Subsidiary, Branch, Representation Office or Fiscal Representative in Romania?
Updated: 4 days ago
1. Subsidiary (filială)
A foreign company may set up a subsidiary as a Romanian company with its own legal personality, in one of the forms provided by Law 31/1990 on companies, for example (art. 2 and art. 42):
a limited liability company (societate cu răspundere limitată, SRL);
a joint-stock company (societate pe acțiuni, SA).
As a Romanian legal person, the subsidiary contracts with clients and suppliers and employs staff in its own name. If the first employee is an EU citizen, see how to hire an EU citizen in a Romanian company. If it produces, stores, processes or trades agri-food products, check whether it must report its stocks every month: see monthly agri-food stock reporting.
It is registered in the trade register and with the National Agency for Fiscal Administration (ANAF). It can also register for VAT at incorporation; see how to get a VAT number in Romania. A subsidiary with obligations to the Environment Fund also files its declarations online with AFM; see how to get access to AFM eTAX.
It can opt for the micro-enterprise tax (impozitul pe veniturile microîntreprinderilor), 1% of revenue, if it meets all the conditions of the Fiscal Code, among them revenue, counted together with that of linked enterprises, not above the RON equivalent of EUR 100,000, and at least one employee (Fiscal Code, art. 47(1)(c) and (g), art. 47(1¹), art. 48(1) and art. 51(1)). See also what happens to micro-enterprise status when that employee is on medical leave.
Tax risk: owning or controlling a Romanian subsidiary does not, by itself, give the foreign parent a permanent establishment in Romania (Fiscal Code, art. 8(7)). A permanent establishment can arise where a person other than an agent with independent status acts in Romania on the parent's behalf and is authorised to conclude contracts in the parent's name and exercises that authority in Romania (art. 8(5)(a)). Whatever the structure, run the same checks on each new Romanian supplier before paying its first invoice.
2. Branch (sucursală)
A branch has no legal personality: it is a part of the foreign company, set up in Romania under Romanian law (Law 31/1990, art. 43(1) and art. 44).
It is registered in the trade register before it starts its activity (Law 31/1990, art. 43(1)), and with ANAF.
For tax purposes the branch is a permanent establishment of the foreign company (Fiscal Code, art. 8(2)). The foreign company pays profit tax in Romania on the profit attributable to the branch (art. 13(1)(b) and art. 14(b)). The micro-enterprise tax is not available, as it applies only to Romanian legal persons (art. 47(1)).
3. Representation office (reprezentanță)
A representation office gives a foreign company a presence in Romania, for example to promote the parent company. It operates on an authorisation issued under Decree-Law 122/1990 and carries out, in the parent's name, only the acts and activities within the object set by that authorisation (art. 1, 2 and 8).
It registers with the tax administration of its seat within 15 days of the issue of the authorisation (Decree-Law 122/1990, art. 7).
It pays the tax on representation offices, RON 18,000 a year, prorated by the months of existence in the year it is set up or closed (Fiscal Code, art. 236). It declares and pays the tax by the last day of February of the tax year and, in the year it is set up, within 30 days of being set up (art. 237(1) and (2)).
It may employ staff (Decree-Law 122/1990, art. 16).
4. Fiscal representative (reprezentant fiscal)
A business established outside Romania that has to register for VAT in Romania can do so through a fiscal representative, under the conditions of the methodological norms. A business established in another EU member state may choose this route; a business established outside the EU must use it (Fiscal Code, art. 316(7)).
A non-resident with no Romanian tax code who needs a notarial deed in Romania can have the notary request the tax registration; see how ANAF registers non-residents at a notary's request.
If the foreign parent company is effectively managed from Romania, it may have to establish Romanian tax residency itself; see tax residency in Romania for foreign companies.
Once the entity exists, see what you can check yourself for free from abroad.
When a subsidiary is no longer needed, see how dissolution, liquidation and deregistration work in Romania.
Sources: Law 31/1990 on companies, republished, art. 2, 42, 43 and 44; Decree-Law 122/1990 on the authorisation and operation in Romania of representation offices of foreign companies, art. 1, 2, 7, 8 and 16; Fiscal Code (Law 227/2015), art. 8, 13, 14, 47, 48, 51, 236, 237 and 316(7), consolidated form published by ANAF, last updated by Law 204/2026.
Last updated: 3 November 2026. This article is for information only and does not replace an analysis of your specific situation. Drafted with AI assistance; references were verified against the primary sources.
