How to Start an SRL Step by Step – Required Documents, All in One Place

January 30, 2025

14 min read

Starting an SRL (Limited Liability Company) in Romania may seem like a complicated process if you're encountering bureaucracy for the first time. However, if you follow the steps correctly and understand what each stage involves, you can go through it all without the help of a lawyer or specialized firm.

In this guide, we explain in detail what documents are needed to start an SRL, how to complete each one, and what you need to do at each step, so you don't miss anything important.

Documents Required for Starting an SRL

Company registration application
SRL constitutional act
Proof of registered office
Administrator's signature specimen
Declarations on own responsibility
Copies of identity documents
Proof of company name reservation
Proof of share capital deposit

Documents Required for Starting an SRL in Romania

To be able to start an SRL, you need to prepare a file containing several documents. These must be completed correctly and submitted to the Trade Registry. Any omission or error can lead to file rejection.

Company registration application (ONRC form)

This is the basic document that forms the basis of the entire process. It's a standard form issued by ONRC, which is completed with:

the chosen company name (according to reservation);
registered office address;
full names of founders (partners) and administrators;
legal form (SRL);
main field of activity (with NACE code);
data about share capital and its distribution;
choice of management method (single administrator or board).

The application can be completed online or directly at the ONRC counter and must be signed by all founders.

SRL constitutional act

This document defines your company from a legal perspective. It's the equivalent of an 'operating contract' and must include:

complete data of partners (name, CNP, address);
share capital value and each partner's quota;
exact registered office;
company's activity purpose (main object + NACE code);
list of secondary activities (optional);
company's operating duration (unlimited, in general);
administrator(s) data (name, powers, mandate duration);
decision-making method and profit distribution.

ONRC offers standard constitutional act models, but if you have multiple partners or want a personalized structure, we recommend drafting it carefully or even with legal consultancy.

Proof of registered office (contract and agreements)

Any company must have a declared office. This can be:

in the personal residence of one of the partners;
in a rented space (from an individual or legal entity);
in a space offered through commodate (free);
through 'virtual office' services, offered by specialized companies.

The necessary documents are:

commodate or rental contract, signed between parties;
agreement of the homeowners' association and direct neighbors (if the office is in a residential building);
proof of contract registration with ANAF, within 30 days of signing (in case of rental).

Administrator's signature specimen

This is a document through which the company administrator officially assumes the role and signs publicly before authorities. You have two options:

You can sign before a public notary;
Or at the Trade Registry, in the presence of an official.

The document must contain the administrator's full name and handwritten signature.

Declarations on own responsibility

These are completed on standard forms provided by ONRC and must be signed by:

each partner;
each administrator.

Through these declarations, founders and administrators confirm that they meet legal conditions (are not incompatible, have no prohibitions, etc.) and that the provided data is real.

Copies of identity documents (ID)

Each person involved in the company – partner or administrator – must present a legible copy of their identity card. If filing online, these copies must be clearly scanned and uploaded in PDF format.

Proof of company name reservation

This is a certificate issued by ONRC confirming that the company name is unique and available. To obtain it:

complete an application with several possible names;
it's automatically checked in the national database;
if the name is available, you receive the reservation certificate, valid for 30 days.

This certificate is mandatory for completing the rest of the documents.

Proof of share capital deposit

The minimum share capital for an SRL in Romania is 200 lei. To obtain proof:

open a temporary bank account in the name of the future company;
deposit the minimum required amount;
receive an official document from the bank attesting the deposit.

After the SRL is established, the account becomes active and can be used for company activity.

Reserving the SRL Company Name

Name reservation is the first official step in the SRL establishment process. Without a name reservation certificate, you cannot continue with other documents, as all acts will contain this exact name. The company name must be unique nationally and respect the rules established by the Trade Registry.

What you need to know before choosing the company name

The name must be clearly distinct from other already registered companies;
It's mandatory to add the legal form at the end: SRL;
You cannot use restricted or protected terms (e.g., 'national', 'Romanian', 'bank', 'university') except with special approvals;
You can manually verify if the name is available using the search function on onrc.ro.

To avoid application rejection, it's recommended to include 2-3 alternative name variants in the form.

How to effectively reserve the company name

The reservation process can be done online, at the counter, or through a representative. The fastest method is online.

Online reservation – exact steps

Access the platform https://portal.onrc.ro;
Create an account with a valid email address;
Choose the section 'Availability check and company name reservation';
Complete the form with: Desired name (and alternatives); Your identification data; Company type (SRL);
Pay the fee online (approximately 45 lei);
Wait for verification – generally takes 1-2 working days.

How to know if the name has been approved

If the name is valid and available, you will receive a name reservation certificate issued by the Trade Registry, valid for 30 calendar days. This document must be included in the establishment file.

If the name is rejected, you will be asked to restart the procedure. That's why it's important to have well-thought backup variants from the beginning.

Establishing the Company's Registered Office

For establishing an SRL, it's mandatory to choose an address where the company will have its registered office. This is the company's official address, mentioned in all legal, fiscal, and administrative documents. It's not just a simple detail: without a declared registered office, the company cannot legally exist.

