A gambling supplier established in the EU or the European Economic Area (EEA) has two ways to hold a Romanian Class 2 license: directly, as a non-resident company with an authorized representative in Romania, or through a Romanian subsidiary (SRL or SA). A supplier from outside the EU/EEA has only the second route. ONJN charges the same on both routes: €10,500 once, then €35,000 a year. The difference is tax, substance and operational risk. This article compares the two. For fees, the process and the document checklist, see our Romania Class 2 license guide.
What a Class 2 gambling license is
The Class 2 license is ONJN’s supplier license under OUG 77/2009. Romanian Class 1 operators may contract only with Class 2 holders, so every supplier of gambling software, platforms, payments, hosting, testing or affiliate traffic to the Romanian market needs one.
Who needs a Class 2 license
- Developers of gambling software and platforms, including live-casino studios.
- Payment processors handling gambling transactions.
- Affiliates promoting Romanian-licensed operators.
- Hosting providers for gambling platforms.
- Testing laboratories and auditors certifying gambling systems.
One point decides the whole comparison. Since OUG 82/2023, art. 1(2) of OUG 77/2009 requires a Class 1 (B2C) operator to be a Romanian company or an EU/EEA/Swiss entity with a Romanian permanent establishment. That rule targets operators. For Class 2, a company established in the EU/EEA may hold the license in its own name, with no Romanian permanent establishment, provided it has local representation in Romania. Both routes below are therefore open to an EU/EEA supplier; UK, Gibraltar, Isle of Man, Curaçao and other non-EU/EEA suppliers use Route 1.
Route 1: a Romanian-registered (resident) company
Steps
- Form the company. Register an SRL (or, less often, an SA) with the Trade Register (ONRC). Shareholders can be 100% foreign. Formation takes a few weeks once documents are apostilled and translated; see Romanian company formation.
- Apply to ONJN. File the Class 2 dossier with the incorporation documents, tax registration, financial evidence, fit-and-proper files for shareholders and directors, technical certificates and compliance policies. Pay the €10,500 fee when the license is granted, then the €20,000 license fee and €15,000 contribution every year.
- Run it. Keep a registered office, a Romanian bank account, statutory accounts and tax filings, and compliance with ONJN rules.
Pros and cons
| Pros | Cons |
|---|---|
| Local entity is familiar to Romanian operators, banks and ONJN inspectors | Set-up and running costs: accounting, audit where required, registered office |
| Clear tax position: the SRL pays 16% corporate income tax on its own profit | Profits extracted as dividends are taxed again |
| Easy to hire staff, keep servers and sign contracts in Romania | Directors carry local liability, including for the AML program under Law 129/2019 |
Small SRLs may qualify for the micro-enterprise regime instead of profit tax, depending on revenue and activity. See why open a micro-enterprise in Romania and check eligibility before relying on it.
Route 2: an EU/EEA (non-resident) company
Steps
- Appoint an authorized representative in Romania. Local representation is mandatory for a non-resident Class 2 licensee; a permanent establishment is not. The EU/EEA company acts before ONJN through the representative under a power of attorney and uses a Romanian address for correspondence. The 2025 version of this post called this person a “fiscal representative registered with ONJN”. More precisely, it is an ONJN representative, and for tax purposes an authorized person (împuternicit) may file on the company’s behalf.
- Obtain a Romanian tax code. A non-resident without a permanent establishment registers with ANAF on form 015 under art. 82 of the Fiscal Procedure Code (ANAF Order 1699/2021). The code lets it pay ONJN fees to the state budget. VAT registration is usually unnecessary for pure B2B services, because the Romanian operator self-accounts for VAT under the reverse charge. Confirm this for your service mix.
- Apply to ONJN. The dossier is the same as for a resident applicant, with every foreign corporate document apostilled and translated into Romanian. The fees are the same.
- Stay compliant. Pay the annual fees on time, keep ONJN reporting current and keep the representative’s mandate valid.
Pros and cons
| Pros | Cons |
|---|---|
| No Romanian company to run | Representative costs and a tax-registration step |
| Profit stays taxable where the group is resident, if there is no Romanian permanent establishment | Permanent-establishment risk if people in Romania habitually conclude contracts or the company keeps a fixed place of business there (art. 8 Fiscal Code) |
| Faster to set up | Payments from Romanian operators for software licenses may suffer Romanian withholding tax on royalties unless a tax treaty reduces it |
The permanent-establishment point matters most. If the “representative” in practice negotiates and signs contracts for the foreign company, or if the company runs servers or staff in Romania, ANAF can treat it as having a Romanian permanent establishment. It would then owe Romanian corporate tax on the profits attributable to it. Structure the mandate narrowly and keep commercial decisions outside Romania.
Side-by-side comparison
| Romanian company | EU/EEA company, direct | |
|---|---|---|
| ONJN fees | €10,500 once, €35,000 a year | Same |
| Entity to set up | SRL or SA with the Trade Register | None in Romania |
| Romanian tax code | Assigned on incorporation | ANAF form 015 |
| Corporate tax in Romania | 16% on the SRL’s profit | Only if there is a permanent establishment |
| Income from Romanian operators | Ordinary taxable revenue of the SRL | Possible withholding tax on royalties, subject to treaty relief |
| VAT on B2B services | Romanian VAT rules apply to the SRL | Usually reverse-charged by the Romanian customer |
| Running costs | Accounting, filings, registered office, bank | Representative’s mandate and tax filings |
| Fit-and-proper checks | Shareholders of 5% or more, UBOs, directors | Same |
| Document burden | Romanian documents for the SRL plus foreign parent documents | All foreign documents apostilled and translated |
Two practical points follow. First, the ONJN file is not easier on either route; the regulator checks the same people and the same technical evidence. Second, the decision is reversible only at a cost. Moving a license from a foreign company to a Romanian subsidiary later means a new application by the subsidiary, with a new issuance fee and a handover period with operator clients. Decide on the route before you file.
Which option is best for your business
Choose a Romanian company if you will employ people in Romania, host there, sign many Romanian contracts or plan to apply for other Romanian authorizations later. If your company is established in the EU/EEA, choose a direct license if you license content or technology to Romanian operators from abroad and want the shortest path to the ONJN register. We confirm the choice at pre-screening, after looking at your group’s tax residence, treaty position and where your people sit.
What applies now (2026)
The ONJN side has not changed: the fees are as stated and the license runs for 10 years. The obligations attached to it are the same on both routes:
- Law 107/2024 prohibits Class 2 holders from serving operators without a Romanian Class 1 license that accept Romanian players. Fines are RON 150,000–200,000, plus confiscation and revocation. See the Class II supplier ban.
- Law 141/2025 (July 2025) requires software, platform and payment licensees to geolocate players independently and report monthly to ONJN by the 10th of the following month.
- Substance scrutiny is rising. ONJN and ANAF are paying more attention to where the business is actually run. In February 2025 the Court of Accounts criticized ONJN for licensing operators without effective Romanian access to their systems. A non-resident structure that is a mailbox in practice is harder to defend in 2026 than it was in 2023.
For the recurring dates on either route, see the deadlines and taxes that keep your license alive. Our corporate and tax team sets up either structure and acts as your representative before ONJN.