Best Investment & Business Structuring Lawyers in Romania

1. About Investment & Business Structuring Law in Romania

Investment and business structuring in Romania encompasses the legal framework for creating, reorganizing and financing businesses. It also covers cross-border activities, governance arrangements and compliance across corporate, tax, employment and regulatory regimes. The goal is to provide clarity for investors while maintaining transparency and protection for stakeholders.

In practice, investors often choose between forms such as SRL (limited liability company) or SA (joint stock company) depending on ownership, capital needs and governance preferences. Romanian law ties these choices to registration requirements, capital rules, and ongoing corporate duties, including reporting and shareholder controls. A skilled legal counsel helps align corporate structure with commercial strategy and regulatory expectations.

As the Romanian market integrates with the EU, corporate and tax rules interact with European benchmarks and local enforcement. Businesses pursuing growth, mergers, or new investments should consider governance, transfer pricing, anti-money laundering obligations and cross-border tax planning from the outset. A lawyer specializing in investment and business structuring can help design a compliant and tax-efficient framework.

2. Why You May Need a Lawyer

• Foreign investor sets up a Romanian subsidiary (SRL) to enter the EU market. A lawyer helps draft articles of association, appoint managers, and ensure registration with the Trade Registry while securing the desired ownership structure and voting rights.

• You plan a cross-border merger or acquisition involving a Romanian target. Legal counsel conducts due diligence, negotiates share transfers, handles regulatory filings and updates corporate documents to reflect the new ownership.

• You intend a venture capital investment or a growth round. A lawyer drafts or revises a shareholders agreement, implements protective provisions for new investors, and structures preferred equity or convertible instruments for tax and governance clarity.

• You need cross-border tax planning or transfer pricing documentation for Romanian operations. A lawyer coordinates with tax advisers to implement arm's length pricing, documentation requirements and compliance with local rules.

• You must comply with anti-money laundering and beneficial ownership obligations. A lawyer helps identify ultimate beneficial owners, maintain registers, and prepare internal policies to meet AML standards and reporting duties.

• You plan to license IP or establish technology arrangements in Romania. A lawyer drafts licensing agreements, assignment deeds, and non-disclosure terms to protect value while meeting Romanian contract law requirements.

• You need to hire foreign staff in Romania. A lawyer coordinates work permit processes, ensures visa compliance, and aligns employment contracts with Romanian labor law and regulatory approvals.

3. Local Laws Overview

The Romanian legal framework relevant to Investment & Business Structuring rests on several core statutes and regulatory regimes. It is common for investors to rely on a combination of corporate governance rules, civil code principles, and tax provisions when shaping a structure.

Law No. 31/1990 on commercial companies governs the formation, organization and dissolution of most Romanian business entities, including SRL and SA. It covers share capital, governance, decision-making, and the duties of directors and shareholders. The law has been amended multiple times to reflect evolving market practices and EU norms. World Bank overview of Romania's business environment provides context on how regulatory changes affect investment activity.

Law No. 287/2009 Civil Code establishes general rules for obligations, contracts, property, and corporate relationships. It underpins commercial transactions, asset transfers and financing arrangements used in structuring investments. International benchmarking and comparative law analyses highlight how Romania implements civil code principles in business deals. IMF country page for Romania offers macro-level context on the legal environment and economic framework.

Law No. 227/2015 Fiscal Code governs taxation of corporate income, value added tax, and other essential tax rules affecting investment structures. The code is periodically amended to reflect EU directives and national policy goals. For practical tax considerations, see the World Bank and OECD discussions on Romania’s tax regime and investment climate. OECD Romania country page and World Bank Romania overview.

Recent international assessments emphasize that regulatory predictability and tax stability are critical for Romania to improve its investment climate.

Note on recent developments: Romania has seen continuous adjustments to corporate governance and tax practices in the 2020s. Investors should monitor updates to the Fiscal Code and corporate law, and consult a Romanian attorney for tailored guidance on changes that affect structuring and reporting.

4. Frequently Asked Questions

What is the difference between SRL and SA in Romania?

An SRL is a limited liability company suitable for smaller to mid-size investments with private ownership. An SA is a joint stock company designed for larger capitals and public or a wide shareholder base. Each form has distinct governance, capital, and reporting requirements that affect structuring decisions.

How do I start a Romanian SRL for cross-border investment?

Begin with a clear business plan and choose a company name. Prepare and sign the articles of association, appoint managers, deposit the required share capital, and file with the Trade Registry. A local lawyer helps ensure compliance with all formalities.

Do I need a Romanian lawyer to set up a company?

While not legally mandatory, a lawyer reduces the risk of non-compliance and accelerates registration. They help draft governing documents, assist with real-time regulatory checks and coordinate with the Trade Registry.

What are the steps to register a company with the Trade Registry?

Steps include name reservation, notarization of governing documents, deposit of share capital, and filing online or in person with supporting documents. You must also register for tax and social contributions after incorporation.

How long does it take to set up a company in Romania?

Typical timelines range from two to six weeks, depending on document completeness and Registry processing times. Delays can occur if corporate documents require additional verification or documentation is missing.

What is the cost range to form a company in Romania?

Costs include notary fees, registration fees and, for some structures, legal counsel fees. Expect several hundred to a few thousand euros, depending on complexity and required registrations.

Can foreign investors own 100 percent of a Romanian company?

Yes, foreign investors can own 100 percent of most Romanian companies. Some sectors have sector-specific rules or licensing requirements, so professional advice is essential before structuring.

Do I need a shareholders agreement for investments in Romania?

A shareholders agreement is highly advisable for equity investments, to set voting rights, transfer restrictions, and exit mechanics. It complements the statutory framework and reduces disputes among owners.

What permits are needed to hire foreign workers in Romania?

To employ foreigners, you typically obtain a work permit and a residence permit. Your company must meet local labor and qualification requirements, and the work authorization process is coordinated with immigration authorities.

What is the difference between a branch and a subsidiary in Romania?

A branch is an extension of a foreign parent registered in Romania, without a separate legal entity. A subsidiary is a Romanian-registered company with its own legal personality. Tax and liability treatment differ between the two approaches.

Is a transfer pricing arrangement important for cross-border investments?\n

Yes, transfer pricing rules govern pricing between related parties for cross-border services or goods. Proper documentation and compliance help prevent adjustments and penalties during audits.

5. Additional Resources

These official and reputable resources can help you understand Romania’s investment environment and regulatory framework.

• World Bank Romania overview - provides macro and regulatory context for doing business in Romania.
• OECD Romania country page - offers regulatory and tax policy insights relevant to investors.
• IMF Romania country page - outlines economic conditions and policy developments impacting structuring decisions.

6. Next Steps

1. Define your investment goal and preferred corporate form in Romania (SRL, SA or a holding structure) based on ownership, capital needs and management model. Set a realistic timeline for incorporation and initial operations.
2. Prepare a document checklist for incorporation and due diligence, including identification documents, ownership structure, and potential licensing requirements. Gather these materials before contacting counsel.
3. Identify at least three Romanian law firms or attorneys with experience in investment structuring and cross-border matters. Check their track record on similar deals and ask for client references.
4. Schedule initial consultations to compare proposed structures, timelines and fee arrangements. Bring a clear business plan and the anticipated governance framework to each meeting.
5. Review engagement letters and scope of work with your selected attorney. Confirm who handles what tasks, deliverables, and communication channels, including regular updates.
6. Engage your lawyer to draft the necessary governing documents, file with the Trade Registry, and coordinate with tax authorities for registration and compliance. Establish a review timetable for ongoing regulatory changes.