Share capital for Romanian SRLs with foreign founders

What share capital means for a Romanian SRL

The share capital of a Romanian SRL is the amount the shareholders commit to the company when it is formed, divided into shares that represent ownership. For most foreign founders the practical point is that the share capital for a Romanian SRL is modest and rarely the obstacle people expect it to be; the harder questions are usually about documents, signing, and translations rather than the money itself. The capital is declared in the articles of association, recorded at the Trade Register, and sets out who owns what proportion of the company.

It helps to separate two ideas that are often confused. The share capital is the founding contribution that fixes ownership, while the company's working funds are whatever you later add to operate the business. You do not need to fund a large balance to register a Romanian SRL for foreigners; you need to set a sensible capital figure, split it clearly between the shareholders, and make sure that split is consistent across every document in the file.

Minimum capital in Romania

Romanian law sets a minimum capital for forming an SRL, and in practice the legal floor is low enough that it is almost never the deciding factor in whether to register. Rather than quote a fixed figure that could change or be misread, we confirm the current minimum capital Romania requires for your specific case at the document-review stage, together with how it should be deposited and evidenced. What matters for planning is that the entry threshold is accessible, and that you can choose a capital amount at or above that floor depending on how you want the company to present to banks and partners.

Some founders deliberately set the capital a little higher than the minimum, because a very small figure can look thin to a bank during account onboarding or to a counterparty reviewing your company. This is a commercial judgement rather than a legal requirement, and we are happy to talk it through, but there is no obligation to over-capitalise. In many standard cases a straightforward, compliant figure is perfectly adequate.

How shares are distributed among foreign founders

The share distribution of an SRL records how ownership is split between the shareholders, and it is one of the few decisions that is genuinely worth getting right at the start. A single founder simply holds all the shares. Where two or more people, or a foreign legal entity, are involved, you decide the percentages, and those percentages flow through to voting, to how profits are allocated, and to what happens if ownership later changes. The split must be expressed cleanly in whole shares so the arithmetic in the articles is internally consistent.

For founders coming in as a group, a little planning avoids friction later. It is worth agreeing not only the headline percentages but also who will act as administrator, since the person who owns the company and the person who manages it can be the same or different. When a foreign legal entity is one of the shareholders, the file grows: the registry will expect corporate documents, proof of good standing, and evidence of who is authorised to sign for that entity, usually translated and, where applicable, apostilled. We confirm the exact list after reviewing your structure rather than assuming it.

Changing the capital or ownership later

Neither the capital nor the ownership split is locked for the life of the company. You can increase the share capital, or transfer shares to bring in a new partner or release an existing one, but each of these is a formal amendment filed at the Trade Register rather than an internal note. Because they alter the public record, they are handled as company changes, with the appropriate decisions, updated articles, and supporting documents prepared so the registry sees one coherent set of paperwork.

Treating the initial setup with a little care therefore pays off, since a clean starting structure means fewer amendments down the line. Company changes for foreign-owned SRLs start from €200, though the final quote depends on your citizenship, your documents, the number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity.

Indicative pricing

Romanian SRL formation for foreign citizens starts from €300, a registered office from €150 per year, and a combined remote SRL and registered office package from €450. Later adjustments, including a capital increase or a share transfer, start from €200. These are starting points only; the share capital you deposit is separate from our professional fee, and the final quote depends on your citizenship, your documents, the number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity.

Check your case

If you are deciding how much share capital to set or how to split ownership between founders, the most useful next step is a short review of your plan. Send us your citizenship, your current country of residence, whether you need a registered office, and the business activity you intend to carry out, by WhatsApp or through the contact form. We will tell you the current minimum that applies, suggest a sensible capital and share distribution for your situation, and confirm which documents your specific structure will require.