the SRL
The SRL in Romania: What It Is and What It Owes in 2026
What a Romanian SRL is, how it is formed and taxed, and what it files, with every rule dated to its statute.
By Daria Constantin, Company set-up and closure lead · Reviewed by Mihai Dumitrescu, VAT and tax compliance lead · Updated 16 October 2026
The law as in force on 14 October 2026.
A Romanian SRL is a company of its own from the day the trade register enters it.
An SRL (societate cu răspundere limitată) is Romania's limited liability company: one of the five company forms with legal personality under Law 31/1990, whose members answer only up to the subscribed capital. It has 1 to 50 members, and one is enough. Since 18 December 2025 a new SRL needs at least 500 lei of share capital (Law 239/2025).
This guide is for a foreign founder told to form an SRL in Romania, and for the foreign owner of an existing one: what anyone about to open a company in Romania should know the company will owe. It states the law and does not say which form or tax regime suits a reader.
What is an SRL in Romania?
The legal form in Law 31/1990
The official company types are listed in art. 2 of Law 31/1990 on companies, in its republished text of January 2024: five forms with legal personality, of which the societate cu răspundere limitată (limited liability company) is one. A Romanian SRL becomes a legal person on the date it is registered in the trade register (art. 41(1)).
Its members (asociați) answer for the company's obligations only up to the subscribed capital (art. 3(3)). The capital is divided into equal shares (părți sociale), which cannot be negotiable securities (art. 11(1)-(2)), and an SRL may not issue bonds (art. 200).
Who can own an SRL, including foreigners and foreign companies
- Natural and legal persons may form a company (art. 1(1)).
- One person may form an SRL alone; only the articles are drawn up (art. 5(2)).
- A natural or a legal person may be the sole member, the asociat unic; contracts with it are in writing (art. 15).
- At most 50 members (art. 12).
- Persons legally incapable, or convicted of the offences the law lists, cannot be founders (art. 6(2)).
These articles set no nationality condition: a foreign individual or a foreign company may hold a Romanian SRL in its own name, alone or with others.
How does an SRL differ from an SA, a partnership, a branch or a PFA?
The table sets the SRL beside the other forms of Law 31/1990 and the two vehicles a foreign company uses; which form suits a business is not concluded here.
| Form | Members | Liability of members | Legal personality |
|---|---|---|---|
| SRL (societate cu răspundere limitată) | 1 to 50 (art. 12) | up to the subscribed capital (art. 3(3)) | yes, from registration (art. 41(1)) |
| SA (societate pe acțiuni) | at least 2 shareholders; at least 30% of subscribed capital paid at formation (art. 10(3), 9(2)) | up to the subscribed capital (art. 3(3)) | yes (art. 2) |
| SNC (societate în nume colectiv) | partners | without limit and jointly (art. 3(2)) | yes (art. 2) |
| SCS (societate în comandită simplă) | general and limited partners | general partners without limit and jointly; limited partners up to the subscribed capital (art. 3(2)-(3)) | yes (art. 2) |
| Subsidiary (filială) | a Romanian company owned by the foreign company | that of the form it takes | yes, its own (art. 42) |
| Branch (sucursală) | none of its own: a part of the company that set it up | not applicable (no members of its own) | no; registered before it starts trading (art. 43(1)) |
A foreign company may set up subsidiaries, branches and other secondary offices in Romania (art. 44); only the subsidiary has legal personality of its own (art. 42, 43(1)).
A PFA (persoană fizică autorizată, sole trader) is a status of a natural person, not a company under Law 31/1990.
How much share capital does an SRL need in 2026?
A new SRL needs at least 500 lei of share capital since 18 December 2025, under art. VI(2) of Law 239/2025, published in Monitorul Oficial no. 1160 of 15 December 2025.