What is the registered office?

The registered office is the main address where the company is registered. It will receive correspondence from authorities (e.g., ANAF, ONRC), will appear in accounting documents, and will be verified during inspections. It's not mandatory for company activity to take place there, but it's mandatory to be declared and have a legal basis (contract).

What options are accepted for the registered office

You have several options, depending on your possibilities:

Apartment or house owned by a partner – permitted, but may require neighbors' consent;
Space rented from an individual or legal entity – requires rental contract registered with ANAF;
Space offered through commodate (free) – a frequently used option in case of personal property or a friend/relative's;
Virtual office – option offered by specialized companies, useful especially for freelancers or companies without physical activity, but legality must be verified depending on the ONRC county.

When you need neighbors' and homeowners' association consent

If the registered office is in a residential building, the Trade Registry requires:

Written consent from direct neighbors: those above, below, left and right from the apartment where you want to establish the office;
Homeowners' association consent, signed by the president or administrator.

These documents are necessary even if you don't conduct commercial activity in that space, except when requesting registration without activity at that office (done through an additional declaration).

Documents required for registered office proof

To prove the legality of the registered office, you must attach to the establishment file:

Commodate or rental contract, registered with ANAF (in case of rental);
Property deed of the space, a simple copy;
Direct neighbors' and homeowners' association consent – only if it's in a building;
Declaration regarding lack of activity at the office, if you don't intend to conduct economic activity there (optional, but can simplify obtaining consents).

Drafting the Constitutional Act for SRL

The constitutional act is the essential document of any company. It establishes the identity and operating rules of your SRL. Without this correctly drafted document, the Trade Registry will not approve your company establishment.

What is the constitutional act?

It's a legal document that functions as a 'basic contract' between partners (or between partner and state, if the SRL has a single partner). It defines:

company structure (who are the partners, who administrates);
how decisions are made;
economic activities;
each one's financial contributions;
profit distribution rules;
operating duration.

The act is drafted in physical format and signed by all partners. You can use a standard model (especially if you're a sole partner) or personalize it with a specialist's help.

Mandatory structure of the constitutional act

The constitutional act must include the following mandatory sections:

Company name: must match the reservation certificate and include the legal form ('SRL').
Registered office: complete office address, according to commodate or rental contract.
Company duration: unlimited or fixed term (e.g., 5, 10 years).
Activity object: main NACE code and secondary activities (you can include an extended list).
Share capital: total amount (minimum 200 lei) and distribution method among partners.
Partners: full name, CNP, address, participation percentage in capital and profit/loss.
Administrator: who it is, what duties they have, mandate duration and whether they have exclusive or joint representation rights.
Profit distribution: how profit is divided among partners (proportional to participation quota or otherwise).
Other provisions: rules regarding share transfer, company dissolution, office change, etc.

Constitutional act for SRL with sole partner vs. multiple partners

SRL with sole partner: the act is simplified, there are standard models offered by ONRC and can be completed quickly;

SRL with two or more partners: the act must regulate relationships between them – joint decisions, equal or unequal rights, what happens in case of exit from the company, etc.

It's very important that in case of multiple partners the constitutional act be clearly drafted, to avoid future conflicts. Legal consultancy is recommended here.

How to draft and where to file the constitutional act

You can draft the act yourself, using a model from the ONRC website;
You can ask for help from a lawyer or legal consultancy firm;
The document is signed by all partners, then uploaded (signed PDF) to the ONRC portal or filed physically.

If you intend to make important changes in the future (administrator change, new partners, etc.), it's good for the act to be formulated flexibly and clearly from the beginning.

Depositing Minimum Share Capital for SRL

Share capital is a mandatory legal condition for establishing an SRL. Although the amount is symbolic, without proof of its deposit, the registration file cannot be approved by the Trade Registry.

Share capital represents the amount of money with which the company officially 'launches'. It's a minimum legal guarantee that the company has a financial basis, even if reduced. In Romania, the minimum share capital for SRL is 200 lei, an amount that can be used later in company activity after establishment.

You can choose to deposit a larger amount if you want, but most SRLs opt for the legal minimum.

How to open the share capital account

To be able to deposit share capital, you must open a special bank account, called share capital account, at a bank of your choice. Here are the steps:

Choose the bank – you can go to any commercial bank in Romania (BCR, BT, ING, etc.);
Schedule a visit or go directly to the counter;
Present the following documents: Copy of identity document; Company name reservation certificate (issued by ONRC); Signed constitutional act;
Request opening a share capital account for the company being established;
Deposit the minimum amount (200 lei) and keep the document issued by the bank.

What document you receive from the bank

After depositing money, the bank will issue one of the following proofs, depending on the institution:

Cash deposit receipt in the company's name;
Temporary account statement confirming the amount's existence;
Certificate issued by the bank, certifying account opening and capital deposit.

This document must be included in the registration file at the Trade Registry.

What happens to the account after SRL establishment

After the company is officially registered, the share capital account becomes the company's current bank account. You will be able to:

withdraw or use the money for company expenses;
attach cards and make payments;
receive or issue invoices.

