Romania company formation (2026): the 1% micro-company tax and SRL setup

Founders & Company Structures
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To set up a company in Romania, founders register a limited liability company (SRL) with the National Trade Register Office (ONRC). New SRLs need at least RON 500 of share capital from December 2025. A small SRL can pay 1% tax on its revenue instead of 16% corporate tax, but only if revenue stays under €100,000 a year and the company has at least one employee. Dividends paid out are now taxed at 16%.

Last checked: October 2026

In short:

  • From 1 January 2026 the micro-company regime has a single 1% rate on revenue, but the revenue cap fell to €100,000, down from €250,000 in 2025 and €500,000 in 2024.
  • Dividend tax rose from 10% to 16% for dividends distributed from 1 January 2026, and a 10% health contribution (CASS) can apply on top.
  • The regime needs at least one employee and only one micro-company per controlling shareholder, so it suits real small businesses, not one-person holding vehicles.

Romania’s tax rates in 2026

PwC’s Worldwide Tax Summaries for Romania were last reviewed on 25 September 2026. The main rates:

Tax Rate in 2026 Notes
Micro-company tax 1% of revenue Revenue up to €100,000; replaces corporate tax
Corporate income tax 16% of profit Standard rate
Dividend tax 16% Withheld by the company; was 10% in 2025 and 8% in 2024
Personal income tax 10% Flat rate on most income
Health contribution (CASS) on dividends 10% On a capped base, see below
VAT, standard rate 21% Was 19% until 31 July 2025; 11% reduced rate
VAT registration threshold RON 395,000 turnover Raised from RON 300,000 on 1 September 2025

Sources: PwC, PwC Romania, Kinstellar.

The changes came in several steps. Government Emergency Ordinance 156/2024 cut the micro-company revenue cap to €250,000 for 2025 and €100,000 for 2026, and raised dividend tax from 8% to 10% (PwC Romania). Law 141/2025 raised dividend tax to 16% from 1 January 2026 and the standard VAT rate to 21% from 1 August 2025 (PwC Romania). Emergency Ordinance 89/2025, published on 24 December 2025, set a single 1% micro-company rate from 1 January 2026, replacing the 3% rate (PwC Romania).

The micro-company regime

A micro-company pays tax on its revenue, not its profit. That is a good deal when margins are high, as with consulting or software. It is a bad deal for low-margin businesses that would pay little corporate tax anyway.

PwC says a Romanian company can apply the regime if it meets all of these conditions on 31 December of the previous year:

Condition Rule in 2026
Revenue Not more than the RON equivalent of €100,000
Employees At least one
Owners Capital not held by the state or local authorities
One per owner Shareholders holding more than 25% can use the regime for only one company
Filings Annual financial statements filed on time
Status Not in dissolution or liquidation
Excluded sectors Banking, insurance, capital markets, gambling, oil and gas

Crossing the cap. If revenue goes over €100,000 during the year, the company pays 16% corporate tax from the quarter in which it crossed the limit (PwC). Forvis Mazars says the threshold is checked at the end of the previous year and each quarter, revenue of related entities counts toward it, and a company that leaves the regime cannot go back.

Consultancy. Older guides say consulting and management income must be under 20% of revenue. Forvis Mazars says that condition was removed from 2025. In 2025 some activities, including software development, paid a 3% rate instead of 1% (PwC Romania). From 2026 there is one 1% rate.

The employee condition. This is the rule that catches solo founders. A company with no employees cannot use the regime. PwC’s summary does not set out what kind of contract counts, so ask your accountant what the National Agency for Fiscal Administration (ANAF) currently accepts. Hiring someone also brings payroll costs: in 2026 employees pay 25% social insurance and 10% health contribution on gross salary, and employers pay 2.25% (PwC).

A simple example

A micro-company has €90,000 of revenue and €60,000 of profit after costs. It pays 1% micro tax on revenue, which is €900. If it pays the remaining €59,100 to you as a dividend, 16% dividend tax takes €9,456.

You may also owe CASS. PwC says the 10% health contribution applies when your non-salary income, including dividends, reaches six gross minimum salaries, RON 24,300 for 2026. The base is banded:

Your annual non-salary income CASS base CASS due at 10%
Under RON 24,300 None RON 0
RON 24,300 to RON 48,600 RON 24,300 RON 2,430
RON 48,600 to RON 97,200 RON 48,600 RON 4,860
Over RON 97,200 RON 97,200 RON 9,720

So the most CASS you pay on dividends is RON 9,720 a year, however large the dividend. If you do not live in Romania, ask an adviser whether CASS applies to you.

Setting up an SRL

Structure. An SRL can have between 1 and 50 shareholders, and is run by one or more directors appointed by the shareholders (Accace).