500 lei for a new SRL since 18 December 2025
The January 2024 text of Law 31/1990 sets no minimum amount for SRL capital (art. 11(1)); Law 239/2025 added the 500-lei floor for a newly formed SRL (art. VI(2)). Older pages print other figures; this guide follows the statute in force.
| Rule | Applies from | Source |
|---|---|---|
| No minimum amount for SRL capital | January 2024 text | art. 11(1) Law 31/1990 |
| 500 lei minimum for a new SRL | 18 December 2025 | art. VI(2) Law 239/2025 |
| 5,000 lei minimum once net turnover passes 400,000 lei | 18 December 2025 | art. VI(1) Law 239/2025 |
| Higher minimum due by the end of the following financial year; it stays if turnover falls | 18 December 2025 | art. VI(3)-(4) Law 239/2025 |
| Existing SRLs reach the minimum by 18 December 2027 (computed from the entry into force) | 18 December 2025 | art. VI(6) Law 239/2025 |
| Missed top-up: the tribunal dissolves the company on application | after the deadline | art. VI(8)-(9) Law 239/2025 |
| Monitorul Oficial Part IV tariff halved for a top-up act concerning the increase alone | until 31 December 2026 | art. VI(7) Law 239/2025 |
| No reduction below the legal minimum | 18 December 2025 | art. VI(5) Law 239/2025 |
| 30% paid within 3 months of registration; cash balance within 12 months | January 2024 text | art. 9^1(2) Law 31/1990 |
SRL capital rules after Law 239/2025, as in force on 14 October 2026. Source: ANAF tables of Law 239/2025 and Law 31/1990.
5,000 lei once net turnover passes 400,000 lei
When the net turnover in a year's financial statements exceeds 400,000 lei, the minimum becomes 5,000 lei (art. VI(1) Law 239/2025). The increase is due by the end of the financial year after the one in which turnover rose, and the higher capital stays if turnover later falls (art. VI(3)-(4)). Capital may not be reduced below the legal minimum (art. VI(5)).
Existing SRLs: the 18 December 2027 deadline
An SRL formed before the reform reaches the minimum within 2 years of the law's entry into force (art. VI(6) Law 239/2025), which we compute as 18 December 2027. If it does not, the tribunal dissolves it on application of any interested person or of ONRC (art. VI(8)-(9)). For a top-up made by 31 December 2026, the Monitorul Oficial Part IV tariff for the act is halved, only where the act concerns the increase alone (art. VI(7)).
Paying in the capital, and what counts as capital
Under art. 9^1(2) of Law 31/1990 in its January 2024 text, an SRL pays in 30% of its subscribed capital within 3 months of registration and the cash balance within 12 months. Cash contributions are compulsory, and work or services never count as capital (art. 16(1), (4)). In a sole-member SRL an in-kind contribution is valued by an expert (art. 13(3)).
Dividends and member loans after Law 239/2025
Law 239/2025 also limits what members take out. A company with losses carried forward may pay dividends from the current year's profit only after setting up the legal reserves and covering those losses, and a company whose net assets are below half the capital may not repay loans taken from its members or affiliates (art. 69^1(1), 67(2^4) Law 31/1990). The net-assets rule and its fine reach SRLs from 2027 (art. 153^24).
Who runs an SRL, and who decides?
An SRL is run by one or more administrators (administratori), who may be members or outsiders (art. 197(1) Law 31/1990). The members decide in the general meeting (adunarea generală a asociaților), which approves the annual financial statements and the distribution of net profit (art. 194(1)). Once there are more than 15 members, censors (cenzori) are compulsory (art. 199(3)).
In a sole-member SRL, the asociat unic records each decision in writing at once and may be an employee of the company (art. 196^1). Contracts between the SRL and that member are in writing, on pain of absolute nullity (art. 15).
Persons barred from being founders cannot be administrators either (art. 6(2), 73^1(1)). The administrator also answers for the company's accounts (see the books section).
How is an SRL formed? The steps in the statute
The steps follow the statute. The founders sign the constitutive act, and anything bespoke is drafted by a lawyer partner, because drafting legal acts is reserved to lawyers (art. 3(1)(c), 3(2) Law 51/1995). Filing under a power of attorney is not reserved, and an expert contabil may assist with formation (art. 6(g) OG 65/1994).
- Name. The name is checked and reserved, online if wished, through the trade register's portal (art. 50(1) Law 265/2022, 2022 text). It must differ from existing names and avoid the words the law bans.
- Seat (sediu social). Proof of the declared seat, a deed giving a right to use the premises, goes with the application. A flat in a block needs no owners' association consent where the administrators declare no activity there.
- Constitutive act (act constitutiv). Signed by all members under private signature, notarised only where real estate is contributed (art. 5(6) Law 31/1990). It states the number and nominal value of the shares (art. 7).
