Romanian SRL with a foreign shareholder

Who can be a foreign shareholder in a Romanian SRL

A foreign shareholder Romanian SRL arrangement is one of the most common structures we handle, and Romanian company law is broadly welcoming to it. There is no requirement that a shareholder hold Romanian citizenship or reside in the country, so a non-resident shareholder Romania setup is entirely standard. What matters in practice is not nationality but the quality of your identification documents, the consistency of the details across them, and whether the shareholder is a person or a company.

The distinction that shapes almost everything else is whether each shareholder is an individual or a foreign legal entity. An SRL can have one or more shareholders, and they can be a mix of both types. The two routes follow the same incorporation logic at the Trade Register, but they require different supporting paperwork, different translations, and sometimes different lead times. Sorting this out early prevents the most common cause of delay, which is a document that names the shareholder one way and an address that appears in a slightly different form somewhere else.

Individual foreign shareholders

When the shareholder is a private person, the file is usually lighter and faster to assemble. The core of it is a valid passport or, for EU and EEA citizens, a national identity card, together with a residential address that is stated identically on every document in the file. Romania does not require an individual foreign shareholder to live in the country, but it does expect a clean, traceable identity trail.

In many standard cases an individual shareholder will need to provide the following:

• A valid passport or EU/EEA national identity card
• A residential address that matches across all documents
• A personal tax identification number, which we can arrange where applicable
• A specimen signature and, depending on your country, a power of attorney so the filing can proceed remotely

Whether sworn Romanian translations are required depends on the issuing country and the language of your documents. After document review we can tell you which items need translation and which can be used as they are.

Corporate (foreign legal entity) shareholders

Where the shareholder is a foreign company rather than a person, the Trade Register needs to see the company behind the investment clearly. This means proving that the foreign entity legally exists, who is authorised to represent it, and who ultimately owns and controls it. The file is more involved than for an individual, and it almost always requires recent, officially issued extracts.

A foreign legal entity shareholder will typically be asked for:

• A recent registry extract or certificate of incorporation proving the company exists and is in good standing
• The articles or constitutive documents identifying the legal representatives
• A board or shareholder resolution authorising the investment and appointing a representative for the Romanian filing
• Identification for the individual signing on the company's behalf, plus beneficial ownership details

These documents commonly need to be apostilled or otherwise legalised, and then translated into Romanian by a sworn translator. Because timelines for obtaining and legalising extracts vary by jurisdiction, a corporate shareholding can take longer to prepare than an individual one. The final scope depends on your documents, so we confirm the exact list after reviewing what you already hold.

Share capital, structure and the shareholders' decision

Before anything is filed, the share structure has to be defined: how the share capital is divided, what each shareholder holds, and who will act as administrator. Romanian SRLs can be set up with a modest minimum share capital, and the split between shareholders is recorded in the constitutive act. Getting this right at the outset matters, because altering it afterwards is a separate Trade Register procedure rather than a quick edit.

If your situation is still taking shape, it can help to see how the structure plays out in a worked example through our foreign shareholder scenario page, which walks through the documents and decisions step by step. And if you later need to add a shareholder, transfer shares, or change the administrator, that is handled through company changes as a post-incorporation filing.

Indicative pricing

Forming a Romanian SRL for foreign citizens starts from €300, and a remote SRL together with a registered office is available as a package from €450. A registered office on its own starts from €150 per year, while later company changes start from €200. These are starting points only: the final quote depends on your citizenship, the documents you can provide, the number of shareholders, whether sworn translations are required, and whether the shareholder is an individual or a foreign legal entity. A corporate shareholder with documents that must be apostilled and translated will naturally sit above the entry figure.

Check your case

Every foreign shareholder Romanian SRL file is a little different, and the fastest way to get a realistic answer is to let us review the specifics. Send us your citizenship, your current country of residence, whether you will need a registered office, whether each shareholder is an individual or a company, and the business activity you have in mind. Message us on WhatsApp or use the contact form, and after a short document review we will tell you whether your case looks standard or needs extra preparation, along with a clear quote and the document list to match.