Romanian SRL with a foreign shareholder

Becoming a foreign shareholder in a Romanian SRL

A foreign shareholder Romania arrangement is one of the most common ways non-Romanians take a stake in a local limited liability company, and in most standard cases citizenship is not an obstacle. Romanian law does not restrict ownership of an SRL by nationality, so an individual or a foreign company from almost any country can hold shares. What matters in practice is identification at the Trade Register, a clear share split between the owners, and a clean set of documents that the registrar can accept after review.

This page focuses on what the Trade Register actually needs to record you as an owner and how shares are distributed between participants. It is written for people who are setting up a new company as well as those joining an existing one. If you are still deciding on the broader structure, our overview of the Romanian SRL for foreigners explains how the whole formation works end to end.

Who can be a shareholder

Both natural persons and legal entities can hold shares in a Romanian SRL, and a single SRL can mix the two. A non-resident shareholder Romanian SRL can be a private individual living abroad, a Romanian or EU company, or a foreign legal entity incorporated outside the EU. There is no requirement to live in Romania or hold a residence permit simply to own shares, although directorship and certain administrative steps can have their own conditions that we review case by case.

A few structural rules shape how the company can be built:

• An SRL can have between one and fifty shareholders.
• A person or entity may not be the sole shareholder of more than one single-member SRL at the same time, and a single-member SRL cannot itself be solely owned by another single-member SRL.
• Each shareholder's contribution is expressed as a number of shares (părți sociale) with a fixed nominal value, and the total must equal the registered share capital.

These limits rarely cause problems for a straightforward setup, but they matter when a foreign holding company or a chain of entities is involved, so it is worth confirming them before filing.

Identification at the Trade Register

The core of any foreign ownership file is identification. The registrar must be able to confirm exactly who you are, and for a foreign shareholder that usually means a valid passport for individuals, or incorporation documents and a recent extract for a foreign legal entity. Depending on the issuing country, documents may need an apostille or, where the country is not party to the Hague Convention, full legalisation, followed by a certified Romanian translation.

For a typical foreign individual shareholder, expect to provide:

• A clear copy of a valid passport, and a Romanian tax identification number where applicable.
• A specimen signature or signed declarations required for the incorporation file.
• A power of attorney if you appoint a representative to file on your behalf, allowing the process to be handled remotely in many cases.

For a foreign company acting as shareholder, the registrar generally expects a certificate of incorporation, an up-to-date register extract showing current representatives, and a resolution authorising the Romanian investment. Each of these is reviewed for validity and translation before submission, so the precise list depends on your documents and the country that issued them.

Share distribution and capital

How shares are split between owners is decided in the articles of association and recorded by the Trade Register. The capital is divided into equal-value shares, and each shareholder receives a number of them proportional to their contribution. The split can be anything the founders agree on, for example a 60/40 or 50/50 arrangement, provided the percentages add up to the whole and every owner is properly identified.

Romania removed the previous minimum capital threshold, so the company can be formed with a modest share capital, though the amount should still be sensible for the planned activity. The articles of association also set out voting rights, how decisions are taken, and how shares may later be transferred. If owners join or leave, or percentages change after formation, that is handled through formal company changes filed with the Trade Register rather than informally.

Dividends in general terms

Shareholders are entitled to a share of distributable profit in proportion to their holding, unless the articles provide otherwise. Dividends for a foreign shareholder are generally approved by the shareholders' meeting after the annual accounts are confirmed, and they may be subject to Romanian withholding and to the rules of your country of residence. The exact treatment depends on tax-residence questions and any applicable double-tax treaty, so we describe the mechanism here only in general and recommend confirming the figures with a tax adviser before you rely on them.

Pricing and what is typically involved

Registering a Romanian SRL for foreign citizens starts from €300, and a remote package combining formation with a registered office starts from €450. A registered office on its own is from €150 per year, and later ownership or structure adjustments through company changes start from €200. In every case the final quote depends on your citizenship, the documents you can provide, the number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity, so these figures are a starting point we confirm after reviewing your file.

Check your shareholder requirements

If you want to confirm exactly what a foreign shareholder Romania file needs in your situation, send us a few details and we will review them before quoting. Tell us your citizenship, your current country of residence, whether you need a registered office, and the business activity you intend to pursue, either via WhatsApp or through the contact form. After document review we will outline the identification documents, the proposed share distribution, and the next steps so you can move forward with confidence.