- Filing at ONRC. Within 15 days of the act, by the founders, the first administrators or a representative (art. 36(1) Law 31/1990), under a notarised power of attorney or a lawyer's mandate (art. 79(1) Law 265/2022).
- Foreign documents and the NIF. Documents are in Romanian; foreign official documents need an apostille (in Hague Convention states) and a legalised Romanian translation. ONRC obtains a tax number (NIF) for each non-resident founder or administrator (art. 83 Fiscal Procedure Code).
- Registrar's decision (încheiere). The registrar decides on the documents within one working day in the 2022 text (art. 105(1)). An incomplete file gets up to 15 calendar days to be put right (art. 106(1)).
- CUI, certificate and publication. ANAF assigns the CUI on ONRC's data. The certificate shows the J number, the CUI and the EUID and proves legal personality; the decision is published in the trade register's Bulletin within 3 working days, and an extract is sent to Monitorul Oficial within the same term (art. 15, 16 Law 265/2022).
- 1
Name check and reservation
Founders, online if wished
art. 50(1) Law 265/2022
- 2
Seat proof
A deed giving a right to use the premises
- 3
Constitutive act
All members sign, under private signature
notarised only where real estate is contributed, art. 5(6) Law 31/1990
- 4
Filing at ONRC
Founders, first administrators or a representative
- law within 15 days of the act, art. 36(1) Law 31/1990
notarised power of attorney or lawyer's mandate (art. 79(1) Law 265/2022); apostille and legalised translation (art. 75-76)
- 5
Registrar's decision
The registrar
- law one working day in the 2022 text, art. 105(1)
- law incomplete file: up to 15 calendar days, art. 106(1)
- 6
CUI, J number and EUID
ANAF assigns the CUI; the certificate shows all three
legal personality from registration, art. 41(1) Law 31/1990
- 7
Bulletin and Monitorul Oficial
The trade register
- law decision published and extract sent within 3 working days, art. 15, 16 Law 265/2022
Can it be done without travelling to Romania?
Law 265/2022 in its 2022 text defines a fully online formation, in which the constitutive act and the registration run entirely by electronic means, and the application is signed by hand or with a qualified electronic signature (art. 3(1)(c), 82(1)). A representative may file under a notarised power of attorney, or a lawyer under a lawyer's mandate (art. 79(1)). Physical presence is not needed where a notary or a lawyer prepared the application and its documents, the constitutive act included (art. 105(2)-(3)). Foreign official documents go in the original with an apostille and a legalised Romanian translation (art. 75-76). Opening the bank account is a separate procedure, run by the bank.
The registrar's term and what the state charges
The registrar's one working day is the term of the 2022 text, with the entry made no later than 24 hours after the decision (art. 105(1), 107(3)-(4)); practice is often slower, and no day is promised here. Publication of Company Law acts in Monitorul Oficial costs 152 lei per manuscript page in 2026, VAT included (Decision 1/2026 of the Standing Bureau of the Chamber of Deputies). This guide adds up no formation cost.
Want the SRL filed and its books open from day one? Filing runs under your power of attorney; the accounting is performed by CECCAR-registered accountants.
What must a new SRL do in its first 90 days?
The certificate starts the company's duties.
- A payment account in Romania or at the State Treasury, within 60 working days.
- No account: a fine of 3,000 to 10,000 lei and a fiscal-inactivity ground.
- The beneficial owner declared at incorporation, and within 15 days of any change.
- 30% of the subscribed capital paid in within 3 months of registration.
- For the micro regime from year one: the employee hired within 90 days.
- First hire: REGES-Online data sent at the latest the day before work starts.
- The micro option notified to ANAF by 31 March of the year concerned.
- Accounts kept from formation, by the company's own accounting department or under a contract with authorised CECCAR members; the administrator stays responsible.
The account duty is art. 1(12)-(13) of Law 70/2015, inserted by art. II of Law 239/2025 and applied from 1 January 2026 (art. XI(2)): a new legal person opens it within 60 working days of formation and keeps one while it trades. The fine of 3,000 to 10,000 lei is in art. 12(4); from the same date a missing account is also a fiscal-inactivity ground. A bank or payment institution may refuse the account only on anti-money-laundering or sanctions grounds (art. 1(14)). That is why a Romanian company without a local account risks being declared inactive.
