Romania Class 2 Gambling License in 2026: Resident vs Non-Resident Companies

Updated: October 14, 2026 | Szilaghi Consulting

Can a non-resident company obtain a Romanian Class 2 gambling license without incorporating in Romania? Yes, if it is an eligible company established in the European Union, the European Economic Area (EEA) or the Swiss Confederation. Such a company can apply directly for an ONJN Class 2 license, subject to the applicable documentation and local representation requirements.

A company established outside the EU, the EEA and Switzerland holds the license through a Romanian company or an EU, EEA or Swiss entity.

For eligible EU, EEA and Swiss suppliers, the decision is therefore between two main routes: licensing an existing foreign company directly or creating a Romanian subsidiary that holds the license.

Both can offer access to the regulated Romanian B2B gambling market. The correct choice depends on the supplier’s operations, tax residence, commercial contracts, staff, technology and long-term plans.

In 2026, the Class 2 framework has become more demanding, especially regarding the services supplied to unauthorized gambling operators and the monitoring obligations applicable to certain technical providers.

This guide explains the options, costs, requirements and risks before you commit to a structure.

Romania Class 2 License: Key Facts for 2026

Amounts exclude incorporation costs, translations, professional fees, technical certifications and ordinary business taxes. Additional licensed activities may require additional fees.

1. What Is a Romanian ONJN Class 2 Gambling License?

An ONJN Class 2 license authorizes the holder to perform specified gambling-related B2B activities regulated under Romania’s Government Emergency Ordinance No. 77/2009 and its implementing regulations, Government Decision No. 111/2016.

It differs from a Class 1 license (see the wider Romania gambling licensing framework).

A Class 1 operator offers gambling products directly to players. A Class 2 supplier provides relevant products or services to gambling businesses.

The legal classification depends on the actual activity—not simply whether the company describes itself as a technology provider, marketing agency or consultant.

Which businesses may require Class 2 licensing?

The Romanian framework identifies several categories of regulated suppliers, including:

• Gambling software developers and distributors;
• Casino game studios and relevant content providers;
• Platform management and gambling hosting providers;
• Payment processors carrying out activities within the regulated category;
• Affiliate and performance-marketing businesses;
• Gaming equipment manufacturers, distributors and maintenance providers;
• Certifiers, testing laboratories and auditors;
• Other specifically regulated gambling-related service providers.

A generic IT company or ordinary professional adviser should not automatically be assumed to require licensing merely because it has a gambling-sector customer.

The contract, technical integration, actual functions and statutory license categories must be examined.

For the complete fee schedule and technical dossier requirements, consult Szilaghi Consulting’s Romania Class 2 B2B licensing guide, and for the application step by step, how to obtain a gambling B2B license in Romania.

2. Who Can Apply? Romanian and Foreign Companies

The starting point is the applicant’s place of establishment.

There are three typical situations.

Romanian companies

A company incorporated in Romania may apply for the relevant Class 2 license if it meets the legal, financial, suitability and activity-specific conditions.

The usual vehicle is a Romanian limited liability company, known as an SRL. A joint-stock company, or SA, may be appropriate for a more complex ownership structure.

Foreign investors can own shares in a Romanian company, subject to the applicable corporate, regulatory and beneficial-ownership checks.

EU, EEA and Swiss companies

An eligible company established in the EU, the EEA or Switzerland can seek a Class 2 license in its own name.

It does not automatically have to incorporate a Romanian subsidiary or create a Romanian permanent establishment merely to hold the Class 2 license.

However, the applicant must address local representation before ONJN, Romanian-language documentation and any fiscal registration obligations.

Companies outside the EU, the EEA and Switzerland

Businesses established in jurisdictions such as the United Kingdom, United States, Curaçao or the Isle of Man should not assume that they can apply directly on the same basis as an eligible EU, EEA or Swiss entity.

They hold the license through a Romanian company or an EU, EEA or Swiss entity. A Romanian subsidiary is generally the appropriate starting point for the licensed business, subject to an assessment of the applicant and corporate structure.

The foreign parent may remain the owner of the Romanian applicant.

Important: An overseas group does not become eligible merely by appointing an address provider or nominal representative in Romania.

The legal entity applying for the license must itself satisfy the applicable eligibility requirements.

3. Option One: Obtain the License Through a Romanian Company

For many international gambling suppliers, incorporating a Romanian SRL provides a straightforward operational structure.

The company becomes the license applicant, contracting party and regulated service provider.

How does the process work?

Step 1 — Incorporate the company. Register the SRL with the National Trade Register Office (ONRC), establish the registered office, appoint the directors and identify the beneficial owners.

Step 2 — Define the regulated activities. Match the proposed services with the correct Class 2 license category. A software developer and an affiliate network may not require identical technical documentation.

