Setting up a Romanian LLC in 2026: steps, documents and the costly mistakes

Incorporating a Romanian limited liability company takes, under normal conditions, 3–5 working days from filing a complete application with the Trade Register. The hard part is not the procedure but the decisions written into the articles of association — because correcting them later costs time and money.

The steps

1. Name reservation. Availability is checked and the name reserved for 3 months. Watch out for names containing restricted words, which require prior approvals.
2. Registered office. A loan-for-use agreement, lease or title deed, plus the consent of the owners' association and immediate neighbours if the office is in a residential block.
3. Drafting the articles of association. This is where capital, each shareholder's contribution, the scope of activity and — most importantly — the directors' powers are decided.
4. Depositing the share capital with a bank and obtaining proof.
5. Statutory declarations on meeting the legal conditions, plus the beneficial-owner declaration.
6. Filing the application and obtaining the registration certificate and confirmation certificates.

The decisions that actually matter

Directors' powers. If the company has two or more directors, state whether they act jointly or severally. "Jointly" blocks routine operations; "severally" with no value cap lets a single director bind the company to any contract.

Activity codes. Include from the outset the activities you will carry out in the first few years. Each later addition means a shareholders' resolution, a filing and fees.

Share split. A 50/50 split between two shareholders looks fair but deadlocks every decision in a disagreement. Either set a ratio that allows decisions to be taken, or build in a deadlock-breaking mechanism from the start.

Shareholders' agreement. A separate document covering what the articles do not: pre-emption rights on transfer, non-compete clauses, exit of a shareholder, valuation of shares. It costs little now and saves a great deal later.

Share capital

There is no statutory minimum any more. In practice, capital of a few hundred lei signals a company without substance to banks, large partners and in public tenders. Match it to the actual business.

Shareholder liability

The rule is that a shareholder is liable up to their contribution. The exceptions — director liability for fraudulent management, liability in insolvency, use of the company to defraud creditors — are real and frequently applied. Keeping personal and company assets strictly separate is not an accounting formality but legal protection.