The beneficial-owner declaration is met at incorporation by the constitutive act, and a change is declared within 15 days (art. 56 Law 129/2019). A missing declaration is fined 5,000 to 10,000 lei, with a dissolution risk if it is still missing 30 days later (art. 57).
A new SRL may apply the micro regime from its first year if it hires within 90 days of registration (art. 48(3) Fiscal Code, 90 days since OUG 8/2026, in force 25 February 2026); otherwise it pays profit tax from the quarter after the 90 days expire. The employee counts if salaried, or if an administrator under a mandate contract is paid at least the national minimum gross wage (art. 51(4)(b)). The first employee's data go into REGES-Online at the latest the day before work starts (HG 295/2025, art. 7).
| Duty | Deadline | What follows |
|---|---|---|
| Payment account in Romania or at the State Treasury (art. 1(12)-(13) Law 70/2015) | within 60 working days of formation; duty from 1 January 2026 | without it: fine of 3,000 to 10,000 lei and a fiscal-inactivity ground |
| Beneficial-owner declaration (art. 56 Law 129/2019) | at incorporation (the constitutive act suffices); 15 days after a change | without it: fine of 5,000 to 10,000 lei, then a dissolution risk after 30 days |
| Capital paid in (art. 9^1(2) Law 31/1990) | 30% within 3 months of registration | the cash balance within 12 months |
| Employee for the micro regime (art. 48(3) Fiscal Code) | within 90 days of registration | without it: profit tax from the quarter after the 90 days |
| First hire in REGES-Online (HG 295/2025, art. 7) | the day before work starts | form 112 monthly once salaries are paid |
| Micro option (art. 55(2) Fiscal Code) | by 31 March of the year concerned | micro tax paid quarterly by the 25th |
| Accounts kept by an own department or under contract with CECCAR members (art. 10(3) Law 82/1991) | from formation | under a contract, the CECCAR members answer for the bookkeeping; the administrator stays responsible |
The first 90 days of a new SRL: duty, deadline and what follows. Rules as in force on 14 October 2026.
counted from registration
- 1
Registration
Day 0
- law beneficial owner declared with the constitutive act, art. 56 Law 129/2019
- 2
30% of the capital paid in
art. 9^1(2) Law 31/1990
- law within 3 months
- 3
Employee, for the micro regime from year one
art. 48(3) Fiscal Code
- law within 90 days
- 4
Payment account in Romania
art. 1(13) Law 70/2015, duty from 1 January 2026
- law within 60 working days
- 5
Cash balance of the capital
art. 9^1(2) Law 31/1990
- law within 12 months
tied to an event or a calendar date
- 6
First hire in REGES-Online
HG 295/2025, art. 7
- law the day before work starts
- 7
Micro or profit tax
art. 56, 41(1) Fiscal Code
- law by the 25th after each quarter
- 8
Annual financial statements
OMF 2.036/2025 pt. 3.1
- law by 31 May of the following year
By 31 March the micro option for the year concerned, notified to ANAF (art. 55(2) Fiscal Code)
Nodes in order within each band, not drawn to scale.
Will ANAF give the SRL a VAT number?
An SRL with annual turnover up to 395,000 lei may stay exempt from VAT (art. 310(1) Fiscal Code); the ceiling rose from 300,000 lei on 1 September 2025 (OG 22/2025). A VAT registration requested with the trade-register filing is valid from the date of registration, and it goes through a risk analysis by ANAF (art. 316(1^1)(a), 316(9)). The Romanian VAT code carries the prefix RO (art. 318(1)), and the standard rate is 21% since 1 August 2025 (art. 291(1); Law 141/2025).
Three risk criteria in Annex 6 to the VAT norms describe a typical foreign-owned SRL:
- An administrator who is a foreign citizen without Romanian tax residence, with capital below 45,000 lei (pt. 5.1).
- No one designated to keep the accounts: no own accountant and no service contract with an active CECCAR member (pt. 3.1).
- A seat used under a contract de comodat (free loan for use) of one year or less, with no other premises (pt. 1.2).
This guide does not say how ANAF combines them in a given file.
How is an SRL taxed in 2026: 1% or 16%?
An SRL pays either the micro-enterprise tax at 1% of revenue or profit tax at 16% of taxable profit. Which regime suits a company is not concluded here.
