1. About Investment & Business Structuring Law in Bucharest, Romania
Investment and business structuring in Bucharest centers on creating and organizing legal entities, optimizing ownership and control arrangements, and ensuring compliance with Romanian corporate, tax, and regulatory rules. The capital city hosts many startup accelerators, multinational offices, and holding structures used by foreign and local investors.
Key aspects include selecting a business form (eg, SRL or SA), registering with the Trade Registry, and designing ownership and governance arrangements to meet Romanian and EU requirements. Practitioners frequently advise on cross-border holdings, transfer pricing, and the structuring of local branches or subsidiaries to achieve efficient management and fiscal outcomes.
In Bucharest, as in other major Romanian cities, corporate structuring also intersects with sector-specific permits, labor law considerations, and real estate compliance for office space and data processing facilities. A local lawyer helps align corporate strategy with current statutes, regulatory filings, and deadlines.
Romania is actively modernizing its business environment, with ongoing reforms to ease starting a business, register companies, and improve tax administration. World Bank - Romania overview
World Bank: Romania country overview
The OECD highlights reforms in Romania aimed at simplifying corporate procedures and strengthening governance in the private sector. OECD Romania country profile
OECD Romania profile
2. Why You May Need a Lawyer
Below are concrete, Bucharest-specific scenarios where investing in legal counsel makes a meaningful difference.
- Setting up a Romanian SRL with a foreign partner - You need precise shareholding structures, management delegation, and documentation to comply with the Companies Law and to prevent future disputes during capital increases or transfer of shares.
- Structuring a local holding company for multiple EU subsidiaries - A lawyer can design tax-efficient intercompany arrangements, define transfer pricing methods, and ensure cross-border compliance with the Fiscal Code and procedures.
- Redomiciling an existing entity into Romania or reorganizing a Bucharest-based entity - Complex corporate reorganizations require careful alignment of shareholder rights, creditor protections, and registrational steps with the Trade Registry.
- Negotiating joint ventures with Romanian partners in sectors like IT, real estate, or manufacturing - A lawyer drafts and negotiates shareholder agreements, agency contracts, non-compete clauses, and exit provisions that reflect Romanian law and enforceability in Bucharest courts.
- Structuring employee benefits and equity plans for Bucharest offices - Local employment and tax rules affect equity plans, stock options, and payroll considerations for Romanian employees.
- Managing real estate acquisitions or leases for a Bucharest HQ - Legal due diligence, lease negotiations, and compliance with local land and property regulations help avoid latent risks in a high-value office location.
3. Local Laws Overview
Romania governs Investment & Business Structuring through a combination of company law, fiscal rules, and procedural codes. The following laws are central to most Bucharest-based structuring projects:
- (as republished and amended) governs formation, governance, and dissolution of Romanian companies, including SRLs and SA structures. It sets shareholding rules, director duties, and shareholder rights applicable to entities registered in Bucharest.
- governs corporate income tax, value-added tax, and other direct and indirect taxes in Romania. It shapes the tax implications of corporate structuring and intra-group transactions.
- governs tax administration, procedures for filing, assessment, and dispute resolution with ANAF (the Romanian tax authority). It affects timing, documentation, and notices in structuring projects.
In addition to these core statutes, practitioners must monitor updates to fiscal measures, anti-money laundering requirements, and corporate governance standards that affect Bucharest-based operations. For context, Romania has pursued reforms to ease business start-ups and to improve tax administration as part of its participation in EU economic policy frameworks.
The World Bank notes reforms in corporate procedures and tax administration that influence how businesses in Romania organize ownership and compliance. World Bank - Romania overview
World Bank: Romania country overview
OECD analysis emphasizes governance improvements and streamlined business processes that impact company formation and intragroup transactions in Romania. OECD Romania country profile
OECD Romania profile
4. Frequently Asked Questions
What is the standard form of business in Bucharest for foreign investors?
The most common form is the SRL (limited liability company) with minimum share capital and Romanian registration. This structure suits small to mid-size ventures and allows flexible governance.
How do I start a company in Bucharest step by step?
Prepare documents, choose a company form, obtain a unique tax identifier, register with the Trade Registry, and open a local bank account. The process typically takes 5-15 business days depending on completeness.
What is the minimum share capital for an SRL in Romania?
Effective practice allows for a modest minimum share capital, commonly 200 RON for an SRL, with subsequent capital calls defined by the articles of association. Verification with the Trade Registry is required.
When should I appoint a local legal counsel in Bucharest?
Engage counsel before drafting the articles of association, during due diligence for acquisitions, and prior to signing major agreements. A local attorney understands Bucharest registry and court practices.
Can I structure a cross-border holding in Romania for tax efficiency?
Yes, a holding structure can be designed to optimize intra-group services and dividends, but it requires careful alignment with the Fiscal Code and transfer pricing rules. Documentation is key.
Should I consider employment law implications when moving staff to Bucharest?
Yes. Romanian labor law governs hiring, terminations, and benefits, and local practice in Bucharest may differ from other regions. Seek counsel to harmonize contracts with EU standards.
Do I need a local notary and translation for documents?
Notarization and certified translations are typically required for official filings and cross-border documents. Use sworn translators familiar with Romanian corporate filings.
Is it necessary to appoint a Romanian resident director for an SRL?
Romanian regulations often require at least one administrator to be a resident of Romania for certain corporate structures. Confirm with the Trade Registry for the current rule and exceptions.
How much does a Bucharest based corporate attorney typically charge?
Fees vary by firm and complexity, but expect a mix of fixed fees for routine filings and hourly rates for advisory work. Obtain a written engagement letter with a clear fee schedule.
What is the typical timeline to register a new Bucharest office?
Registration for a new Bucharest entity generally completes within 5-15 business days after document submission, pending due diligence and verification of signatures and capital.
Can a lawyer assist with negotiations for a Bucharest real estate lease?
Yes. A lawyer reviews terms, ensures compliance with local zoning and land use rules, and protects your rights in the event of landlord disputes or renewal negotiations.
How do I handle transfer pricing documentation for Bucharest operations?
Prepare a transfer pricing study, keep contemporaneous documentation, and align intercompany charges with the Romanian Fiscal Code and OECD guidelines where applicable.
5. Additional Resources
- - Provides macroeconomic context, investment climate indicators, and policy reforms affecting business structuring in Romania. World Bank
- - Offers comparative policy analysis on enterprise regulation, governance, and tax administration relevant to structuring. OECD
- - Provides finance and advisory services for private sector projects in Romania, including corporate restructuring and market entry. EBRD
6. Next Steps
- - Clarify whether you need formation, restructuring, tax optimization, or cross-border advisory. Write a brief scope of work for referrals.
- - Prepare passport copies, proof of address, articles of association drafts, and any existing contracts or IP registrations.
- - Review firms with corporate, tax and real estate practice areas and demonstrated experience in cross-border matters.
- - Verify attorney licenses, client references, and recent comparable matters. Prioritize those with Bucharest registry experience.
- - Discuss strategy, timelines, and fee arrangements. Request a written engagement letter with a detailed fee schedule.
- - Ensure scope, deliverables, and dispute resolution terms are clear. Confirm any local language requirements for filings.
- - Provide all documents, confirm milestones, and set regular progress updates. Maintain a centralized file for filings and notices.
Lawzana helps you find the best lawyers and law firms in Bucharest through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Investment & Business Structuring, experience, and client feedback.
Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters.
Get a quote from top-rated law firms in Bucharest, Romania — quickly, securely, and without unnecessary hassle.
Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.
