Quick answer
In 2026 most freelancers and founders in Romania choose between a PFA (sole trader, 10% tax on net income plus contributions) and an SRL. A new SRL needs RON 500 of share capital, RON 5,000 once turnover passes RON 400,000. Small SRLs pay 1% micro-enterprise tax on revenue up to EUR 100,000, otherwise 16% profit tax, then 16% on dividends.
Last reviewed: November 2026 · Reviewed by Stéphane Gombauld, tax expert, technologist and digital nomad
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Check my business setup →You want to invoice clients from Romania, or build a company there, and need the right legal form. The rules moved a lot between 2025 and 2026: new capital minimums, a lower micro-enterprise ceiling and a higher dividend tax. After reading, you will know which form fits your income, what each costs in tax and how to register it.
Romania legal forms of business in 2026: the key figures
| Item | 2026 rule | Legal basis |
|---|---|---|
| SRL minimum share capital, new company | RON 500 | Law 239/2025, art. VI(2) |
| SRL minimum capital, net turnover above RON 400,000 | RON 5,000 | Law 239/2025, art. VI(1) |
| Deadline for existing SRLs to top up capital | 2 years from the law's entry into force | Law 239/2025, art. VI(6) |
| Micro-enterprise revenue ceiling | EUR 100,000 from 1 January 2026 (EUR 250,000 in 2025) | Art. 47(1)(c) Fiscal Code, as amended by GEO 156/2024 |
| Micro-enterprise tax rate | 1% of revenue | Fiscal Code, Title III (PwC, secondary) |
| Corporate income tax (impozit pe profit) | 16% of taxable profit | Fiscal Code, Title II (PwC, secondary) |
| Dividend tax | 16% on dividends distributed from 1 January 2026 | Art. 43(2) and 97(7) Fiscal Code, as amended by Law 141/2025 |
| VAT small-business threshold | RON 395,000 of annual turnover | Fiscal Code art. 310; confirmed by the European Commission |
What changed for 2026
- New capital rules for SRLs. Law 239/2025 sets RON 500 for new SRLs and RON 5,000 for those with net turnover above RON 400,000. A company that misses the top-up deadline can be dissolved by the court.
- Micro-enterprise ceiling cut to EUR 100,000. GEO 156/2024 lowered it from EUR 250,000 with effect from 1 January 2026.
- Dividend tax up from 10% to 16% for distributions from 1 January 2026, under Law 141/2025.
- Higher CASS cap for PFAs. Health contribution on independent income is now capped at 72 minimum wages instead of 60 (PwC, secondary).
Is this guide for you?
Read on if you…
- are a freelancer or consultant deciding between a PFA and an SRL;
- are a founder, resident or not, who wants a Romanian company as an EU base or for a local team;
- already own a foreign company and wonder whether a Romanian branch or subsidiary makes sense.
Probably not your case if you…
- need the detail of profit tax deductions and rates; read corporate income taxes in Romania;
- only want to know where you are personally tax resident; see tax residency in Romania.
Which legal forms exist in Romania?
Companies are governed by the Companies Law (Law 31/1990). Sole traders and family businesses fall under Emergency Ordinance 44/2008. All register with the ONRC (Oficiul Național al Registrului Comerțului, National Trade Register Office).
| Form | Liability | Minimum capital | Tax on profits | Tax on extraction | Accounting | Run remotely by a non-resident? |
|---|---|---|---|---|---|---|
| PFA (persoană fizică autorizată, authorised self-employed person) | Unlimited, personal assets exposed | None | 10% on net income | None; profit is already yours | Single-entry books | Possible, but you need a Romanian address and the activity is tied to you |
| II (întreprindere individuală, individual enterprise) | Unlimited | None | As PFA | None | Single-entry books | As PFA |
| IF (întreprindere familială, family enterprise) | Unlimited, members jointly | None | Each member taxed on their share | None | Single-entry books | Family members only |
| SRL (societate cu răspundere limitată, limited company) | Limited to contributions | RON 500; RON 5,000 above RON 400,000 turnover | 1% micro tax on revenue, or 16% profit tax | 16% dividend tax, plus possible CASS | Double-entry, annual financial statements | Yes; foreign shareholders and administrators are allowed |
| SA (societate pe acțiuni, joint-stock company) | Limited | Higher statutory minimum under Law 31/1990 | 16% profit tax | 16% dividend tax | Double-entry; audit rules apply above size thresholds | Yes, but heavy for a solo business |
| Branch (sucursală) of a foreign company | Parent company liable | None | 16% on profits of the Romanian permanent establishment | Depends on the parent's country | Romanian books for the branch | Yes; the parent is the legal person |
PFA, II and IF: the sole-trader family
A PFA is you, registered to trade. You pay 10% income tax on net income: revenue minus business expenses. On top come two contributions, per PwC's 2026 figures (secondary):
- CASS (health): 10% of net income, capped at 72 minimum wages, RON 291,600 for 2026.