The micro-enterprise regime
The micro-enterprise regime (impozit pe veniturile microîntreprinderilor) is optional (art. 48(1) Fiscal Code). Since 1 January 2026 its rate is a single 1% (art. 51(1), as amended by OUG 89/2025), charged on revenue from any source less the listed deductions, not on profit (art. 53(1)). The ceiling is EUR 100,000 of revenue, tested on the previous year, after EUR 250,000 for the 2025 test (art. 54(3), 47(1)(c)); the revenue of linked enterprises is added (art. 47(1^1)). The rules of a micro company taxed on turnover have a guide of their own.
The company also needs one employee (art. 47(1)(g)), must be the only micro-enterprise of a member holding more than 25% (art. 47(1)(h)), and must have filed its annual statements on time (art. 47(1)(i)). A micro-enterprise whose revenue passes EUR 100,000 during the year pays profit tax from that quarter (art. 52(1)).
| Feature | Micro-enterprise regime | Profit tax |
|---|---|---|
| Rate | 1% (art. 51(1)), single rate from 1 January 2026 | 16% (art. 17) |
| Base | revenue from any source, less the listed deductions (art. 53(1)) | taxable profit (art. 17) |
| Ceiling | EUR 100,000 of revenue, with linked enterprises (art. 47(1)(c), 47(1^1), 54(3)) | not applicable |
| Conditions | optional; one employee; one micro per member above 25%; statements filed on time (art. 47(1)(g)-(i), 48(1)) | applies where the micro regime does not |
| Payment | quarterly, by the 25th of the month after the quarter (art. 56) | quarterly, by the 25th after quarters I to III (art. 41(1)) |
| Leaving the regime | revenue above EUR 100,000 in the year: profit tax from that quarter (art. 52(1)) | not applicable |
| Dividends to an EU parent | exemption not available: the payer does not pay profit tax (art. 229(1)(c)) | exemption possible with 10% held for an uninterrupted year (art. 229(1)(c)) |
Micro-enterprise regime and profit tax side by side. Source: Fiscal Code, Law 227/2015, ANAF consolidation to Law 170/2026.
Profit tax at 16%
Profit tax is 16% of taxable profit (art. 17 Fiscal Code). It is paid quarterly, by the 25th of the first month after quarters I to III (art. 41(1)).
Does consultancy or IT income rule out the 1%?
No. The 2026 text carries no condition on the share of consultancy or management revenue; art. 47(1)(f) is printed as repealed, and art. 54(3) sets the old condition aside for the 2025 test. The conditions above apply to every activity.
What tax is due on dividends and on the administrator's pay?
For dividends distributed from 1 January 2026, a member who is an individual pays 16%, as a final tax (art. 97(7) Fiscal Code). A Romanian company receiving a dividend is taxed at 16% of the gross dividend (art. 43(2); Law 141/2025, art. VII(1)(a)). A non-resident member suffers 16% withholding, capped by the rate of the applicable tax treaty (art. 224(4)(b), 230(1); Law 141/2025, art. VII(1)(h)); how much of a Romanian dividend reaches a foreign shareholder is worked through in its own guide.
The EU parent-company exemption needs a 10% holding kept for an uninterrupted year and a paying company that pays profit tax, so a micro-enterprise payer does not qualify (art. 229(1)(c)). A company with losses carried forward pays dividends from current-year profit only after the legal reserves are set up and those losses covered, as the capital section shows.
An administrator's pay is income assimilated to salary (art. 76(2)(o)). On salary income in 2026 the employee owes the pension contribution CAS at 25% and the health contribution CASS at 10%, the employer owes the work-insurance contribution CAM at 2.25%, and income tax is 10% (art. 138(a), 156, 220^3(1), 64(1)(b)). Payroll taxes in detail are covered by the payroll taxes guide.
What does an SRL file, and who may keep its books?