Step 3 — Prepare the application. Assemble the corporate, financial, suitability and activity-specific documents requested under the ONJN framework.

Step 4 — Obtain the license. Submit the application, respond to regulator questions and complete the applicable payment and issuance requirements.

Step 5 — Maintain compliance. Keep company filings, taxes, license payments, certifications and ONJN notifications current.

What are the advantages?

A Romanian entity may simplify local banking, employment, contracts with Romanian operators and communication with domestic authorities.

It can also be commercially useful if the group intends to develop a substantial Romanian operation with local employees, premises and management.

What are the disadvantages?

The company must maintain local accounting, corporate filings, taxation and appropriate governance.

There are also incorporation costs, registered-office expenses and possible obligations involving employment, VAT, related-party transactions and dividend distributions.

A Romanian company is therefore not automatically cheaper than using an eligible EU, EEA or Swiss applicant.

It may, however, be more suitable where the operational substance of the business is already in Romania.

For a more detailed explanation, see Romania company formation for an ONJN Class 2 license.

4. Option Two: Apply Through an Existing EU, EEA or Swiss Company

An established EU, EEA or Swiss gambling supplier may prefer to preserve its existing contracting entity and apply directly for a Romanian Class 2 license.

This can avoid incorporating and maintaining an additional Romanian subsidiary solely for licensing purposes.

For example, an eligible EU-based game studio supplying content to Romanian gambling operators may be able to retain its development company as the ONJN license holder.

What is required?

The applicant must prepare the relevant foreign corporate documents, identify its directors and beneficial owners, meet the suitability requirements and provide evidence of the services to be licensed.

Documents may require certified Romanian translations and, where legally applicable, apostille or legalization.

A non-resident applicant must also establish the appropriate representation arrangements in Romania.

The representative can assist with the ONJN procedure and regulatory correspondence under the mandate granted.

Is the Romanian representative a fiscal representative?

Not necessarily.

Three concepts must be distinguished:

ONJN-authorized representative: A person empowered to represent the applicant in regulatory proceedings and communications.

Tax representative or authorized tax agent: A person acting in connection with particular fiscal obligations under the applicable tax rules.

Permanent establishment: A taxable presence potentially created by the actual business activity carried out in Romania.

A mandate to communicate with ONJN is not, by itself, proof that the foreign company maintains a Romanian permanent establishment.

Conversely, calling someone an ONJN representative does not prevent a permanent establishment from arising if that person’s actual activities meet the relevant tax-law tests.

Does the foreign company need an ANAF tax number?

Where the non-resident has Romanian fiscal registration obligations, the appropriate registration procedure must be assessed.

ANAF Form 015 is designed for qualifying non-resident taxpayers without a Romanian permanent establishment.

The precise registration and filing requirements depend on the company’s circumstances. VAT registration, in particular, should not be treated as automatic for every foreign B2B supplier.

5. Resident vs Non-Resident: Side-by-Side Comparison

Neither route should be selected solely on the basis of incorporation costs.

The decisive question is where the commercial and operational activities genuinely take place.

6. How Much Does a Class 2 License Cost in 2026?

For a supplier requiring one Class 2 license category, the relevant statutory amounts are:

The €15,000 is due by 25 January and the €20,000 license fee at least ten days before each anniversary; every Class 2 date is in the Romania gambling compliance calendar. | First-year statutory baseline | €45,500 | | Recurring annual baseline thereafter | €35,000 |

The standard 10-year license period does not eliminate annual payment obligations.

The €20,000 fee relates to the licensed category. Applicants proposing multiple activities must confirm whether additional categories and charges are required.

The Class 2 fee structure should not be confused with the substantially higher Class 1 remote gambling authorization tax, which is linked to operator gambling revenue.

A pure Class 2 supplier is generally not subject to that Class 1 GGR-based authorization tax merely because it earns B2B service revenue.

Are there additional expenses?

Yes. Depending on the business model, expenses can include corporate formation, registered-office costs, apostilles, translations, licensing advisers, accountants, software certification, specialist technical documentation and continuing compliance.

A project budget should separate government charges from commercial and professional expenditure.

7. Which Documents Are Needed for a Class 2 Application?

ONJN requires sufficient evidence to assess the applicant, its owners, management, suitability, financial position and the regulated activity.

The precise list varies according to the license category.

A typical application may involve the following groups of documents.

Corporate documentation

• Certificate of incorporation or current registry extract;
• Articles of association;
• Shareholder and beneficial-ownership information;
• Details of directors and authorized representatives;
• Group structure where relevant;
• Board decisions or powers of attorney.

Suitability and financial information

• Identity and background documents for the relevant individuals;
• Criminal-record and other integrity evidence where required;
• Tax-status or financial documentation, as applicable;
• Financial statements or other evidence supporting the applicant’s capacity;
• Declarations required by the licensing procedure.

