Annual compliance Romania obligations apply to every company registered in the country, regardless of size or ownership structure. Foreign founders often underestimate the volume of recurring filings and the speed at which penalties accumulate when deadlines are missed. This guide covers the core obligations - financial reporting, tax filings, corporate governance requirements, employment records, and beneficial ownership disclosures - together with the responsible authorities, realistic timelines, and practical tips for staying on track.
Annual compliance is the set of recurring legal and regulatory obligations a Romanian company must fulfil each calendar year to remain in good standing. These obligations are not optional formalities. Non-compliance triggers fines, suspension of activity, or even court-ordered dissolution under the Companies Law No. 31/1990, which governs the internal life of Romanian legal entities.
Romania operates a civil-law system with a dense regulatory framework administered by several overlapping authorities. The National Trade Register Office (ONRC) handles corporate filings and the publication of annual financial statements. The National Agency for Fiscal Administration (ANAF) administers tax returns, VAT declarations, and employer contributions. The National Office for Prevention and Control of Money Laundering (ONPCSB) oversees beneficial ownership registers. Understanding which authority owns which obligation is the first practical step for any foreign-owned entity.
In practice, founders should consider that Romanian compliance calendars are dense in the first quarter of each year. The annual financial statements, the income tax return, and several corporate governance steps all converge between January and April. Missing one deadline often triggers a cascade of late filings elsewhere.
Every Romanian company - whether a limited liability company (SRL) or a joint-stock company (SA) - must prepare annual financial statements in accordance with the Accounting Law No. 82/1991 and the implementing Order of the Ministry of Finance No. 1802/2014. Micro-entities, small entities, and large entities each follow a different reporting standard, but all must file.
The annual financial statements must be approved by the shareholders or general assembly within a set number of months after the financial year ends. For most companies using a calendar financial year, the general assembly must convene and approve the accounts within five months of year-end - that is, by the end of May. The approved statements are then submitted to ONRC within 15 days of approval. In practice, this means the ONRC filing deadline falls no later than mid-June for calendar-year companies.
The financial statements submitted to ONRC must include the balance sheet, the profit and loss account, notes to the accounts, and - for entities above certain size thresholds - a management report and an auditor';s report. Companies that exceed two of three thresholds (total assets above a set level, net turnover above a set level, or average number of employees above 50) are required to appoint a statutory auditor under the Companies Law.
A common mistake made by foreign founders is to treat the ONRC filing as a purely administrative step. In Romania, the published financial statements are publicly accessible and form the basis for credit assessments, public procurement eligibility, and due diligence by future investors. Filing late or filing incomplete accounts has commercial consequences beyond the regulatory fine.
The Romanian tax calendar is managed by ANAF and involves multiple recurring declarations throughout the year, not just a single annual return.
The corporate income tax return (Form 101) must be filed annually by 25 March of the following year for most taxpayers. Companies that have opted for the micro-enterprise income tax regime (impozit pe venitul microîntreprinderilor) file quarterly declarations instead, with the final quarterly return due by 25 January of the following year. The micro-enterprise regime applies to companies with annual turnover below a threshold set by the Fiscal Code (Law No. 227/2015), provided they meet additional conditions on share capital and activity type.
VAT-registered companies face monthly or quarterly VAT returns (Form 300), depending on their annual turnover. The filing and payment deadline is the 25th of the month following the reporting period. Companies registered for intra-community transactions must also file the recapitulative statement (Form 390) on the same schedule.
Employers have a dense monthly obligation: the D112 declaration covering salary tax, social security contributions, health insurance, and unemployment contributions must be submitted and paid by the 25th of the following month. This applies to every company with at least one employee or administrator receiving remuneration.
A non-obvious requirement is the annual transfer pricing documentation obligation. Romanian companies that conduct transactions with affiliated parties above certain value thresholds must prepare a transfer pricing file and submit it to ANAF upon request. The Fiscal Code and ANAF Order No. 442/2016 set out the thresholds and content requirements. Many foreign-owned subsidiaries overlook this until they face a tax audit.