The filing calendar
Every company keeps its own financial and management accounts (art. 1(1) Law 82/1991), in the Registrul-jurnal, the Registrul-inventar and the Cartea mare, with a trial balance at least once a year (art. 20, 22). Its recurring filings:
| Obligation | Frequency | Deadline |
|---|---|---|
| Payroll return, form 112 | monthly, where the company pays salaries | by the 25th of the following month (art. 147(1) Fiscal Code) |
| Micro tax or profit tax | quarterly | by the 25th after the quarter (art. 56; art. 41(1) for quarters I to III) |
| VAT return, form 300 | monthly; quarterly where the previous year's turnover was at most EUR 100,000 and there were no intra-EU acquisitions of goods | by the 25th after the period (art. 323(1) and 322(2)) |
| EC sales list, form 390 | only for months with intra-EU operations | by the 25th of the following month (ANAF calendar) |
| RO e-Factura | every invoice between Romanian taxable persons | within 5 working days of issue, from 1 January 2026 |
| Annual financial statements | yearly | by 31 May of the following year (OMF 2.036/2025, pt. 3.1) |
| No-activity declaration | yearly, if the company never traded since formation | within 60 days of the year end (pt. 3.3) |
| Retention of records | continuous | 10 years; payroll statements 50 years (art. 25(1) Law 82/1991) |
Between Romanian taxable persons, only an RO e-Factura invoice counts as an invoice (art. 319(1^1) Fiscal Code), and from 1 January 2026 it is uploaded within 5 working days of issue (OUG 89/2025, amending art. 10(7) OUG 120/2021). Returns go through the SPV (Spațiul Privat Virtual), ANAF's free online account.
The annual financial statements, due 31 May
The annual financial statements (situații financiare anuale) are prepared in Romanian and in lei (OMF 2.036/2025, Annex 1 pt. 1.4). The general meeting approves them; the administrator and the chief accountant or authorised person sign them; they are filed with ANAF only electronically, with a qualified certificate (pt. 1.6 to 1.8). A Company Law company files by 31 May of the following year (pt. 3.1). The financial year is the calendar year, and a new company's first year starts at formation (art. 27 Law 82/1991). The work of preparing the annual accounts of a Romanian SRL is described on its own page.
For financial year 2025, an SRL below two of three limits (assets 2,250,000 lei, net turnover 4,500,000 lei, 10 employees) is a micro-entity with an abridged balance sheet (pt. 2.1). A company that never traded since formation files a sworn declaration within 60 days of the year end instead of statements (pt. 3.3). An audit is required only once two of three limits (assets 16,000,000 lei, turnover 32,000,000 lei, 50 employees) are exceeded in two consecutive financial years (pt. 2.6(4)).
Who may keep the books
The administrator answers for the accounts (art. 10(1) Law 82/1991). Bookkeeping done for the company by an outsider is lawful only under a service contract with authorised CECCAR members, who then answer for it (art. 10(3)-(4)). The profession is reserved to persons on CECCAR's register, and unauthorised practice is a criminal offence (art. 21(1), 43(1) OG 65/1994).
On this site the accounting work is performed by CECCAR-registered accountants. Stand-alone tax advice is reserved to the register of the Chamber of Tax Consultants (art. 8(6) OG 71/2001) and is not offered here; bespoke legal drafting is a lawyer's (art. 3(1)(c) Law 51/1995).
From our practice
When a foreign document arrives without its apostille or the legalised Romanian translation the trade register law requires (art. 75-76 Law 265/2022), the file cannot go ahead; we check both before anything is filed. Daria Constantin, Company set-up and closure lead
What becomes public about the owners?
Registration puts some data about the owners in public view, under Law 265/2022 in its 2022 text and Law 129/2019:
- The Monitorul Oficial extract names founders and administrators, with country, town and county (art. 16).
- The registrar's decision appears in the trade register's electronic Bulletin, free to consult (art. 15).
- Name, form, seat, J number, EUID, CUI, status and legal representatives are free online (art. 12).
- The beneficial-owner register sits at ONRC, open only to persons with a legitimate interest (art. 19 Law 129/2019).
- The last six years of filed balance sheets are public on the Ministry of Finance site.
How to look up a Romanian company in the register has a guide of its own, the company register search.
How is an SRL changed, sold, suspended or closed?
Changes and share transfers
Registered changes (mențiuni) are filed with ONRC within 15 days of the act or fact (art. 43(1) Law 265/2022, 2022 text). Unless the constitutive act says otherwise, selling shares to an outsider needs the approval of members holding at least three quarters of the capital (art. 202(2) Law 31/1990), and the transfer binds third parties only from its entry in the register (art. 203(2)). For a controlling stake, the seller, the buyer or the company notifies ANAF within 15 days after the transfer, with guarantees where the company has tax arrears (art. V(1) Law 239/2025). A new beneficial-owner declaration follows within 15 days (art. 56 Law 129/2019).