Operational documentation

• Clear description of the products and services;
• Identification of the regulated license category;
• Information concerning clients, platforms and relevant suppliers;
• Procedures addressing applicable regulatory obligations;
• Technical, security, testing and certification documents where relevant.

Foreign-company documentation

• Relevant evidence of establishment and legal status;
• Romanian translations;
• Authentication or legalization where required;
• Details of the Romanian representative and the scope of their mandate.

Not every supplier needs identical technical certificates. A payment processor, software studio and affiliate network perform different activities, and the application should reflect those differences.

An incomplete or inconsistent ownership structure is a common reason for regulatory questions.

8. Class 2 Licensing Procedure: From Assessment to Approval

A practical project plan has six stages.

1. Regulatory classification. Identify the services that fall within the Class 2 framework and confirm the applicant’s eligibility.

2. Corporate structuring. Decide whether the license will be held by a Romanian company or an eligible EU, EEA or Swiss company.

3. Documentation and checks. Prepare corporate, financial, ownership and technical records.

4. ONJN submission. File the application through the applicable procedure and respond to any requests for clarification.

5. Licensing decision and payments. Complete the formal conditions necessary for issuance and validity.

6. Operational compliance. Maintain the license, pay recurring charges and implement the controls applicable to the approved category.

How long does it take?

An indicative timetable for a properly prepared Class 2 application is approximately two to three months.

This is a commercial planning estimate, not a guaranteed statutory processing time.

Complex group structures, missing foreign documentation, technical certification and requests for additional information may extend the process.

A company should not promise a Romanian operator a definitive launch date before confirming that the license is effective and the required conditions are satisfied.

9. What Changed for Class 2 Suppliers in 2025–2026?

The most significant recent developments concern services supplied to unauthorized gambling operators and additional compliance duties for certain regulated technical suppliers.

These obligations apply regardless of whether the Class 2 license holder is a Romanian company or an eligible foreign company.

Restrictions on supplying unauthorized operators

The consolidated framework under OUG 77/2009, including amendments made by Laws 107/2024, 141/2025 and 239/2025, restricts Class 2 licensees from providing services to unauthorized gambling operations covered by the relevant provisions.

Article 1(5⁴), in particular, addresses services supplied to remote gambling entities or domains accessible through Romanian IP addresses without the necessary Class 1 license and valid ONJN authorization.

It is not sufficient to examine only the name of the immediate contracting customer.

A supplier may need to understand the relevant operating entity, domains, distribution arrangements and the markets accessible through the platform.

Independent geolocation

Under Article 1(5⁵), additional technical duties apply to specified Class 2 categories:

• Producers and distributors of specialized gambling software;
• Gambling platform management and hosting providers;
• Payment-processing licensees.

These entities must implement technical solutions capable of determining the real location of players through their own systems, independently of information received from the gambling platform.

This obligation should not automatically be extended to all Class 2 categories, such as ordinary affiliates, without assessing their legal classification. For the affiliate-specific picture, see affiliate opportunities with Romanian-licensed operators.

Blocking and remediation

The affected technical suppliers must apply the relevant blocking and remediation duties when the statutory conditions are triggered.

The framework was further amended in December 2025 by Law 239/2025.

Contracts and technical procedures should identify how potentially unauthorized access is detected, escalated and addressed.

Reporting obligations

The law distinguishes between:

• A report containing specified access and operator information that must be available upon ONJN request; and
• A monthly report under Article 1(5⁸), due by the 10th day of the following month, relating to the blocking events and associated domains, platforms or applications defined by the provision.

The monthly report is not a universal report of every player transaction.

Nor is it automatically required from every Class 2 category.

For detailed procedures, read Romania Class 2 reporting obligations under Law 141/2025.

10. Taxation: Romanian Subsidiary or Foreign Company?

Taxation is often the deciding factor in corporate structuring.

However, a foreign license holder should not assume that the absence of a Romanian subsidiary guarantees the absence of Romanian tax obligations.

Romanian subsidiary

A Romanian company is generally subject to Romania’s corporate taxation framework.

The standard corporate income tax rate is 16%, although the tax treatment depends on the company’s eligibility, circumstances and applicable provisions.

Dividend taxation, VAT, payroll costs and cross-border transactions require separate analysis.

EU, EEA or Swiss non-resident applicant

An eligible foreign company may remain subject primarily to its home-state corporate income tax regime where it has no Romanian taxable presence.

However, the analysis must consider permanent-establishment rules, effective management, Romanian-source income and withholding tax.

For example, payments classified as royalties can receive different treatment from ordinary service payments.

