Romanian SPV for solar and battery storage projects

Who this guide is for

This guide is for developers, investors and funds from abroad that hold solar or battery storage projects in Romania through a dedicated project company, or SPV, usually a Romanian SRL. It covers the company side of a project: forming the SPV, choosing its activity codes, its registered office and the corporate changes over the project's life.

We have set up SRLs for founders in the energy sector.

What we do and what energy specialists do

An energy project needs two kinds of work, and we only do one of them.

What we handle:

• forming the SPV, including when the shareholder is a company abroad;
• a registered office for one SPV or for several;
• share transfers when a project, or a stake in it, is sold;
• changing the administrator;
• updating the activity codes and other details registered at the Trade Register.

What energy specialists handle:

• licences and authorisations from ANRE, the Romanian energy regulator;
• grid connection;
• building permits and the procedures for the land the project uses;
• due diligence on the project, its land rights and its permits;
• financing and tax structuring.

We do not advise on these. If you already work with energy lawyers or technical advisers, we handle the SPV's corporate file alongside them.

Why a separate project company

Each project is often held in its own SRL, so it can be financed, sold or restructured on its own. Permits, land rights and contracts are usually obtained in the project company's name. A project can then change hands through a transfer of the company's shares, rather than a transfer of each permit and contract. Whether that works for a given project is for your energy lawyers to confirm.

Choosing the CAEN codes

Romania classifies business activities under CAEN Rev. 3, in force since 1 January 2025 and aligned with the EU classification NACE Rev. 2.1. Producing, storing and selling electricity have separate codes:

• 35.12 Production of electricity from renewable sources. Operating generation facilities that use photovoltaic or thermal solar energy, wind, hydropower, geothermal energy, biogas and similar sources. This is the code for a solar park.
• 35.16 Storage of electricity. Converting electricity into a form that can be stored, storing it and converting it back, for example in battery, pumped storage or compressed air facilities, and feeding the stored electricity into the grid. This is the code for a battery storage project.
• 35.15 Trade of electricity. Selling electricity on the company's own account. It also covers operating charging stations for electric vehicles.
• 35.40 Brokers and agents for electric power and natural gas. Arranging sales of electricity or gas for others.

Electricity released from storage stays under 35.16, not 35.12. Production from fossil fuels or nuclear energy is 35.11.

Building the project has its own codes. 42.22 covers the construction of solar and wind farms and power lines. 43.21 covers electrical installation, including photovoltaic systems on buildings and power storage systems.

Typical set-ups

These examples show how the codes usually combine. The final list depends on what each company will really do.

• Solar park SPV: 35.12 as the main code.
• Standalone battery storage SPV: 35.16 as the main code.
• Solar park with storage on the same site: 35.12 and 35.16, with the main code set by the activity expected to bring in more revenue.
• Company that lets land or roofs to a solar developer: 68.20, which expressly includes letting roofs for solar installations.
• Contractor building or installing projects: 42.22 for solar farms, and 43.21 for rooftop systems and storage installations.

Selling electricity and installing electrical systems can need an ANRE licence or certification of their own. The code alone does not allow the company to carry out these activities.

You can check what each code covers, including what it excludes, in our CAEN code search in English.

Existing SPVs

Companies registered before CAEN Rev. 3 came into force may hold activity codes that no longer describe a solar or storage project precisely. If an SPV's registered codes do not include 35.12 or 35.16 where they should, they can be updated through a company change. See changing CAEN codes for a Romanian SRL.

Forming the SPV

An energy SPV often has a company as shareholder, such as the developer's or investor's company abroad. The file then needs:

• proof that the shareholder company exists, from its home registry;
• proof of who may sign for it;
• the shareholder's decision to set up the Romanian SRL and appoint its administrator;
• translations into Romanian where required.

The file also names the beneficial owners: the individuals who ultimately own or control the SPV, through every layer of the group. For large groups, map this chain before the documents are prepared. See Romanian SRL with a foreign legal entity shareholder for how the documents are prepared.

The minimum share capital is RON 500 at formation. A company whose net turnover exceeds RON 400,000 must raise it to RON 5,000.

Registered office and the project site

Every SPV needs a registered office in Romania, its legal address for the Trade Register and official mail. A developer with several projects can keep all its SPVs at our registered-office address, each with its own agreement.

The project site is where the activity happens, not the registered office. Whether the site is registered as a working point (punct de lucru), and at which stage of the project, depends on the project. Tell us at the start where each site is, and we will check with you what the registration file needs.

Corporate changes during the project

Over its life, an SPV usually goes through several Trade Register filings. We handle them as company changes:

• Share transfers. When the project or a stake is sold, the shares change hands through a transfer agreement, updated articles of association and a Trade Register filing. See adding a shareholder to a Romanian SRL for how a share transfer works.
• New administrator. A buyer usually appoints its own administrator at closing. See changing the administrator of a Romanian SRL.
• Capital increases, registered office changes and updates to the activity codes.

A sale in the energy sector can also need approvals beyond the Trade Register, for example from competition or investment screening authorities. Your transaction lawyers assess them. Tell us the planned closing date early, so the Trade Register documents are ready to sign when the transaction closes.

What it costs

Energy SPVs are quoted separately after review. The quote depends on the shareholder structure, the documents coming from abroad and the number of companies and filings. Send us the structure on WhatsApp for a quote.

After registration

The SPV opens a bank account, appoints an accountant and settles its tax and VAT position. Licensing, grid connection and permits continue with your energy specialists. These are separate processes that we do not handle. Our after-incorporation checklist lists the usual company steps.

Check your case

Tell us on WhatsApp who will own the SPV, where the shareholder is registered, how many projects or companies are involved, and whether you need a new SPV or changes to an existing one. We will tell you which documents to prepare and send a quote.