Law 239/2025, in force since 18.12.2025, set a minimum capital of 500 lei for a new company, and 5,000 lei for one whose turnover exceeded 400,000 lei.
Within 15 days of signing the articles of association, you apply to register the company in the trade register (Law 31/1990, Article 36(1)).
Every company declares its beneficial owner at the ONRC, on registration and on every change. A holding of more than 25% is an indication (Law 129/2019).
Unless the articles say otherwise, selling shares to an outsider needs approval from holders of three quarters of the capital (Article 202(2)).
Corporate tax of 16% of profit, and dividend tax of 16% on dividends distributed from January 2026 (Tax Code, Articles 17 and 43). Check with a tax adviser.
An SRL in Romania for developers: the short answer
Someone buying one house in Romania does not need a company. Someone building a project almost always does. A foreign developer, Israelis included, usually works through a Romanian limited liability company, an SRL. It is a Romanian legal person, so it can register the land in its name, sign with contractors and banks, and sell units.
The structure itself is simple: shareholders (asociați), a director (administrator), registration in the ONRC trade register and a beneficial owner declaration. What is complicated is everything around it: who decides, what happens when the partners disagree, how money goes in and out, and how all of this looks to the tax authorities in both countries.
One rule before everything: you build the structure before you sign for the land, not after.
Why through a Romanian company
Under Law 312/2005, a citizen of a country outside the European Union acquires land in Romania only under the conditions set in international treaties, on the basis of reciprocity (Article 6(1)). So a buyer from outside the EU, an Israeli for example, does not register land directly in their own name. A buyer of one house solves this with a Superficie right, as we explained in the article on land ownership. A developer needs the land itself, because that is what they design on, get a permit for and mortgage to the bank.
A Romanian company is a Romanian legal person, even when all its shareholders are foreigners, and it registers the land in its own name. Agricultural land outside the built-up area is subject to additional rules, and there you need a separate check.
The question from the buyer's side, whether you need a company to buy a home, we covered in the article on an SRL for buying a home. Here we are on the developer's side.
What the law requires of an SRL
The Romanian Companies Law, Law 31/1990, sets the basics:
- Shareholders. An SRL can be set up by a single person (Article 5(2)), and the number of shareholders cannot exceed 50 (Article 12). Each shareholder is liable only up to their share of the capital (Article 3(3)).
- Director. The company is managed by one or more directors, shareholders or not, appointed in the articles of association or by the general meeting of shareholders (Article 197(1)).
- Registration. Within 15 days of signing the articles of association, you apply to register the company in the trade register of the county where its registered office is located (Article 36(1)).
- Share capital. This is where something changed. Law 239/2025, in force since 18 December 2025, set a minimum capital of 500 lei for a new SRL, and 5,000 lei for a company whose net turnover in the previous year exceeded 400,000 lei (Article VI). If you read that you can open a company with one leu, you read an old rule.
The small amount does not mean the company is small. A development company is usually funded with shareholder loans and bank credit, not with share capital.
Watch out for shareholder loans
The same Law 239/2025 added a rule that directly concerns developers. A company whose net assets, according to its annual financial statements, have fallen below half of its share capital cannot repay loans it received from its shareholders (Law 31/1990, Article 67(2^4)). If the situation is not corrected within the time the law allows, the company may be required to convert those loans into capital (Article 153^24(4^2)). In a project that records a loss during the construction years, this changes how you plan for the money to come back to you.
The beneficial owner: who really holds the company
Under Law 129/2019 on preventing money laundering, every company registered in the trade register files, on registration and on every change, a declaration of its beneficial owner (Article 56(1)). The declaration is entered in a central register kept at the ONRC (Article 19(5)(a)). The beneficial owner is the person who ultimately owns or controls the company, and a holding of more than 25% is an indication of this (Article 4(2)(a)).
For a developer from abroad, this means: if the owners include a foreign company, a fund or a trustee, you need to show the chain up to the person at its end.
A local partner or a joint venture
A Romanian partner has real value: they know the local authority, the contractors and the market. But the question is not whether there is a partner, but where they sit in the structure. Two common routes:
- A partner in the company. The partner holds shares in the SRL, and decisions are made at the general meeting of shareholders. A landowner can bring the land into the company as a contribution in kind.
- A joint venture agreement (asociere în participațiune). A contract in which one party gives the other a share in the profits and losses of a specific operation (Civil Code, Article 1949). It has no legal personality, and towards third parties each partner is bound only for themselves (Article 1951). This is sometimes how you work with a landowner who does not want to sell.
Who decides, and what happens when there is no agreement
By default, the general meeting of shareholders decides by an absolute majority of the shareholders and of the shares, unless the articles of association provide otherwise (Law 31/1990, Article 192(1)). Selling shares to someone outside the company requires, unless provided otherwise, the approval of shareholders holding three quarters of the capital (Article 202(2)).
You build the structure before you sign for the land, not after.
In a company of two equal partners, this default is a recipe for deadlock. So you write in advance, in the articles of association and in a shareholders' agreement:
- Which decisions require everyone's consent, and which are made by majority.
- Who signs what, and up to what amount.
- What happens in deadlock: a casting vote, mediation, or a mechanism by which one partner buys out the other.
- What happens when a partner does not transfer their share of the funding.
- Who can sell shares, to whom and in what order.
A shareholders' agreement is subject to the law and to the articles of association. The wording is drafted by a Romanian lawyer, together with your advisers at home.
