Romania company formation for an ONJN Class 2 (B2B) license

Romania company formation at a glance

Entity type

Limited liability company (SRL) in most cases; joint-stock company (SA) for investor-backed groups; or an existing EU/EEA company in its own name, with an authorized representative in Romania (no permanent establishment required)

Governing law

Law 31/1990 on companies (as amended, including Law 239/2025); Law 265/2022 on the trade register; OUG 77/2009 and HG 111/2016 for the license

Registry

National Trade Register Office (ONRC), online filing with a qualified electronic signature

Minimum capital

RON 500 for a new SRL; RON 5,000 once prior-year net turnover exceeds RON 400,000 (Law 239/2025 art. VI); RON 90,000 for an SA. No Class 2 capital requirement in the OUG 77/2009 Annex

Shareholders

SRL: 1 to 50 associates; SA: at least 2. Individuals or companies of any nationality; holders of 5% or more are screened in the ONJN file

Directors

One or more administrators of any nationality; no company-law residence rule

Local resident requirement

None for SRL administrators. A non-resident (EU/EEA) Class 2 licensee must have local representation: an authorized representative in Romania. No permanent establishment is required

Registered office

Romanian registered office with documented right of use (lease or loan-for-use agreement); a provider's domiciliation address is accepted

Corporate tax

16% profit tax; treat the 1% microenterprise regime (revenue up to €100,000 in 2026) as unavailable, because Fiscal Code art. 47 excludes companies active in the field of gambling

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 within 150 days of year-end (Law 82/1991); statutory audit only above the size thresholds (confirm)

Time to incorporate

About 1–3 weeks including name, office and apostilled foreign documents; ONRC registration itself takes a few working days (indicative)

What the gambling regulator expects of the company

• Who needs it: any business supplying gambling-related products or services to a Romanian Class 1 operator. The Annex to OUG 77/2009 (point 1 lit. J, as replaced by OUG 82/2023) sets eight Class 2 categories, each at €20,000 a year: platform management and hosting, gaming-equipment activities under art. 20(1), payment processors, producers and distributors of specialized software, affiliates, certifiers, auditors and conformity-assessment bodies.
• Who can hold it: a Romanian company, or a company established in the EU or the European Economic Area (EEA) in its own name. A non-resident Class 2 licensee needs no Romanian permanent establishment, but must have local representation — an authorized representative in Romania. Suppliers from outside the EU/EEA (UK, Gibraltar, Isle of Man, Curaçao and similar) hold the license through a Romanian company.
• No Class 2 share capital and no financial guarantee: the capital table (Annex point 2) and the guarantees in art. 29 cover Class 1 activities only. ONJN still reviews financial statements or management accounts and evidence that the company can fund its operations.
• Fees: €10,500 one-off issuance fee (taxa de eliberare a licenței), €20,000 a year per category and a €15,000 annual responsible-gambling contribution (art. 10(4)), paid within 10 days of approval in the first year and by 25 January thereafter (art. 10(6)). No GGR tax and no file-analysis fee. Full schedule: Class 2 license guide.
• Fit and proper: identity, criminal-record and good-standing evidence for administrators and holders of 5% or more, a full UBO chain, and AML/CFT procedures under Law 129/2019. Software, RNG and game-content suppliers must also register source code with ONJN.
• Reporting: since Law 141/2025, licensees for specialized software, platform management and hosting, and payment processing must geolocate players independently, keep an on-request report (art. 1(5⁶)) and file a monthly report by the 10th (art. 1(5⁸)). See Class II reporting under Law 141/2025.
• Change notifications: significant changes (shareholders, beneficial owners, administrators, registered office or permanent establishment, name, share capital) must be notified to ONJN under art. 12(2) OUG 77/2009 and ONJN Order 33/2025, within 48 hours online or five working days by post or at the registry. Supplying an operator without a Class 1 license that accepts Romanian players is fined RON 150,000–200,000 and leads to revocation.

