2026 company-law changes: Law 239/2025 introduced a minimum SRL capital (RON 500 at formation, RON 5,000 once turnover exceeds RON 400,000) and, since OUG 13/2026 (9 March 2026), every SRL share transfer must be notified to ANAF within 15 days. A Class 1 licensee still needs RON 1,000,000 paid-up and must also notify ONJN of shareholder changes.
Short answer
A Class 1 licensee must be a company registered in Romania (in practice an SRL or SA under Law 31/1990 on companies, registered with the ONRC under Law 265/2022) or an EU/EEA/Swiss legal entity with a Romanian permanent establishment (art. 1(2) OUG 77/2009, as amended by OUG 82/2023). Company law now requires only RON 500 for a new SRL (Law 239/2025), but the gambling Annex requires RON 1,000,000 subscribed and paid-up for remote gambling at the time of the application, cumulative across licensed activities. Profits are taxed at 16%, the microenterprise regime is closed to gambling, and dividends are taxed at 16% from 1 January 2026.
Romania company formation at a glance
- Entity type
- Limited liability company (SRL) or joint-stock company (SA); or a permanent establishment of an EU/EEA/Swiss entity
- Governing law
- Law 31/1990 on companies (as amended, including Law 239/2025); Law 265/2022 on the trade register; OUG 77/2009 for the license
- Registry
- National Trade Register Office (ONRC), online filing with a qualified electronic signature
- Minimum capital
- Company law: RON 500 for a new SRL (RON 5,000 above RON 400,000 turnover), RON 90,000 for an SA. Licensee: RON 1,000,000 subscribed and paid-up for remote gambling, cumulative per activity
- Shareholders
- SRL: 1 to 50 associates; SA: at least 2 shareholders. Individuals or companies of any nationality; holders of 5% or more are vetted by ONJN
- Directors
- One or more administrators (SRL) or a board or sole administrator (SA); any nationality
- Local resident requirement
- No residence rule for administrators in company law; an EU/EEA/Swiss entity must register a Romanian permanent establishment with its own fiscal code (art. 8 Fiscal Code)
- Registered office
- Romanian registered office with documented right of use (lease or loan-for-use agreement)
- Corporate tax
- 16% profit tax; microenterprise regime not available to gambling companies (Fiscal Code art. 47)
- UBO register
- Beneficial-owner declaration filed with the ONRC at incorporation and within 15 days of any change (Law 129/2019 art. 56)
- Accounts/audit
- Annual financial statements filed with ANAF; statutory audit above the size thresholds and for an SA with a two-tier board (confirm)
- Time to incorporate
- About 2–4 weeks including name, office and apostilled documents; ONRC registration itself takes a few working days (indicative)
What the gambling regulator expects of the company
- Eligible applicants: a company registered in Romania, or a legal entity of an EU/EEA/Swiss state with a permanent establishment in Romania under art. 8 Fiscal Code (art. 1(2) and art. 15(1) lit. B(x) OUG 77/2009, as amended by OUG 82/2023). The license is nominal and exploited directly by the holder.
- Share capital of at least RON 1,000,000 subscribed and paid-up at the time of the application for remote gambling (Annex point 2, OUG 77/2009), cumulative where the company is licensed for several activities. Full table on the Romania overview.
- A financial guarantee of €2,000,000 (betting, poker, bingo) or €5,000,000 (online casino) under art. 29, as a bank or EU/EEA/Swiss insurance guarantee. It is separate from the share capital.
- Fit and proper: identity, criminal-record and tax-clearance certificates and beneficial-owner declarations for every administrator, legal representative and holder of 5% or more (HG 111/2016 Annex 6a). Company law separately bars persons convicted of fraud, tax, money-laundering and similar offenses from being founders or administrators (art. 6(2) Law 31/1990).
- After licensing, significant changes must be notified to ONJN under art. 12(2) OUG 77/2009, as defined by ONJN Order 33/2025 (MO no. 249/2025): shareholders and their data, beneficial owners, administrators or authorized representative, registered office, name or share capital, criminal-record changes, gaming equipment and ancillary-service contracts.
- Operational substance: a Romanian bank account for player funds, mirror and safety servers as required by HG 111/2016, ONJN Class 2-licensed suppliers only, and a Romanian-language file signed by the legal representative. Fees and route: Class 1 license guide.
License fees, process and documents: Romania Class 1 (B2C) license.
