Foreign shareholders in Romanian companies: accounting and tax basics
Owning a Romanian SRL from abroad: dividend withholding, double-tax treaties, shareholder loans, and the documents your accountant needs.
Last reviewed: 7 August 2026 · Conion, CECCAR member firm
The short answer
Thousands of Romanian companies are owned from abroad. The legal structure is straightforward — the friction, when it appears, comes from paperwork and from informal habits that Romanian tax inspections punish. This guide covers what actually matters for a foreign shareholder.
Ownership and management from abroad
Romanian law places no nationality or residence condition on owning an SRL: full foreign ownership is legal for EU and non-EU persons alike, and no local shareholder is required. The administrator — the person legally running the company — can also be a non-resident foreigner. Ownership and company changes are registered with the Trade Register (ONRC).
Day to day, the practical requirement is not presence but reachability: filings run through ANAF electronic systems, documents circulate digitally, and decisions that need your signature can be handled remotely. If you are still at the setup stage, our company formation and first-year accounting page covers how to start clean.
What your accountant needs from you
A foreign-owned company is ordinary work for an accountant who does it regularly — provided the file is complete. Expect to be asked for:
| Document | Why it is needed |
|---|---|
| Identity documents of shareholders and administrator | Required for the company file, banking and registrations |
| Company incorporation documents | Articles, Trade Register excerpts — the legal skeleton of the books |
| Tax residency certificate | Proves where you are tax resident, so dividend withholding can apply treaty relief |
| Documentation for any shareholder loans | Written contracts for money lent to or borrowed from the company |
| Contact and signature arrangements | So declarations and decisions can be signed without you flying in |
The residency certificate deserves emphasis: it must be valid when dividends are paid, so treat it as a recurring item, not a one-off.
Getting dividends home
The dividend flow for a foreign shareholder has three steps: the company closes its accounts and establishes distributable profit; the distribution is decided and Romanian dividend tax is withheld at source; the net amount is transferred to your account abroad as a normal bank payment. Romania's double-taxation treaties may cap the withholding for your country of residence — but only with the residency certificate in place at payment. The full mechanics, rates at the review date and the annual-versus-quarterly options are in our dedicated guide to dividends from a Romanian company.
Shareholder loans: document everything
Money moving between a shareholder and the company is where foreign-owned SRLs most often get into trouble — not because loans are forbidden, but because they are done informally. The rules of thumb:
- Every loan — you to the company, or the company to you — needs a written contract with real terms.
- Loan balances appear in the balance sheet; they are visible to anyone reading the statements, including ANAF.
- Tax inspections read these balances closely: a growing undocumented shareholder balance is treated as a disguised distribution waiting to be requalified.
- Repayments should follow the documents — ad-hoc transfers "to be sorted later" are how clean companies acquire messy books.
If you funded your company informally in the past, the fix is a cleanup now, not silence — this is a standard part of our takeover review for foreign-owned companies.
The double-taxation treaty network
Romania maintains an extensive network of double-taxation treaties. For a shareholder, the practical effects are that Romanian withholding on dividends may be limited by the treaty with your country, and that tax paid in one state is generally creditable in the other, so the same income is not fully taxed twice. Treaties differ, and your personal position depends on your residence — we do not quote per-country rates in a general guide. What we do for clients is coordinate the Romanian side: correct withholding, certificates on file, and paperwork your home-country adviser can use. For a conversation about your specific setup, contact us — the first look is free.
Frequently asked questions
- Can a non-EU citizen own 100% of a Romanian company?
- Yes. A foreigner — EU or non-EU — can own 100% of a Romanian SRL and can also be its administrator. No Romanian shareholder or local partner is required, and the shareholder does not need to live in Romania.
- Do I need to visit Romania to run the company?
- For the accounting side, no. Documents move digitally, filings go through ANAF electronic systems, and communication happens by email and video call. Some banking or notary steps may have their own identification requirements, but the ongoing compliance is fully remote.
- Why does my accountant keep asking for a tax residency certificate?
- Because it is the key that unlocks double-taxation treaty relief. Without a valid certificate proving where you are tax resident, the company must withhold Romanian dividend tax at the domestic rate. With it, a treaty may reduce the withholding. It typically needs renewing, so expect the request to repeat.
- Can I lend money to my own company?
- Yes — shareholder loans in both directions are normal instruments, but they must be documented in writing and they appear in the balance sheet. Undocumented movements between your personal account and the company are the classic red flag at tax inspections.
- Will my dividends be taxed twice, in Romania and at home?
- Romania has an extensive double-taxation treaty network designed to prevent exactly that, typically by limiting Romanian withholding and letting your home country credit the tax paid. The mechanics depend on your treaty and residence — bring your tax adviser at home into the loop, and we coordinate the Romanian side.