Which structure suits you
| Option | When it fits | What to check |
|---|---|---|
| An SRL that is yours alone | One developer who holds the whole project | Who the actual director is, and where decisions are made |
| A joint SRL with a Romanian partner | The partner brings land, connections or management on the ground | Shareholders' agreement, deadlock mechanism, signing rights |
| An SRL with several foreign investors | Several partners funding together | Beneficial owner declaration, share sale rules, who funds when more money is needed |
| A joint venture agreement with a landowner | The landowner does not want to sell the land | Whose name the land is in, what happens at the end, and how losses are shared |
| A private purchase without a company | One house, not a project | A Superficie right over the land, and nothing more |
Before you choose a structure, run the deal itself through the three filters in our free deal check.
Bank account, KYC and bookkeeping
A Romanian bank is a reporting entity under Law 129/2019 (Article 5(1)(a)). It must identify the company and its beneficial owner and understand the purpose of the business relationship (Article 11), and if the check has not been completed, it does not open the relationship. Prepare in advance the articles of association, the details of the beneficial owners and the source of the money you are bringing in. We set out the document file in the guide to source of funds.
Under the Accounting Law 82/1991, every company keeps accounts (Article 1(1)) and files annual financial statements with the tax authority, ANAF (Article 36). In practice, that means a Romanian accountant from day one. And it is not just bureaucracy: a company that did not file its annual statements on time leaves the micro-enterprise regime and moves to corporate income tax (Tax Code, Article 52(2)).
Tax: what we checked, and what you check with an adviser
Romania's company taxes changed several times in 2025 and 2026. According to the consolidated version of the Tax Code (Law 227/2015) from August 2026:
- Corporate income tax: 16% of profit (Article 17).
- Micro-enterprise regime: 1% of revenue (Article 51(1)). It is open to a company whose revenue in the previous year, together with its related companies, did not exceed 100,000 euros, and which has at least one employee (Article 47). From the quarter in which revenue crosses the threshold, the company pays corporate income tax (Article 52(1)). In a project that sells villas, this threshold is crossed quickly.
- Dividend tax: 16% on dividends distributed from 1 January 2026 (Article 43(2), and for non-residents Article 224(4)(b)).
Readers from Israel: Israel and Romania have a double tax treaty, in force since 1 January 1999. Under the Romanian Tax Code, when the treaty rate is lower than the rate in the law, the treaty rate applies (Article 230(1)). An amending protocol has been signed to the treaty, so you check the rate that applies to you in the updated text. For other countries, see Romania's tax treaties by country.
And your home country matters just as much. In Israel, for example, a Romanian company that is in practice managed from Israel may be treated as an Israeli company for tax purposes, and there are reporting duties on holding a foreign company. Before you open a company, sit down with a tax adviser who knows both countries.
The guide for developers abroad, in five parts
This article is part of a series on moving from investing to real estate development abroad:
- Real estate investor or developer abroad: the 7 differences
- Checking land in Romania before you buy it for development
- A building permit in Romania for developers, step by step
- Off-plan sales and the developer's cash flow in Romania
Frequently asked questions
How much share capital do you need to open an SRL in Romania?
500 lei for a new company, under Law 239/2025, in force since 18 December 2025. A company whose net turnover in the previous year exceeded 400,000 lei needs capital of at least 5,000 lei, and tops it up by the end of the following financial year.
Can a foreigner be a shareholder and director of an SRL?
Yes. The Companies Law sets no citizenship requirement for shareholders or for the director. It only lists certain disqualifications, for example someone convicted of certain offences (Article 6(2)). In practice, the bank and the accountant will ask you for identity documents and proof of the source of funds.
Can a foreign-owned Romanian company, for example an Israeli-owned one, register land in its name?
Yes. It is a Romanian legal person, even when all the shares are held by foreigners. The restriction in Law 312/2005 applies to citizens and companies of countries outside the EU, not to a Romanian company. Agricultural land outside the built-up area has additional rules.
Do you need a Romanian partner?
No. An SRL can be set up by a single shareholder, and the director does not have to be Romanian. A local partner is worth it when they bring land, know-how or management on the ground, and then everything is written into a shareholders' agreement.
When do you declare the beneficial owner?
When the company is registered, and every time it changes (Law 129/2019, Article 56(1)). The declaration is entered in the ONRC's register of beneficial owners.
The bottom line
A Romanian company is the usual vehicle for a foreign developer in Romania, and its technical side is not complicated: a small capital, registration, a director and a beneficial owner declaration.
What decides whether the project runs smoothly is what you write beforehand: who decides, what happens in deadlock, how the money comes back, and how the structure looks to the tax authority in both countries.
If you are building your first project in Romania, book a 30-minute call with me. We will go through your structure and prepare the questions for your lawyer and your tax adviser.
Moti Azulay, Compass Group Romania
Sources: Companies Law 31/1990, consolidated version 18.12.2025 (legislatie.just.ro), Articles 3, 5, 6, 12, 36, 67, 153^24, 192, 197 and 202 · ANAF: the amendments to Law 31/1990 by Law 239/2025, including Article VI on share capital · Law 129/2019 on preventing money laundering (legislatie.just.ro), Articles 4, 5, 11, 19 and 56 · Law 312/2005 on the acquisition of land by foreigners (legislatie.just.ro), Article 6 · Civil Code (legislatie.just.ro), Articles 1949 and 1951 · Accounting Law 82/1991 (legislatie.just.ro), Articles 1 and 36 · Tax Code, Law 227/2015, consolidated version 8.8.2026 (legislatie.just.ro), Articles 17, 43, 47, 51, 52, 224 and 230 · Israel Tax Authority: the treaty with Romania
This article is for general information only and is not legal or tax advice. The rules are correct as of 18 October 2026, and company and tax law in Romania and in your home country change often. Choosing a structure for a project requires a Romanian lawyer and a tax adviser who knows the law of both countries, before signing for the land.
Now you know more.
This article is general information, not legal, tax or financial advice. Consult local professionals before any transaction.