Beyond financial and tax filings, Romanian companies must fulfil a set of internal governance obligations each year. These are grounded in the Companies Law No. 31/1990 and, for joint-stock companies, in additional capital markets regulations where applicable.
The annual general meeting (AGA) of shareholders is a mandatory event. For an SRL, the associates must convene at least once a year to approve the financial statements, decide on profit distribution or loss coverage, and discharge the administrators. For an SA, the ordinary general assembly must be held within four months of the financial year-end. Failure to hold the AGA is a violation of the Companies Law and can expose administrators to personal liability.
Any changes arising from the AGA - such as amendments to the articles of association, changes in share capital, or replacement of administrators - must be registered with ONRC within 15 days of the decision. The registration requires notarised documents in most cases, and ONRC publishes the changes in the Official Gazette (Monitorul Oficial). Foreign founders often underestimate the notarisation requirement: Romanian law requires a Romanian-licensed notary for many corporate acts, which adds both time and cost to governance changes.
Companies with a registered auditor must also ensure that the audit engagement is renewed or confirmed annually and that the auditor';s report is included in the ONRC filing. The appointment of auditors is itself a shareholder decision that must be documented and, where required, registered.
If your company';s governance structure needs a review or you are unsure whether your current setup meets Romanian requirements, contact info@vlolawfirm.com. We can help structure the setup correctly the first time.
Romania implemented the EU';s Fourth and Fifth Anti-Money Laundering Directives through Law No. 129/2019 on the prevention and combating of money laundering and terrorist financing. This law created a mandatory beneficial ownership register maintained by ONRC.
Every Romanian legal entity must identify its ultimate beneficial owner (UBO) - the natural person who ultimately owns or controls the company, directly or indirectly, holding more than 25% of shares or voting rights. The UBO declaration must be filed with ONRC at incorporation and updated annually, or within 15 days of any change in beneficial ownership. The annual confirmation filing must be submitted alongside the annual financial statements.
In practice, foreign-owned companies with complex group structures face the greatest challenge here. If the UBO is a natural person residing outside Romania, the declaration must still be filed in Romanian and must include the UBO';s identification details. Where no natural person meets the 25% threshold, the company must identify the natural person exercising control through other means, or - as a last resort - declare the senior managing official as the UBO.
Non-compliance with the UBO filing obligation carries administrative fines under Law No. 129/2019. ONRC has the authority to suspend the company';s activity if the UBO declaration is not filed within the required period. This is a relatively recent enforcement mechanism, and many foreign founders are caught off guard by it.
A practical scenario: a Dutch holding company owns 100% of a Romanian SRL. The Dutch holding is itself owned by two natural persons, each holding 50%. Both natural persons must be declared as UBOs of the Romanian SRL, with their personal identification documents attached. If the Dutch holding changes ownership, the Romanian SRL must update its UBO declaration within 15 days.
Companies with employees in Romania face a separate layer of annual and ongoing compliance obligations under the Labour Code (Law No. 53/2003) and the General Data Protection Regulation (GDPR), as implemented by Law No. 190/2018.
The REVISAL electronic register of employees must be maintained and updated in real time. Every new employment contract must be registered in REVISAL before the employee';s first working day. Terminations, salary changes, and position changes must also be recorded promptly. The Labour Inspectorate (ITM) audits REVISAL compliance and imposes fines for late or missing entries. Many foreign-owned companies delegate REVISAL management to a local payroll provider, which is a practical and cost-effective approach.
Annually, employers must review and update their internal regulations (regulament intern) if there have been changes in labour law or company policy. The internal regulations must be communicated to all employees and posted in a visible location. This is a de jure requirement under the Labour Code that is frequently treated as a formality but carries real liability if an employment dispute arises.