Applicable tax treaties and EU measures may alter the position, subject to their conditions.

VAT and invoicing

Many cross-border B2B service arrangements involve rules under which VAT is accounted for by the customer.

That result should not be assumed without checking the specific services, parties, locations and registration status.

The fact that a business operates within the gambling industry does not automatically exempt every software or consultancy invoice from VAT.

The correct structure should reflect real operations and commercial substance, not merely an attractive headline tax rate.

11. Permanent-Establishment Risk for Non-Resident Licensees

A non-resident company may encounter Romanian permanent-establishment exposure when its actual activities go beyond regulatory representation.

Examples warranting review include:

• Maintaining a fixed place through which business is conducted in Romania;
• Employing staff whose work constitutes relevant business activities in Romania;
• Allowing representatives to habitually exercise authority to conclude contracts under circumstances covered by the applicable tax rules;
• Conducting management or operational functions that create a taxable presence.

The result depends on Romanian legislation, the actual facts and any relevant double-tax treaty.

Appointing an ONJN representative does not automatically create a permanent establishment. But describing someone as a representative does not protect a structure if that person is, in substance, managing the foreign company’s Romanian business.

Before filing, document where commercial decisions are made, who signs contracts, where relevant staff work and how services are delivered.

12. Continuing Compliance After the License Is Granted

A ten-year license is not a ten-year exemption from regulatory supervision.

A Class 2 supplier should maintain controls appropriate to its license category and business.

These may include:

• Timely payment of annual licensing charges;
• Verification of operator clients and authorized domains;
• Monitoring the ONJN blacklist and relevant regulatory announcements;
• Maintenance of required technical certification and documentation;
• Appropriate AML/CFT and counterparty controls;
• Protection of personal data and confidential information;
• Notifications concerning reportable corporate or operational changes;
• Category-specific geolocation, blocking and ONJN reporting;
• Preservation of evidence supporting compliance decisions.

A licensed supplier should also evaluate any material change to its service offering.

Adding a new regulated activity may require additional licensing rather than merely updating the company website or operator contract.

Further guidance is available in How a Romanian Class 2 supplier stays compliant after licensing.

13. Which Structure Is Better for Your Business?

There is no universally superior option.

Consider a Romanian company when:

The group intends to employ personnel locally, manage operations in Romania, maintain domestic infrastructure or develop substantial long-term activity within the market.

A subsidiary can also make operational responsibilities and local tax accounting easier to organize.

Consider a direct EU, EEA or Swiss application when:

The supplier already has an eligible, operational EU, EEA or Swiss company, delivers services from abroad and does not intend to establish a substantial business presence in Romania.

In that situation, direct licensing may avoid maintaining a second corporate entity.

For suppliers outside the EU, the EEA and Switzerland:

Evaluate a Romanian subsidiary or another qualifying structure before submitting an ONJN application.

The corporate vehicle must have a genuine legal and operational purpose and satisfy the applicable eligibility requirements.

The decision should be made before filing, not after receiving the license.

Changing the legal entity holding a license is not simply an administrative change of billing details. It can require a fresh application and careful management of existing operator contracts.

Conclusion: Choose the Right Company Before Applying for the License

Romania’s Class 2 framework allows qualifying B2B gambling suppliers to operate within a regulated licensing system.

For investors, the most important decision is not whether a license can be obtained. It is which legal entity should hold it.

A Romanian company may be appropriate for businesses building local operations.

An eligible EU, EEA or Swiss supplier may be able to apply directly without incorporating a Romanian subsidiary.

Both routes carry statutory costs and continuing compliance requirements.

The 2025–2026 changes also make it increasingly important to identify the operators receiving the services, understand the distribution chain and maintain appropriate controls against unauthorized gambling activity.

Licensing is only the first step. A defensible corporate structure and ongoing compliance are what make the license commercially sustainable.

How Szilaghi Consulting Can Help

Since 2004, Szilaghi Consulting has advised businesses on gambling licensing, corporate structuring and international regulatory compliance.

Our services include assessment of Class 2 eligibility, Romanian company formation, non-resident representation, ONJN application documentation, tax structuring coordination and ongoing licensing support.

Whether you operate a game studio, gambling platform, affiliate network, payment business or other regulated B2B service, the starting point is an accurate assessment of your proposed activities and corporate structure.

Planning to apply for an ONJN Class 2 license?

Contact Szilaghi Consulting for an assessment of your eligibility, corporate structure, tax exposure, regulatory costs and documentation requirements.

Request a Class 2 licensing assessment or email hello@szilaghi.com. See also our gambling licensing and corporate advisory services.

Editorial review: October 14, 2026. This article provides general regulatory information, not advice on a specific license application. Eligibility, licensing categories, taxation and filing obligations should be confirmed for each applicant before submission.