The establishment of a company is the first formal step in developing an economic activity. Beyond the administrative procedure itself, this involves important legal decisions that can influence the functioning and stability of the future business.
In 2026, the legal framework applicable to companies requires compliance with clear steps in relation to the National Trade Register Office (ONRC) as well as compliance with conditions relating to structure, share capital and internal organisation.
This guide is informative and presents the main issues that any person interested in setting up a company in Romania must take into account.
Choice of appropriate legal form
The first essential decision is to establish the legal form. The most common structure is the Romanian limited liability company (SRL), although a joint-stock company (SA), individual enterprise or another legal form may be more suitable in some cases.
The choice shall be made according to:
• the type of activity carried out;
• the level of risk assumed;
• the number of associates;
• the structure of the initial investment;
• business development strategy.
A preliminary legal analysis helps to avoid further costly changes.
Reservation of the name and establishment of the registered office
The name of the company must be checked and reserved at the National Trade Register Office (ONRC). It must be distinct and comply with the legal requirements on uniqueness and form.
At the same time, the company must have a registered office established in Romania. It can be:
• in a personal property space;
• in a rented building;
• in premises made available under a loan-for-use agreement;
The premises documentation is essential for the validity of the registration file.
Drafting of the articles of association
The articles of association are the company’s founding document. It shall establish:
• the shareholders’ identifying details;
• the object of activity (CAEN codes);
• the share capital;
• method of administration
• the rights and obligations of members;
• profit distribution.
Proper drafting matters both for registration and for the company’s future operation.
Share capital and financial considerations
In 2026, the legislation provides for a minimum share capital for limited liability companies. Capital represents the initial contribution of the members and constitutes the legal basis for limited liability.
Beyond the minimum amount required by the law, it is advisable to establish the level of capital realistically in relation to the expected economic activity.
Submission of documentation to the Trade Register
The establishment file shall be lodged with the National Trade Registry Office (ONRC) and shall include, in particular:
• the application for registration;
• the articles of association;
• self-declarations;
• evidence of the registered office;
• proof of the share capital;
• the statement on the beneficial owner.
After verification of the documentation, the company shall receive the registration certificate and unique identification code (CUI).
Subsequent tax and organisational aspects
After its establishment, the company shall establish:
• the tax regime (micro-enterprise or corporate tax);
• accounting obligations;
• the need to register for VAT purposes;
• any authorisations or opinions specific to the field of activity.
These elements directly influence the operation and future costs of the company.
Suspension of enforcement proceedings - immediate protection
The suspension of enforcement proceedings may be requested with the challenge to enforcement or separately. The effects of a stay are: lifting garnishments; stopping enforcement against real estate; and protecting assets until the case has been finally resolved.
The role of the lawyer in the process of setting up the company
Although the procedure may appear to be mostly administrative, the establishment of a company involves a number of important legal implications.
A lawyer may contribute by:
• the analysis of the optimal structure of the company;
• the drafting and verification of the articles of association;
• the assessment of legal risks;
• assistance in relation to the Trade Register;
• advice on inter-associate clauses.
A rigorous legal approach since the establishment phase can prevent further conflicts or difficulties.
Conclusion
The establishment of a company in Romania requires clear steps and compliance with a well-defined legal framework. The choice of legal form, the drafting of documents and the establishment of internal structure are elements that can influence the stability and future development of the business. Fair information and careful planning are the basis for a sound legal approach.