It's not necessary to keep that account at the same bank, but if you want to change the bank later, you'll need to reopen the account and notify ANAF.

Filing the File with the Trade Registry

After gathering all necessary documents for SRL establishment, comes the file submission stage. This is submitted to the Trade Registry Office in the county where the company will have its registered office. You can choose to make the submission physically, at the counter, or online, through the ONRC portal.

What the SRL establishment file must contain

The complete file must include the following documents, in the order recommended by ONRC:

Completed and signed registration application;
Constitutional act (original, signed by all partners);
Registered office proof (commodate/rental contract + agreements);
Share capital deposit proof;
ID copies of founders and administrator;
Administrator's signature specimen;
Declarations on own responsibility;
Company name reservation certificate;
Receipts proving ONRC fee payment.

All documents must be legible, correct, and complete. They can be submitted in original (physical) or PDF format (electronically signed, for online option).

Physical filing of the file at the counter

If you choose to file the file physically:

Go personally to your county's ONRC office;
Present the complete file in a binder;
The official gives you a registration number and communicates an estimated term for resolution (generally 3-5 working days);
You can opt to receive documents back personally or by courier.

This option is suitable if you don't have electronic signature or prefer direct interaction.

Online file submission on portal.onrc.ro

For online submission:

Access https://portal.onrc.ro;
Create a user account;
Upload each document in PDF format (electronically signed);
Pay fees online with card;
Receive submission confirmation and notifications by email.

A qualified electronic signature is required to use this option. It's the fastest method, avoiding physical travel to the counter.

What happens after file submission

Regardless of submission method, the file will be analyzed by a legal advisor from ONRC. If all documents are correct, you will receive:

SRL registration certificate;
Company's unique identification code (CUI);
Attestation certificate, confirming registered office and declared activities;
Registration decision issued by the Trade Registry.

If documents are missing or there are discrepancies, you will be contacted for completions. It's important to check email periodically (or ONRC portal, if you filed online).

What Documents You Receive After Company Registration

After your file is verified and approved by the Trade Registry, you will receive a series of official documents confirming that the company has been legally registered and can begin activity. These documents are essential for any subsequent procedure: bank account opening, ANAF registration, invoicing, contract signing, etc.

SRL registration certificate

This is the main document attesting that the company officially exists. It contains:

Company name;
Legal form (SRL);
Trade Registry registration number;
Unique identification code (CUI);
Establishment date;
Registered office address.

The certificate is electronically signed by ONRC and has legal value before any public or private institution.

Unique Registration Code (CUI)

The CUI is the equivalent of CNP for companies – a unique identifier, used in relationships with ANAF, banks, suppliers, clients, etc. It's automatically assigned by ANAF, but communicated through ONRC upon company registration.

It's important to include it on all invoices, contracts, and accounting documents.

Attestation certificate

This attests to the practical aspects of the company:

Main activity object (with NACE code);
List of secondary activities (if any);
Declaration on own responsibility regarding activity conduct;
Exact registered office and space document validity.

The attestation certificate is often requested by banks, large clients, or in tenders.

Trade Registry registration decision

This is the administrative document attesting that the Trade Registry approved your company's establishment. It bears the ONRC director's signature and mentions:

Company name and registration date;
Analyzed and approved documents;
File number;
Legal basis for establishment.

It's useful if you need to officially prove that the company was legally approved.

How you receive these documents

Depunere fizică: If you filed the file physically, you will receive documents: In physical format, collected from ONRC office; Or by courier, if you requested this option.

Depunere online: If you filed the file online: You receive all documents in electronically signed PDF format; You can download them from your account on portal.onrc.ro.

It's recommended to save these documents in multiple places (cloud, USB, email) for easy access and security.

How Much Does Starting an SRL Cost in 2025

Costs for starting an SRL are relatively small, but can vary depending on how you choose to do the entire process – alone, with a consultant's help, or through a specialized firm. It's important to know exactly what expenses to expect to avoid unpleasant surprises.

Mandatory administrative costs

These costs must be paid regardless of whether you do everything yourself or collaborate with a consultancy firm:

Company name reservation fee: ~45 lei
ONRC registration fee: ~90–120 lei
Signature specimen: between 10 and 30 lei (depending on notary or ONRC)
Minimum share capital: 200 lei (not a fee, money remains in company)
Legalized copies, files, forms: 20–50 lei

Estimated total for SRL establishment by yourself: approximately 370–450 lei, if you manage everything personally.

Costs if you use a specialized firm

If you don't want to deal with documents, completions, appointments, or trips, you can use a firm offering complete SRL establishment services. The package may include:

Drafting all documents;
File submission (physical or online);
Fee payment and communication management with ONRC;
Assistance for bank account opening.

The rate varies depending on complexity, but generally costs between 500 and 1000 lei. It may seem more expensive, but it's useful if you want to save time and reduce rejection risk due to completion errors.

Recommendation: with or without help?

If you're organized, have time, and understand how the system works, you can do SRL establishment by yourself, saving a few hundred lei. On the other hand, if you want to avoid stress, specialized consultancy is a justified investment, especially if you're in a hurry or have multiple partners.