Company Formation in Romania 2026: EU Access at Micro-E...

Romania offers EU market access, a flat 1% tax on revenue, and company formation costs under EUR 1,200 for residents. That pitch has turned Bucharest into a magnet for digital entrepreneurs and small e-commerce operators across Europe. But the 2026 changes to the micro-enterprise regime, including a halved revenue ceiling, a doubled dividend tax, and a new banking obligation, mean the math has shifted. Here is what actually works, what doesn't, and who should bother.

The SRL: Romania's workhorse entity

The Societate cu Raspundere Limitata (SRL) is the Romanian equivalent of an LLC. It is the standard vehicle for small and medium businesses, and the only entity type eligible for the micro-enterprise tax regime. Registration runs through the National Trade Register Office (ONRC), with tax registration handled separately by ANAF.

Formation takes 5 to 10 working days at ONRC, with the full process (including tax registration, bank account opening, and initial filings) typically wrapping up in about two weeks. The ONRC state registration fee is approximately RON 250, or about EUR 50. Minimum share capital was increased to RON 500 (roughly EUR 100) on 1 January 2026, up from the previous RON 200. It is still among the lowest in the EU.

For Romanian residents handling formation themselves, total costs land between EUR 600 and EUR 1,200 including notary fees, registered office arrangements, and initial accounting setup. Non-residents using a full-service formation agent should budget EUR 1,900 or more, depending on whether virtual office, nominee director, or power of attorney services are needed.

The 1% micro-enterprise tax: what changed in 2026

Romania's micro-enterprise regime taxes revenue, not profit. For businesses with high margins and low costs, this is extraordinarily favourable. For businesses with thin margins, it can be punitive because you pay tax on gross income regardless of expenses.

The 2026 rules simplified the rate structure to a single 1% on all revenue, replacing the previous two-tier system (1% for companies with employees, 3% without). That sounds like a cut. It isn't, for most companies, because the revenue ceiling was slashed from EUR 250,000 to EUR 100,000. Any SRL exceeding EUR 100K in annual revenue, or failing other eligibility criteria, moves to the standard 16% corporate income tax on profit.

Three other eligibility conditions matter. First, the SRL must have at least one full-time employee. This can be the shareholder, but it must be a genuine employment contract with social contributions paid. Second, each natural person can hold more than 25% in only one micro-enterprise. You cannot run five SRLs at 1% each. Third, sector restrictions that previously excluded consulting, IT, and certain professional services have been abolished. All sectors are now eligible, which is the one genuinely positive change.

The dividend tax hike changes the extraction math

The dividend tax rate jumped from 10% to 16% on 1 January 2026. Combined with the 1% revenue tax, the total effective tax on money extracted as dividends from a micro-enterprise is now roughly 16.8% of revenue (1% on revenue, then 16% on the distributed remainder). That is still competitive by EU standards, but it is materially higher than the approximately 10.9% total rate that applied in 2025.

For a consultant earning EUR 80,000 in revenue with minimal costs, the calculation looks like this: EUR 800 in micro-enterprise tax (1%), leaving EUR 79,200 in profit. Distributing that as dividends incurs EUR 12,672 in dividend tax (16%), for a total tax burden of EUR 13,472, or about 16.8% of revenue. Compare that to Portugal's NHR successor regime, Estonia's 0% retained earnings approach, or Hungary's KIVA system, and Romania's advantage narrows considerably once you factor in social contributions on the mandatory employee salary.

Social contributions on employment income add another layer. Health insurance (CASS) is 10%, pension (CAS) is 25%, and income tax is 10%, applied to gross salary. If the shareholder-employee pays themselves the minimum wage (roughly RON 4,050/month in 2026), the social contribution cost is manageable. If they pay a higher salary to build pension entitlements or satisfy substance requirements, the combined burden climbs quickly.

The banking obligation: Law 239/2025

A new requirement effective in 2026 mandates that every SRL must open a Romanian bank account within 60 business days of registration. This sounds trivial but has practical friction. Romanian banks have tightened onboarding procedures in response to AML directives, and non-resident shareholders, particularly those without a Romanian address or local economic ties, frequently face delays or rejections. Several neobanks and fintechs that previously served as workarounds have pulled back from Romania or restricted business account offerings.

The tax authority also requires that all tax payments be made from a Romanian bank account. Companies that previously operated through foreign accounts (technically permissible in some configurations) now face a hard deadline to establish local banking relationships.

Who does Romania actually work for?

The micro-enterprise regime in 2026 is best suited for a specific profile: a solo operator or small team earning under EUR 100K in revenue, with high margins (software, consulting, freelance services), willing to employ at least one person (often themselves), and wanting EU market access with Schengen travel freedom. Romania became a full Schengen member on 1 January 2025, including land borders, which removed the last practical barrier for entrepreneurs wanting to base themselves in Bucharest or Cluj.

For companies expecting to grow past EUR 100K in revenue, the regime becomes a staging post rather than a destination. Crossing the threshold triggers the 16% CIT on profit, which is competitive but not exceptional. The planning question becomes whether it is worth establishing in Romania at 1% and later transitioning to 16%, or starting in a jurisdiction with a more scalable structure from day one.

Can this regime survive?

Romania has modified its micro-enterprise rules almost every year since 2016. The revenue ceiling has moved from EUR 500,000 to EUR 1,000,000, back down to EUR 500,000, then EUR 250,000, and now EUR 100,000. The rate structure has toggled between 1% and 3% multiple times. The dividend tax has gone from 5% to 8% to 10% to 16%. Each change was presented as a final stabilisation. None has been.

The European Commission has flagged Romania's micro-enterprise regime in successive Country Specific Recommendations as creating "distortions in the tax system" and discouraging business growth. The IMF has made similar observations. With Romania running fiscal deficits above 5% of GDP and under excessive deficit procedure from the EU, further tightening, whether through a lower revenue cap, a higher rate, or additional restrictions, is more likely than not within the next two to three years.

For entrepreneurs already in Romania with established businesses, the regime remains attractive even in its diminished 2026 form. For those considering a move specifically for the 1% rate, the question is whether a regime with this track record of instability justifies the relocation cost and administrative burden. Build your plan around what Romania offers structurally (EU membership, Schengen access, low cost of living, growing tech ecosystem) rather than around a tax rate that has changed seven times in ten years.

Share transfer rules tightened

One final note for those acquiring or restructuring Romanian companies: transfers of controlling stakes in an SRL now require prior notification to ANAF and a tax clearance certificate. This applies to share purchases, mergers, and certain restructuring transactions. The clearance process can take several weeks and adds a due diligence step that didn't exist before. Factor this into deal timelines and transaction costs.