Share capital. Law 239/2025 took effect on 18 December 2025. Law firm CMS says it sets a minimum share capital of RON 500 (about €100) for new SRLs. Existing SRLs with net turnover above RON 400,000 (about €80,000) must have at least RON 5,000 (about €1,000), and have two years, until 18 December 2027, to increase it. A company that fails to comply can be dissolved at the request of the Trade Register or any interested party.

Steps. Accace lists the usual sequence:

  1. Check and reserve the company name.
  2. Draft the articles of incorporation.
  3. Provide identity documents for shareholders and directors.
  4. Provide proof of the registered office, such as a lease.
  5. File with the territorial Trade Register Office, on paper or online with a qualified electronic signature.
  6. After registration, register with the social security and labour authorities.

Accace says registration is usually processed within one working day of a complete file.

Fees. Accace’s June 2026 guide says incorporation is free of tax under Law 265/2022, with separate Official Gazette publication costs. In August 2025 the Ministry of Justice published a draft law to introduce ONRC fees from 2026, including RON 200 for registration and RON 20 for a name reservation, with 50% off for online filing (StartupCafe). We could not confirm whether it was adopted. Check the ONRC website before you file. Lawyer, accountant, translation and registered office costs come on top.

VAT

Romania’s VAT exemption threshold for small businesses is RON 395,000 of annual turnover, up from RON 300,000 since 1 September 2025 (Kinstellar). Above it, registration is compulsory. PwC says the standard rate is 21%.

Many founders register earlier. If you sell services to EU businesses, you will deal with the reverse charge and may need a VAT number. Ask your accountant.

Tax residency

The company. PwC says a company is Romanian tax resident if it is set up under Romanian law. A foreign company can also be resident if its place of effective management is in Romania: that is, strategic decisions are made there by executive directors, or at least 50% of the board are Romanian residents. The reverse also matters. If you run a Romanian SRL from another country, that country may claim it.

You. PwC says you are Romanian tax resident if you are domiciled there, your centre of vital interests is there, or you spend more than 183 days in any 12-month period there. If you pass 183 days, you are resident from your first day of arrival. Residents are taxed on worldwide income.

Banking

Accace says a Romanian bank account is mandatory and the company’s legal representatives must attend the account opening in person. Expect to bring the registration documents, identity documents, a description of the business and source-of-funds evidence. Non-resident directors should plan a trip.

Who it suits

  • Founders who live in Romania and run a small, profitable business with at least one employee. 1% on revenue plus 16% on dividends can still be cheaper than many alternatives.
  • Small service businesses under €100,000 with high margins.
  • Founders who want an EU company and a low personal flat tax of 10% on salary.

Pitfalls

The €100,000 cap. It is low, and related companies count toward it. A growing business will move to 16% corporate tax mid-year. Plan for it.

Splitting businesses. Anyone holding more than 25% can use the regime for only one company, and related-party revenue is added together. Setting up several SRLs to stay under the cap does not work.

The 2026 dividend rise. 16% is double the 2024 rate. Older calculations that assume 5% or 8% dividend tax are out of date.

Frequent rule changes. Romania changed the micro-company rules in both 2025 and 2026. Build your plan so it still works under standard corporate tax.

Substance and your home country. If you do not live in Romania, your home country may treat the company as resident there, or tax its profits under its controlled foreign company (CFC) rules. A Romanian SRL run from abroad by a non-resident director is rarely as cheap as it looks.

Related guides: Where to incorporate as a digital nomad: US LLC, UK, Estonia, UAE · Holding company for founders (2026): how it works and where to set one up · Bulgaria company formation (2026): 10% tax, 5% dividends and the EOOD · Tax residency explained: why the 183-day rule is a myth for most countries · Cyprus company formation (2026): the 15% tax, non-dom and setup steps

Quick answers

Q: What is the micro-company tax rate in Romania in 2026?
It is 1% of revenue from 1 January 2026, replacing the 3% rate that applied to some companies before. The company must have revenue of no more than €100,000, at least one employee, and file its accounts on time. A shareholder holding over 25% can use the regime for only one company.

Q: What is the dividend tax in Romania in 2026?
Dividends distributed from 1 January 2026 are taxed at 16%, up from 10% in 2025 and 8% in 2024. The company withholds the tax. Romanian residents may also owe a 10% health contribution (CASS) on a capped base, which is at most RON 9,720 a year for 2026.

Q: How much capital do you need for a Romanian SRL?
Law 239/2025 sets a minimum of RON 500, about €100, for new SRLs from 18 December 2025. Existing SRLs with net turnover above RON 400,000 need RON 5,000, about €1,000, and have until 18 December 2027 to increase their capital. Non-compliant companies can be dissolved.

Sources

This is general information from the Nomad Forums team, not legal, tax or financial advice. Rules change; check the official source or a qualified adviser before acting.

Over to you: If you run a Romanian micro-company, how did you meet the employee condition, and what did your accountant say ANAF accepts? Has anyone registered an SRL in 2026 and been charged ONRC fees?

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