Which Romania entity to use
| Vehicle | Use it for | Notes |
|---|---|---|
| Limited liability company (SRL) | The standard vehicle for a Class 1 operator owned by one group or a few partners | Inexpensive to run. Transfers to outsiders need approval of three quarters of the capital (Law 31/1990 art. 202), and since 9 March 2026 every share transfer must be notified to ANAF and is subject to tax-debt guarantees. |
| Joint-stock company (SA) | Investor-backed operators, several shareholders, planned exits or listings | At least 2 shareholders and RON 90,000 capital (art. 10 Law 31/1990), well below the RON 1,000,000 a licensee needs anyway. Shares transfer more easily and governance is more formal; the ANAF share-transfer rule in Law 239/2025 targets SRL shares. |
| Permanent establishment of an EU/EEA/Swiss company | An existing EU operator that wants to hold the license in its own legal entity | Registered in Romania with its own fiscal code (art. 8 Fiscal Code); taxed at 16% on profits attributable to Romania. An offshore or non-EU company cannot use this route. |
How to incorporate in Romania
- Weeks 1–2
Pre-screen and choose the vehicle
Fix the activity set (and therefore the cumulative capital), choose SRL, SA or permanent establishment, and fit-and-proper screen every shareholder, administrator and UBO before anything is filed.
- Weeks 1–2
Prepare documents
Apostille and translate foreign corporate and identity documents, reserve the name, secure the registered office and draft articles with gambling and betting activities (CAEN class 9200) as the object.
- Weeks 3–5
Register with the ONRC
File online with a qualified electronic signature, including the beneficial-owner declaration and administrator affidavits; receive the registration certificate and tax identification number (CUI).
- Weeks 3–6
Bank, capitalize and register for tax
Open the Romanian account, pay in at least RON 1,000,000 (or increase capital to that level) and evidence it, and complete VAT and other tax registrations.
- Weeks 4–8
Build the license file
Arrange the guarantee, contract Class 2-licensed suppliers, certify the platform, scope the mirror server and adopt the AML and responsible-gambling policies.
- Weeks 8–9
File with ONJN
Submit the Class 1 application in Romanian with the €3,500 file-analysis fee. ONJN decides within 30 days of a complete file; plan 6–9 months to go-live.
Documents you will need
- Passports or ID cards and proof of address for shareholders, administrators and UBOs (certified, apostilled where foreign, translated into Romanian)
- For corporate shareholders: certificate of incorporation, good-standing certificate, articles and a board resolution, apostilled and translated
- Name reservation and articles of association (act constitutiv) with the gambling object
- Registered office title: lease or loan-for-use agreement, with the owner's documents
- Administrator acceptance and affidavits that they meet the legal conditions (Law 31/1990)
- Beneficial-owner declaration (Law 129/2019 art. 56)
- Bank evidence of the RON 1,000,000 paid-up capital, with source-of-funds and source-of-wealth evidence
- Criminal-record and tax-clearance certificates from each country of residence, for the ONJN file
- Qualified electronic signature or a power of attorney for the filing agent
Tax
- Corporate income tax
- 16% of taxable profit; microenterprise regime excluded for gambling (Fiscal Code art. 47); a company that starts gambling moves to profit tax from that quarter
- Minimum turnover tax
- 0.5% of turnover in 2026 for companies with prior-year turnover above €50 million, where it exceeds profit tax; due to be repealed from 2027 (confirm)
- Dividends
- 16% from 1 January 2026 (Law 141/2025; was 10% in 2025); 0% for an EU/EEA parent holding at least 10% for one year; treaty rates on certificate
- VAT
- Standard rate 21% from 1 August 2025; gambling is VAT-exempt (Fiscal Code art. 292(2)), so input VAT is largely non-recoverable; registration may still be needed for reverse-charge services
- Gambling charges
- €300,000 license fee, 30% of GGR (minimum €480,000), €500,000 RG contribution, 5% of advertising contract value
- Player winnings
- Withheld by the operator at each withdrawal: 4% up to RON 10,000, then 20% and 40% bands (Fiscal Code art. 110)
Annual upkeep
Financial statements
Annual statements filed with ANAF (Law 82/1991); audit where thresholds are exceeded. Dividends are barred while there are carried-forward losses or net assets are below half the share capital (Law 239/2025).
Profit tax
Quarterly payments and the annual profit-tax return; 16% rate.
License charges
€300,000 license fee, 30% of GGR (minimum €480,000) authorization fee and €500,000 responsible-gambling contribution every year; authorization renewed yearly.
ONJN notifications
Notify significant changes (shareholders, UBO, administrators, office, name, capital, suppliers) under art. 12(2) and ONJN Order 33/2025.
Beneficial owners
File an updated UBO declaration with the ONRC within 15 days of any change.
Share transfers
Notify ANAF within 15 days of any SRL share transfer; tax arrears must be guaranteed before the ONRC registers it (Law 239/2025 art. V, as amended by OUG 13/2026).
Romanian payment account
Keep a payment account in Romania or at the State Treasury; a company without one can be declared fiscally inactive (Law 239/2025).
Banking and payments
Romanian banks open accounts for gambling companies, but onboarding for a new Class 1 applicant with foreign owners takes weeks and turns on a complete source-of-funds file. The RON 1,000,000 capital, the player-funds account and payment processing all need a Romanian or EU bank comfortable with gambling, and processors must themselves hold an ONJN Class 2 license. Start bank conversations before you register the company, not after.