License fees, process and documents: Romania Class 2 (B2B) license.

Which Romania entity to use

How to incorporate in Romania

1. Week 1

   Choose the vehicle

   Map the Class 2 categories you need, decide between a Romanian SRL and your existing EU entity, and check permanent-establishment and transfer-pricing exposure before anything is filed.

2. Weeks 1–2

   Prepare documents

   Apostille and translate foreign corporate and identity documents, reserve the name, secure the registered office and draft the articles with CAEN Rev. 3 codes that match the real activity.

3. Weeks 2–3

   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).

4. Weeks 2–6

   Bank and tax registrations

   Open a Romanian payment account, pay in the capital, register for VAT (or obtain an intra-EU VAT code) before invoicing foreign customers, and set up SPV, e-Factura and SAF-T reporting.

5. Weeks 2–6

   Build the license file

   Corporate and KYC files, lab certificates, source-code registration plan, AML, responsible-gambling and GDPR policies, all translated into Romanian.

6. Weeks 6–7

   File with ONJN

   Submit the Class 2 license file through the Romanian representative. ONJN decides within 30 days of a complete file.

7. About week 12

   Pay and go live

   Pay the issuance fee, first annual fee and contribution within 10 days of approval; the company appears on the ONJN Class II register and the reporting workflows start.

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 CAEN Rev. 3 activity codes
• Registered office title: lease, loan-for-use or domiciliation agreement
• Administrator acceptance and affidavits that they meet the legal conditions (art. 6(2) Law 31/1990)
• Beneficial-owner declaration (Law 129/2019 art. 56) and group structure chart
• Criminal-record certificates and CVs for administrators and holders of 5% or more, for the ONJN file
• Qualified electronic signature or a power of attorney for the filing agent and for ONJN representation

Tax

Corporate income tax

16% of taxable profit. The 1% microenterprise rate (revenue up to €100,000 in 2026) excludes companies active in gambling (Fiscal Code art. 47); assume it does not apply to a Class 2 licensee unless ANAF confirms otherwise

Dividends

16% from 1 January 2026 (Law 141/2025; was 10%); 0% for an EU/EEA parent holding at least 10% for one year; treaty rates with a residence certificate

VAT

21% standard rate from 1 August 2025 on supplies to Romanian operators. B2B services to foreign operators are taxed where the customer is established (reverse charge in the EU); the gambling exemption generally does not cover B2B software supply, but commission-agent models need case-by-case analysis

Withholding tax

16% on royalties, interest and management or consultancy fees paid to non-residents, reduced by EU directives (25% holding, 2 years) or treaties

Transfer pricing

ANAF Order 828/2026 replaces the 2016 rules for transactions from 1 January 2026; large taxpayers file an annual report through SPV

Gambling charges

€10,500 once, then €20,000 per category and €15,000 contribution a year; no GGR tax

Annual upkeep

Banking and payments

Romanian banks will open accounts for B2B gambling suppliers, but a new SRL with foreign owners and gambling customers goes through enhanced due diligence that can take several weeks. Expect to show the group structure, source of funds, the client list and the ONJN application or license. Payment processors need a Class 2 license and their own payment authorization; we prepare the bank file alongside the license file.

How we prepare the underwriting file: payments and banking.

Mistakes to avoid

1. Licensing a UK, Gibraltar, Isle of Man or Curaçao company directly instead of using a Romanian SRL or an EU/EEA entity.
2. Running development, sales or management from Romania for a foreign licensee without a permanent-establishment and transfer-pricing analysis.
3. Assuming the microenterprise regime or a 10% dividend rate still applies.
4. Changing shareholders or administrators without notifying ONJN and, for an SRL, ANAF within 15 days.
5. Treating the Law 141/2025 monthly report as optional when no players were blocked: file a nil report unless ONJN confirms otherwise.

Romania compared

Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.

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