the business is common practice, but risky.

The list of requirements varies depending on the number of founders and whether foreign parties are involved. To avoid wasting time figuring out what's missing from your package, review the company registration checklist in advance.

CAEN, sediul social and punct de lucru

The CAEN code is a classifier of economic activities, and every company must list a main code and, if applicable, secondary ones. Your choice affects more than you'd think: whether you need a separate license, and how a bank assesses the risk of opening an account. A typical mistake: a company planning wholesale trade in certain goods registers under the general "trade" code, then later finds out it needs a separate permit. Changing the code after registration is possible, but it's a separate filing procedure with ONRC.

Declarația pe propria răspundere

To confirm that your declared activity is permitted under health and fire safety codes at your sediul social or punct de lucru, you file a declarația pe propria răspundere—a declaration under personal responsibility. Discrepancies with reality discovered during an inspection can result in sanctions.

Sediul social versus punct de lucru

The sediul social is your company's legal address in your actul constitutiv and the business register. A punct de lucru is an additional point of actual business activity: a store, warehouse, workshop, sales office. Your company can have one sediul social and multiple punct de lucru, and each typically needs to be registered separately. A costly mistake: conducting business at an address that isn't registered anywhere—the discrepancy emerges precisely during an inspection.

Microenterprise, TVA and launch decisions

Several tax decisions aren't made "someday later"—they're made at registration time and should be calculated in advance, not left to your accountant's judgment after you've started.

Microîntreprindere or profit tax

For an SRL, there's a simplified microîntreprindere regime where tax is based on turnover, and the general impozit pe profit regime where profit is taxed. Eligibility for the simplified regime depends on turnover thresholds, type of activity, and ownership structure—conditions are reviewed by law every year, so figures from an article or forum from a year ago may no longer apply. The decision is made essentially at registration; switching mid-year changes your accounting logic and reporting deadlines.

TVA registration

A company or PFA registers as a TVA payer when required—when turnover exceeds a threshold—or voluntarily, when clients are themselves TVA payers or the business wants to claim input TVA for deduction. Voluntary registration immediately adds regular reporting requirements.

Registration thresholds, TVA rates, and simplified regime conditions are regularly adjusted—check them for the current year separately. More on the tax system for business after you've launched: in the guide on running a business in Romania.

Bank account, permis de ședere and your first-year timeline

ONRC registration is your company's legal beginning, but not the beginning of operations. Between entry in the business register and your first invoice to a client, there are several practical steps.

Bank and residence permit

Opening an account for a freshly registered company is a separate review: the bank assesses your ownership structure, activity under the CAEN code, and business model clarity. Companies with foreign founders face a longer review, and bank refusal isn't rare; the reason is often how you've presented your activity.

For a foreigner who wants not just to register a company but actually live and run it in Romania, a separate question arises: obtaining a permis de ședere in the right category, one that permits business activity. Registering a company doesn't automatically grant residence rights—these two processes should be planned together.

Your first-year timeline

Your company's first year has its own rhythm of obligations, and it's easiest to miss something because you have no experience yet:

• Registration with ONRC and receipt of an extract from the Registrul Comerțului.
• Opening a bank account and, if needed, depositing capital.
• Tax registration, choice of regime, and TVA registration if appropriate.
• Contract for accounting services—before your first transaction, not after.
• First declarations, depending on your regime and any hiring.
• Year-end check: does your company still meet the regime requirements?

Missing even one step can result in fines or loss of preferential status before your business reaches steady income. This is why getting a consultation now is worthwhile—errors can still be prevented.

How Dorosh & Partners manages business in Romania from registration

Company registration is a short episode. Running a business is a long story, and sooner or later a situation arises outside routine accounting: the bank refuses your account, ONRC returns documents with remarks, a client challenges a contract, tax authorities ask for clarification on your CAEN code. At Dorosh & Partners, business in Romania gets accounting and legal support on a single contract—a team that treats the matter as one whole from day one.

The working model is built so you don't have to decipher Romanian bureaucratic jargon yourself. You tell the lawyer your situation in plain words—"the landlord won't sign for the sediul social," "the bank is asking for clarification on what we do," "I'm not sure if our activity qualifies for the microenterprise regime." The lawyer translates that into legal language for the attorney: formulates the request, gathers documents, determines the procedure—is this a matter for ONRC, the bank, or does it need a tax specialist? Then the lawyer directs the attorney to where you actually need help, monitors progress, and makes sure the case moves on schedule, not sitting idle. You get clear reports and concrete next steps instead of jargon.

What's included in support at the opening stage

• Choice of business form—PFA, întreprindere individuală or SRL—calculated for real liability, not by template.
• Drafting the actul constitutiv for your specific founder structure, including provisions for disputes between partners.
• Finding and documenting your sediul social, negotiating the format of the document ONRC needs.
• Precise selection of CAEN code with verification of license requirements.
• Document package for Registrul Comerțului without cycles of "rejection → fix → resubmit."
• Assessment of microîntreprindere eligibility and TVA decisions before your first transaction.

What's included in support after registration

• Accounting: declarations, reporting, interaction with tax authorities.
• Legal protection: bank refusal, ONRC remarks, disputes with landlords or clients, regulator audits.
• Aligning residence permits with business activity for foreign founders.
• Planning a shift to a different tax regime in advance, before turnover approaches the threshold.

The difference between simple accounting outsourcing and this kind of support is fundamental. An accountant files declarations and calculates tax—and does it well. But when a bank refuses your account, when ONRC returns documents with remarks, or when a client refuses to perform under the contract, your company needs a lawyer. That's why at Dorosh & Partners, these two functions work together from day one, not appearing separately when a problem has already become serious. Broader coverage of business support in different countries: see business support.

Frequently asked questions

How long does SRL registration in Romania take?

It depends on how complete your document package is and how correctly you've prepared the actul constitutiv and sediul social proof. When your package meets ONRC requirements on the first submission, the process is much faster than when documents come back with remarks—the repeat cycles are what stretch registration into months.

Can I change the CAEN code after registering my company?

Yes, but it's a separate procedure of filing with ONRC, not an automatic update. If your main activity changes later, you need to formally update the code—otherwise your actual activity will diverge from what's declared.

Do I need a separate punct de lucru if I work from home or remotely?

Not always. If your activity is conducted remotely and isn't tied to a physical point of sale, a separate punct de lucru may not be needed—your sediul social is enough. But as soon as a physical location arises that's separate from your legal address, you should register it in advance.

Can I open a business in Romania without a permis de ședere?

You can register a company without a residence permit—these are separate procedures. But if the founder plans to actually live in Romania and personally run the business, the question of permis de ședere should be handled alongside registration.

What if the bank refuses to open an account for my company?

First, find out the exact reason for refusal—it's rarely random and usually relates to how your activity or ownership structure has been presented. Reapplying with clarified documents or to a different bank often resolves it, but you need to change your approach consciously, not resubmit the same application unchanged.

Opening a business in Romania comes down to dozens of small decisions, and each one—choice of form, CAEN code, sediul social address, tax regime—affects your company for years to come. A mistake at the start rarely costs much on its own, but combined with others it can turn your first year from doing business to constantly fixing paperwork. Going through this path with support from the start is simpler and cheaper than correcting registration later.

Матеріал має інформаційний характер і не замінює юридичну консультацію.