Romanian SRL with a foreign legal entity shareholder

When a foreign company owns a Romanian SRL

It is entirely possible for a foreign business to hold shares in a Romanian limited liability company, either as the sole shareholder or alongside individuals and other entities. When you act as a foreign legal entity shareholder Romania recognises, the Trade Register treats your case differently from a straightforward registration where the founders are private individuals. The company exists in another jurisdiction, so the registry needs reliable, translated proof of who that company is, who is entitled to decide on its behalf, and that the decision to invest in Romania was taken properly.

None of this is unusual, and in many standard cases the structure is approved without difficulty. What it does mean is that the paperwork is heavier and the document review stage matters more. Compared with the baseline process described in our guide to the Romanian SRL for foreigners, a corporate shareholder adds several documents that must be sourced from abroad, certified, and presented in Romanian. Getting these right at the start usually prevents the most common cause of delay: a registry observation asking for a missing or improperly legalised certificate.

The extra documents a corporate shareholder must provide

The core of the added complexity is evidence. The Trade Register wants to see the existence and good standing of the foreign company, the identity of the people who control it, and a formal decision authorising the Romanian investment. Depending on your documents and the country where the parent company is registered, the file typically includes the following:

• A recent registry extract (certificate of incorporation or equivalent) for the foreign company, usually issued within the last few months
• Proof of the legal representative — the director or officer entitled to sign on the company's behalf
• A shareholder decision or board resolution approving participation in a Romanian SRL and naming the Romanian company's administrator
• A power of attorney where a representative or agent will act on the foreign company's behalf in Romania
• Identification documents for the individuals who ultimately stand behind the corporate shareholder, for beneficial-owner reporting

Each foreign-issued document generally needs to be legalised for international use. In practice that means an apostille for countries party to the Hague Convention, or full consular legalisation where the apostille does not apply, followed by an authorised translation into Romanian. We confirm which route fits your country during the required documents review, because the requirement varies and applying the wrong form of certification is a frequent reason a file is returned.

Why translations, apostilles and representative proof matter

Romanian authorities act on documents in Romanian, so any registry extract, resolution or power of attorney drafted abroad must be translated by an authorised translator and, where applicable, the underlying foreign document apostilled or legalised first. The order matters: the apostille is placed on the original or a certified copy before translation, so that the translated bundle reflects a document already valid for cross-border use.

Representative proof is the part founders most often underestimate. The registry must be satisfied that the person signing for the foreign company genuinely has authority to do so, which is why a clean chain — registry extract showing the director, resolution signed by that director, and a power of attorney if someone else acts locally — keeps the case moving. When a foreign company owns a Romanian SRL, gaps in that chain are the single biggest source of follow-up requests, and we review them before anything is filed.

Standard or complex? It depends on your case

Whether your situation is treated as routine depends largely on citizenship, the country of the parent company, and how many layers sit above the Romanian SRL. A single foreign trading company with one director and a clear shareholding is usually straightforward after document review. A structure with intermediate holding companies, multiple corporate shareholders, or jurisdictions that issue unusual certificates may require additional Trade Register observations and a longer preparation stage.

As a guide, Romanian SRL formation for foreign citizens starts from €300, a registered office from €150 per year, and our remote SRL plus registered office package from €450. Later company changes — adding a shareholder, changing the administrator, or updating the registered office — start from €200. Every figure is a starting point: the final quote depends on your citizenship, the documents available, the number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity. We confirm the exact scope once we have seen your structure.

Check your corporate scenario

If a foreign company will hold shares in your Romanian SRL, the most useful first step is to let us look at the structure before you start gathering certificates. As a corporate shareholder Romania recognises, you will need the right extracts and resolutions in the right form, and a short review usually saves a return trip to the notary or apostille office.

Send us your citizenship, your current country of residence, whether you need a registered office, and the desired business activity, together with a brief note on the corporate shareholder and who represents it. Message us on WhatsApp or use the contact form, and we will tell you whether the case looks standard or complex and what your document checklist should contain.