Under GDPR, companies processing personal data must maintain a record of processing activities (ROPA) and review it at least annually. If the company appointed a Data Protection Officer (DPO), the DPO';s contact details must be registered with the National Supervisory Authority for Personal Data Processing (ANSPDCP). Data breach notification obligations are ongoing and must be addressed within 72 hours of discovery.
A second practical scenario: a foreign founder sets up a Romanian SRL to employ a local sales team of ten people. The company must register each employment contract in REVISAL before day one, file the D112 monthly, maintain the internal regulations, and ensure GDPR records are current. If the company also processes customer data from EU residents, it must review its data processing agreements with any Romanian processors annually.
The cost of annual compliance Romania involves both professional fees and state charges. Professional fees for accounting, tax filing, and legal support vary by company size and complexity, but typically start from a few hundred EUR per month for a micro-entity and rise significantly for larger or more complex structures.
State fees for ONRC filings are modest in absolute terms, but late filing penalties are not. ANAF imposes late filing penalties calculated as a percentage of the tax due, plus daily interest. For corporate income tax, the late payment interest rate is set by fiscal order and compounds quickly. The fine for failing to file the annual financial statements with ONRC on time is set by the Accounting Law and can be applied repeatedly if the default continues.
The UBO non-compliance fine under Law No. 129/2019 can reach several thousand EUR per violation. Labour Inspectorate fines for REVISAL non-compliance are similarly substantial and are applied per employee affected, not per company.
Many underestimate the indirect costs of non-compliance: a company with overdue ONRC filings cannot obtain a certificate of good standing, which blocks participation in public tenders, bank account openings, and certain commercial contracts. Clearing a backlog of missed filings requires professional assistance and takes weeks, not days.
To discuss your company';s compliance position and identify any gaps, contact info@vlolawfirm.com. We can assist with documents and filings across all the areas covered in this guide.
What happens if a Romanian company misses the annual financial statement deadline?
Missing the ONRC filing deadline for annual financial statements triggers an administrative fine under the Accounting Law. The fine applies to the company and, in some cases, personally to the administrator. If the default continues, ONRC can refer the matter to the court for dissolution proceedings. In practice, a company that files late but voluntarily, before any enforcement action, typically faces a reduced penalty. However, the company';s public record will show the late filing, which affects its commercial reputation and eligibility for certain contracts. Clearing the backlog requires filing the outstanding statements and paying any applicable fines before normal operations resume.
How long does it take to complete the full annual compliance cycle in Romania?
For a calendar-year company, the annual compliance cycle runs from January through mid-June. The monthly tax and payroll filings continue throughout the year. The most intensive period is the first quarter, when the corporate income tax return, the annual financial statements preparation, and the general assembly convening all overlap. A well-organised company working with a local accountant and legal adviser can complete the core annual filings within six to eight weeks of year-end. Companies that lack local support or have complex group structures should allow more time, particularly for transfer pricing documentation and UBO updates.
Does a dormant Romanian company still need to file annual compliance documents?
Yes. A dormant Romanian company - one with no commercial activity - is still legally required to file annual financial statements with ONRC, submit a nil corporate income tax return to ANAF, and maintain its UBO declaration. The only relief available is a formal declaration of inactivity (declaratie de inactivitate) filed with ANAF, which reduces the tax filing burden but does not eliminate the ONRC and UBO obligations. Many foreign founders assume that a dormant company requires no attention; this is incorrect and leads to accumulated fines that can exceed the cost of maintaining the company actively.
Annual compliance in Romania is a multi-layered obligation that runs throughout the calendar year, not just at year-end. Financial reporting, tax filings, corporate governance, beneficial ownership disclosures, employment records, and data protection requirements each have their own deadlines and responsible authorities. Staying on top of all of them requires a structured calendar and reliable local support.
VLO Law Firms advises international clients on annual compliance in Romania. We can assist with financial statement filings, ANAF tax returns, ONRC corporate registrations, UBO declarations, and employment compliance reviews. To request a consultation, contact: info@vlolawfirm.com