Suspension and fiscal inactivity
Temporary inactivity (inactivitate temporară) registered at the trade register lasts at most 3 years (art. 237^2(1)(b) Law 31/1990), and it is itself a ground of fiscal inactivity, so a suspended SRL is declared inactive (art. 92(1)(d) Fiscal Procedure Code). A suspended micro-enterprise stays in the micro regime (art. 48(2^3) Fiscal Code). An inactive company (contribuabil inactiv) still owes tax but loses the deduction of expenses and input VAT (art. 11(6)). From 1 January 2026 the grounds include no payment account and annual statements more than 5 months late, and a company not reactivated within one year of the decision is dissolved (Law 239/2025, art. I).
Dissolution and liquidation
Members may decide the dissolution and the manner of liquidation together, with the quorum and majority set for amending the constitutive act, where they agree on the distribution of the assets and the debts are paid or settled with the creditors (art. 235(1) Law 31/1990). The tribunal dissolves an SRL that misses the capital top-up (art. VI(8)-(9) Law 239/2025), and losing the right to use the seat is a ground for dissolution (art. 237^2(1)(a) Law 31/1990).
Sources
- Law 31/1990 on companies (Legea societăților), Ministry of Economy, republished text of January 2024: art. 1(1), 2, 3, 5, 6(2), 7, 9^1(2), 11, 12, 13(3), 15, 16, 36, 41 to 44, 73^1, 194(1), 196^1, 197(1), 199(3), 200, 202(2), 203(2), 235(1), 237^2(1).
- ANAF Brașov table of the Law 239/2025 changes to Law 31/1990: art. VI(1)-(4), (6), (8)-(9); art. 67(2^4), 69^1, 153^24 Law 31/1990; Monitorul Oficial no. 1160 of 15 December 2025.
- Law 239/2025, ANAF copy: art. I, II (art. 1(12)-(14), 12(4) Law 70/2015), V(1), VI(5), (7), XI(2).
- Law 265/2022 on the trade register (Legea nr. 265/2022 privind registrul comerțului), Senate, text as sent for promulgation in 2022: art. 3(1)(c), 12, 15, 16, 43(1), 50(1), 75, 76, 79(1), 82(1), 105 to 107, 110(1), 125 to 127.
- Fiscal Procedure Code, Law 207/2015 (Codul de procedură fiscală), ANAF consolidation to OUG 38/2026: art. 83, 92(1)(d).
- Law 129/2019 on preventing money laundering, ONPCSB consolidated text: art. 19, 56, 57.
- Fiscal Code, Law 227/2015 (Codul fiscal), ANAF consolidation to Law 170/2026: art. 11(6), 17, 41(1), 43(2), 47 to 56, 64(1)(b), 76(2)(o), 97(7), 138(a), 147(1), 156, 220^3(1), 224(4)(b), 229(1)(c), 230(1), 291(1), 310(1), 316, 318(1), 319(1^1), 322(2), 323(1).
- Annex 6 to the VAT norms (HG 340/2020), ANAF: pt. 1.2, 3.1, 5.1.
- REGES-Online, frequently asked questions (întrebări frecvente), Inspecția Muncii: question 40 (HG 295/2025, art. 7).
- Accounting Law 82/1991 (Legea contabilității), Ministry of Finance, 2008 republication: art. 1(1), 10, 20, 22, 25(1), 27.
- OG 65/1994 on the accounting profession, text to 2017: art. 6(a), 6(g), 21(1), 43(1).
- OMF 2.036/2025 on annual reporting, Ministry of Finance order, ANAF copy: Annex 1 pt. 1.4, 1.6 to 1.8, 2.1, 2.6(4), 3.1, 3.3.
All consulted in October 2026.
Frequently asked questions about the SRL in Romania
If the SRL has limited liability, can I still be held responsible as its administrator?
Members answer for the company's obligations only up to the subscribed capital, under art. 3(3) of Law 31/1990. Responsibility for organising and keeping the company's accounts, however, sits with its administrator under art. 10(1) of Accounting Law 82/1991. This guide states the two rules and gives no opinion on any particular case.
Do I have to travel to Romania to set up an SRL?
Not under Law 265/2022 in its 2022 text. It defines a fully online formation with a qualified electronic signature, and filing through a notarised power of attorney or a lawyer's mandate, with no physical presence where a notary or lawyer prepared the file. Foreign official documents need an apostille and a legalised Romanian translation.
