The structure should support the business plan
Before reserving a name, clarify who invests, who manages and how decisions are taken. Shareholder numbers, financing, operating risks and the prospect of outside investment influence the choice of legal form.
The articles should reflect shareholder contributions and rights, directors’ powers and operating rules. In an equally owned venture, a deadlock mechanism deserves attention from the outset. A standard form may be a starting point but cannot resolve every project-specific issue.
SRL share capital in 2026
Law No. 239/2025 sets minimum share capital of RON 500 for newly established SRLs. For SRLs whose net turnover exceeded RON 400,000 in the previous financial year, minimum capital is RON 5,000.
The rule for new companies must be distinguished from the turnover-based capital increase requirement. Companies already registered when the law entered into force have a two-year transitional period to meet the increase required under the latter rule. Subscribed capital and payment of contributions are subject to separate requirements: stating an amount in the articles does not discharge the obligation to contribute it.
Documents and registered activities
Preparing the application starts with the company name, articles of association, details of the founders and directors, registered office documents and applicable declarations. Beneficial ownership and the associated formalities must be assessed against the ownership and control structure. Documents issued abroad may require translations and additional formalities, depending on the country and the type of document.
A new company’s objects must be defined using CAEN Rev.3. The selected codes should reflect its actual activities and sector requirements. Registering a code and filing an operating declaration do not replace any special approvals or licences required to conduct the activity.
Registration and post-incorporation organisation
The application is determined by the trade register registrar under Law No. 265/2022. Electronic filing is also available, subject to signing and certification requirements. Incomplete applications may require further documents; the project timetable should allow for the necessary documentation and checks.
After incorporation, the company must organise its accounting, reporting obligations, payment account and commercial documentation. Its tax treatment should be checked separately with a tax adviser or accountant: forming an SRL does not automatically qualify it for microenterprise income tax.
Murar și Asociații advises Romanian and international entrepreneurs and investors on company structures, documentation and registration formalities. A description of the proposed activities, ownership structure, funding sources and investment timetable will help prepare the initial consultation.
Useful questions
Does minimum capital of RON 500 apply to all existing SRLs?
The RON 500 rule concerns newly established SRLs. Existing companies require a separate check of the obligation linked to net turnover and the statutory compliance deadline.
Does the registration certificate permit any business activity?
No. Activities must be properly registered, and sector-specific requirements and permits remain applicable.
Legal sources
- Law No. 265 of 22 July 2022 on the trade register — text published by ONRC — Articles 75–89, 105–106 and 121–127; Article 129, points 3–10, on articles of association and contributions
- Law No. 239 of 15 December 2025, consolidated text — Article VI(1)–(6): share capital and transitional rules; Article II, point 3: payment account
- National Institute of Statistics Order No. 377 of 17 April 2024 updating CAEN — Articles 1–3 and the CAEN Rev.3 annex; effective from 1 January 2025
- ONRC — information on implementing CAEN Rev.3 — notice of 31 December 2024 and rules for documents filed from 1 January 2025
This analysis provides general information by reference to the sources and date stated. Advice on a specific situation depends on the documents, applicable law and any transitional rules.