- CAS (pension): 25% on a base of at least 12 minimum wages (RON 48,600) if net income is 12 to 24 minimum wages, or 24 minimum wages (RON 97,200) at 24 or more.
The minimum gross wage is RON 4,050 a month from 1 January 2025, under Government Decision 1506/2024, and RON 4,325 from 1 July 2026 according to PwC (secondary). PwC computes the 2026 CASS and CAS bands on RON 4,050; the July rise matters for salaries. The II and IF work the same way for tax; they differ in structure and staffing.
SRL: the limited company
An SRL can have one shareholder. On the micro-enterprise regime it pays tax on revenue, not profit. PwC (secondary) lists for 2026:
- a 1% rate on revenue up to EUR 100,000;
- at least one employee;
- a shareholder holding over 25% can use the micro regime through only one company;
- excluded activities such as banking, insurance, gambling and oil and gas.
Cross EUR 100,000 and you pay 16% profit tax from the quarter in which you crossed it. That rule sits in art. 52(1) Fiscal Code.
Getting money out costs 16% dividend tax. Dividends also count towards CASS on non-salary income: 10% on a base of 6, 12 or 24 minimum wages once that income reaches six minimum wages.
PFA or SRL: which is right for what you do?
Honestly? It comes down to income level, expenses and how much admin you accept.
A PFA fits if you…
- bill moderate amounts and want money in your account without a dividend step;
- have few costs and no need for limited liability;
- want simple single-entry bookkeeping.
The marginal cost on a PFA is high in the middle: 10% tax plus 10% CASS on every extra RON, plus CAS jumps at the 12 and 24 minimum wage thresholds. Above the CASS cap, only the 10% tax keeps growing.
An SRL fits if you…
- earn well, can hire one employee and stay under EUR 100,000 of revenue;
- want limited liability, or clients who prefer contracting with a company;
- plan to reinvest, bring in a co-founder or sell the business later.
Here's the catch: the micro regime requires an employee. The salary costs money, but it also gives you state health and pension coverage.
How do you set up a company in Romania? Step by step
- Check the name with ONRC and reserve it.
- Secure a registered office: a lease, a lawyer's office or a domiciliation provider. You need proof of the right to use the address.
- Draft the articles of association (act constitutiv): shareholders, administrators, activity codes (CAEN) and share capital.
- Pay in the share capital: at least RON 500 for a new SRL.
- File with ONRC, online with a qualified electronic signature, or through a lawyer under power of attorney. Include the beneficial owner declaration.
- Receive the registration certificate with your tax code (CUI).
- Register for VAT if you expect to pass RON 395,000 of turnover, the threshold listed by the European Commission for Romania, or opt in earlier if your clients need it.
- Sign an employment contract with your first employee if you want the micro regime.
Founders abroad can complete the process remotely. Heavnn business setup helps you choose and register the structure.
Can you run a Romanian company from abroad?
You can own and administer an SRL from anywhere. The risk is the company's tax residence, not yours. Romania also taxes foreign companies whose place of effective management is in Romania. Art. 7 pct. 18 of the Fiscal Code defines this locul conducerii efective (place of effective management). It applies where strategic decisions are taken in Romania, or where at least 50% of the directors are Romanian residents. Other countries apply similar tests in reverse.
If you run your SRL day to day from Lisbon or Bangkok, that country may treat the company as its own resident. Or it may see your home office as a permanent establishment, meaning a taxable presence there. Either way you face corporate tax and filings in two places, and a treaty tie-breaker fight.
In practice: keep real substance in Romania. That means a registered office, local bookkeeping, documented board decisions and, for the micro regime, an employee there. If you are leaving Romania yourself, read ceasing your Romanian tax residency and reassess the company at the same time.
Comparing jurisdictions? See legal forms of business in Austria and business forms and independent professional statuses in Malta.