Why do other sites give a different minimum capital?
The January 2024 text of Law 31/1990 set no minimum for SRL capital. Law 239/2025 sets 500 lei for a new SRL from 18 December 2025, and 5,000 lei once net turnover passes 400,000 lei. SRLs that already existed reach the minimum by 18 December 2027, two years after the law entered into force.
Can I keep the SRL's books myself, from abroad and in English?
The annual financial statements are prepared in Romanian and in lei. Bookkeeping done for the company by an outsider is lawful only under a contract with authorised CECCAR members (art. 10(3) Law 82/1991), unauthorised practice is a criminal offence (art. 43(1) OG 65/1994), and the administrator answers for the accounts in every case.
Will my name and address be published?
The Monitorul Oficial extract names founders and administrators with their country, town and county, the registrar's decision appears in the free Bulletin, and basic register data are free online. The beneficial-owner register is open only to persons with a legitimate interest. Filed balance sheets of the last six years are public on the Ministry of Finance site.
Can I simply leave the SRL dormant?
A registered suspension lasts at most 3 years and is itself a ground of fiscal inactivity (art. 92 Fiscal Procedure Code). A company that never traded files a sworn declaration within 60 days of the year end. Statements more than 5 months late make a company inactive, and one not reactivated within a year is dissolved.
What is an SRL in Romania, and is it the official company type?
SRL stands for societate cu răspundere limitată, the limited liability company: one of the five forms with legal personality listed in art. 2 of Law 31/1990. Its members answer only up to the subscribed capital, unlike the partners of an SNC or the general partners of an SCS, who answer without limit and jointly.
Can a foreigner, or a foreign company, own 100% of a Romanian SRL?
Yes. Natural and legal persons may form a company, one person may form an SRL alone, and a natural or a legal person may be its sole member (art. 1(1), 5(2) and 15 Law 31/1990). These articles of the Company Law set no nationality condition for members, whether individuals or companies.
How much share capital does an SRL need in 2026, and when must it be paid in?
500 lei for a new SRL, and 5,000 lei once net turnover passes 400,000 lei (art. VI Law 239/2025); existing SRLs have until 18 December 2027. Under art. 9^1(2) of Law 31/1990 in its January 2024 text, 30% is paid within 3 months of registration and the cash balance within 12 months.
How many members can an SRL have, and who runs it?
At most 50 (art. 12 Law 31/1990). The SRL is run by one or more administrators, who need not be members (art. 197(1)). The general meeting approves the annual financial statements and the distribution of net profit (art. 194(1)), and censors are compulsory once there are more than 15 members (art. 199(3)).
Does an SRL pay 1% or 16% tax?
The micro-enterprise regime is optional: 1% of revenue from 1 January 2026, up to EUR 100,000 of revenue, with at least one employee and one micro-enterprise per member holding more than 25% (art. 47 to 51 Fiscal Code). Otherwise the SRL pays profit tax at 16% of taxable profit (art. 17). Which regime suits a company is not concluded here.
What tax is due when I take dividends out of the SRL?
For dividends distributed from 1 January 2026: 16% final tax for an individual (art. 97(7) Fiscal Code), 16% for a Romanian company (art. 43(2)) and 16% withholding for a non-resident, capped by the applicable treaty (art. 224, 230). The EU parent-company exemption is not available where the paying company is a micro-enterprise.
What must a new SRL do in its first 90 days?
Open a payment account in Romania within 60 working days, a duty from 1 January 2026 fined at 3,000 to 10,000 lei; declare the beneficial owner; pay in 30% of the capital within 3 months; hire the employee within 90 days if it wants the micro regime; and register the first hire in REGES-Online the day before work starts.
What does an SRL file every month, quarter and year?
Form 112 monthly where it pays salaries; micro or profit tax quarterly by the 25th; the VAT return monthly or quarterly once registered; RO e-Factura uploads within 5 working days of issue; the annual financial statements by 31 May of the following year, or a sworn declaration within 60 days of the year end if it never traded.
Can I sell the SRL later, and who must be told?
Yes. Unless the constitutive act says otherwise, a share sale to an outsider needs members holding three quarters of the capital, and binds third parties from its entry in the register. For a controlling stake, ANAF is notified within 15 days after the transfer by the seller, the buyer or the company; a new beneficial-owner declaration follows within 15 days.