How we prepare the underwriting file: payments and banking.
Mistakes to avoid
- Registering with RON 500 and filing the license application before RON 1,000,000 is subscribed and paid up.
- Applying through an offshore or non-EU company, or applying as an EU/EEA/Swiss entity without a registered Romanian permanent establishment.
- Changing shareholders or administrators without notifying ONJN and, for an SRL, ANAF within 15 days.
- Treating the €2M or €5M guarantee as share capital, or the other way round: both are required.
- Planning around the microenterprise regime or a 10% dividend rate that no longer applies.
Romania compared
| Romania (Class 1) | Romania (Class 2) | Bulgaria | Hungary | Cyprus | |
|---|---|---|---|---|---|
| Usual vehicle | SRL or SA (Law 31/1990); EU PE | SRL (Law 31/1990) or EU/EEA company | EOOD/OOD or AD (Commerce Act) | Kft / Zrt (Civil Code) | Private Ltd (Cap. 113) |
| Minimum capital | RON 1,000,000 paid-up (remote gambling) | RON 500 (RON 5,000 above RON 400k turnover) | €766,938 paid-up (online licensee) | HUF 3m Kft / HUF 5m Zrt | €500,000 paid-up (licensee) |
| Local requirement | RO office; registered RO PE for EU/EEA/Swiss entity | SRL: RO registered office; EU/EEA licensee: authorized representative in Romania | No resident manager; BG seat; rep. for EU applicants | HU seat; process agent for non-residents | No resident director; CY office |
| Corporate tax | 16% CIT; 16% dividends | 16% CIT; 16% dividends | 10% CIT · 20% betting fee | 9% CIT + up to 2% LBT | 15% CIT |
| Time | 2–4 weeks | 1–3 weeks | 1–2 weeks | 1–15 working days | 1–4 weeks |
Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.
What we do
Before you incorporate
We check that the entity, ownership chain and tax position will pass the regulator and the bank, and model the year-one cost.
Formation and registered office
We prepare the documents and coordinate incorporation, registered office and tax registration through licensed local agents and counsel.
Banking
We prepare the underwriting file and introduce banks, EMIs and PSPs that work with gambling businesses in Romania.
The license
We prepare and file the Romania Class 1 (B2C) license and stay on for renewals and reporting.
Romania company formation — FAQs
Do I need a Romanian company for a Class 1 license?
Either a company registered in Romania or a legal entity from an EU/EEA/Swiss state with a Romanian permanent establishment can apply (art. 1(2) OUG 77/2009). Offshore companies cannot hold the license. Most groups use a Romanian SRL or SA.
What is the minimum share capital?
Company law requires RON 500 for a new SRL and RON 90,000 for an SA. A Class 1 applicant for remote gambling needs RON 1,000,000 subscribed and paid-up at the time of the application, cumulative with any other licensed activity.
SRL or SA for a Class 1 licensee?
An SRL suits a single group owner or a few partners. An SA suits investor-backed operators or planned exits, because shares transfer more easily and governance is more formal. The capital the license requires is the same for both.
Does the director have to live in Romania?
Company law sets no residence rule for administrators. An EU/EEA/Swiss entity must register a Romanian permanent establishment, and all administrators and legal representatives must pass ONJN fit-and-proper checks.
How is a Romanian gambling company taxed?
Profit tax is 16% and the microenterprise regime is not available to gambling. Dividends are taxed at 16% from 2026, with a 0% rate for qualifying EU parents. Gambling is exempt from VAT, so most input VAT is a cost. License charges and the 30% authorization fee come on top.
How long does it take?
The company can be registered in about 2–4 weeks once documents are ready. ONJN decides within 30 days of a complete file, and go-live usually takes 6–9 months. See the Class 1 license guide.
What if I only supply games or a platform?
Suppliers need a Class 2 license, not Class 1, with a fixed annual cost and no financial guarantee. See company formation for a Class 2 license.
Sources
Checked against the sources below on 10 October 2026. Registry fees, tax rates and filing rules change; confirm with us before you incorporate.
- OUG 82/2023 amending OUG 77/2009 (text published by ANAF)
- OUG 13/2026 on SRL share transfers (text published by ANAF, MO no. 181/2026)
- NNDKP — Law 239/2025 amendments to the Companies Law (December 2025)
- CMS — ONJN Order 33/2025 on significant changes requiring notification (April 2025)
- PwC Tax Summaries — Romania withholding taxes (reviewed 25 September 2026)
- ANAF Ploiești — microenterprise regime rules and excluded activities (2026)
- ONJN — license and authorization forms
- Law 31/1990, art. 10 — SA minimum capital and shareholders
Set up the right Romania company the first time
An entity that the regulator, the bank and the tax authority will all accept. We screen the structure first, then incorporate, open accounts and file the license.
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