Example – Radu, 38, backend developer with a micro SRL
Radu's SRL invoices RON 300,000 in 2026, under the EUR 100,000 ceiling. Costs are RON 20,000. He employs himself at RON 6,500 gross a month: RON 78,000 a year, plus 2.25% work insurance (PwC, secondary), RON 1,755. Micro tax is 1% of revenue: RON 3,000. Profit left is 300,000 − 20,000 − 79,755 − 3,000 = RON 197,245. Dividend tax at 16% is RON 31,559, leaving RON 165,686. His dividends exceed 24 minimum wages, so CASS is RON 9,720. Net salary after 25% CAS, 10% CASS and 10% tax is RON 45,630. Radu keeps RON 201,596, or 67.2% of revenue, with limited liability.
Radu's structure touched six rules. Yours probably will too.
Get your Romanian setup checked by Heavnn before you register, not after the first tax bill.
Check my business setup →Common mistakes (and what they cost)
- Choosing the micro regime without an employee → The company does not qualify and pays 16% profit tax instead of 1% on revenue.
- Planning on the old EUR 250,000 ceiling → From 2026, crossing EUR 100,000 moves you to 16% profit tax from that quarter.
- Ignoring the capital top-up → An SRL that does not reach the new minimum by the deadline can be dissolved by the court at the request of ONRC or any interested party.
- Budgeting dividends at 10% → Distributions from 1 January 2026 carry 16%. On RON 200,000 of dividends that is RON 12,000 more.
- Managing the SRL entirely from your new country → Dual company residence or a permanent establishment abroad, with double filings and often a higher rate.
Frequently asked questions
What is the minimum share capital for an SRL in Romania in 2026?
RON 500 for a newly incorporated SRL. If net turnover exceeds RON 400,000, the minimum is RON 5,000. Existing SRLs must amend their articles to reach the new minimum within two years of Law 239/2025 entering into force. Capital-only increases completed by 31 December 2026 get a 50% cut in the Official Gazette publication fee.
Can a non-resident open a company in Romania?
Yes. A foreign individual or company can be the sole shareholder and administrator of an SRL without living in Romania. You need a registered office in Romania, a beneficial owner declaration and either a qualified electronic signature or a representative with power of attorney. Watch where you actually manage the company from.
What is the micro-enterprise tax in Romania in 2026?
A tax on revenue instead of profit for small SRLs. For 2026 the ceiling is EUR 100,000 of revenue, down from EUR 250,000 in 2025, and PwC lists a 1% rate. The company needs at least one employee. Banking, insurance, gambling and oil and gas are excluded. Above the ceiling, 16% profit tax applies.
Is a PFA or an SRL better for a freelancer in Romania?
A PFA is simpler and avoids the dividend step, but CAS and CASS can take a large share of mid-range income. A micro SRL pays 1% on revenue and 16% on dividends, but needs an employee and double-entry accounts. Above EUR 100,000 of revenue the SRL moves to 16% profit tax and the comparison tightens.
What is the dividend tax in Romania in 2026?
16% on dividends distributed from 1 January 2026, withheld at source and final. The rate was 10% in 2025. Law 141/2025 made the change. Romanian residents may also owe 10% CASS on a fixed base if dividends and other non-salary income reach six minimum wages in the year.
Does a Romanian SRL need a local director?
No. Administrators can be of any nationality and live anywhere. But where decisions are actually taken drives the company's place of effective management. Running the SRL entirely from another country can make it tax resident there or create a permanent establishment, so many owners keep decision-making and staff in Romania.
Related guides
- Corporate income taxes in Romania
- Business expenses in Romania
- Tax residency in Romania
- Romania tax landscape overview
- Legal forms of business in Austria
- Business forms and independent professional statuses in Malta
- All country tax guides
Sources
- Law 239/2025, minimum share capital of SRLs – ANAF
- Government Emergency Ordinance 156/2024, micro-enterprise ceiling – ANAF
- Law 141/2025, dividend tax and VAT rates – ANAF
- Government Decision 1506/2024 on the minimum gross wage – ANAF
- Romania – Corporate: taxes on corporate income – PwC (secondary)
- SME VAT rules: Romania – European Commission
- Fiscal Code, Law 227/2015, consolidated text – ANAF
- Romania – Individual: other taxes – PwC (secondary)
This guide is general information, not personalised tax advice. See how we research and review.
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