Romania has evolved from an outsourcing hub into a primary jurisdiction for originating new business. While the talent pool in technology and design is a driving factor, the true catalyst for the surge in foreign incorporation is the country’s legislative and fiscal framework of Fashion Brands. For entrepreneurs in sectors ranging from SaaS (Software as a Service) to e-commerce fashion, the Romanian limited liability company (SRL) offers a highly efficient structure that few other EU jurisdictions can match in 2026.
This article analyzes the specific legal and fiscal mechanisms that make the company formation in Romania a strategic choice for these diverse industries.
The “Micro-Enterprise” Fiscal Regime: The Common Denominator
Whether running a coding agency or a clothing brand, the primary legal attraction is the taxation model. Romania maintains a unique “micro-enterprise” income tax regime, distinct from the standard corporate profit tax found elsewhere in Europe.
Subject to specific conditions laid out in the Fiscal Code—such as a revenue ceiling and the requirement to have at least one full-time employee—companies are taxed on their revenue (turnover) rather than profit, at rates that have historically been highly competitive (typically 1% or 3%, depending on specific statutory criteria active in the current fiscal year). For high-margin businesses like tech startups, this structure allows for significant capital retention and reinvestment.
For Tech Startups: IP Protection and Employment Law
For technology companies, the legal priority is Intellectual Property (IP). A common pitfall for foreign investors is assuming that paying a developer automatically transfers code ownership.
Under Romanian Copyright Law (Law no. 8/1996), economic rights in computer programs created by employees in the course of their duties typically vest in the employer by operation of law, unless the contract provides otherwise. However, for other types of creative works (design, written content, branding), explicit IP assignment clauses remain essential Fashion Brands, especially when working with external contractors. A specialized legal setup ensures that the “source code” — the startup’s most valuable asset — is legally locked within the company. Romania has historically offered significant fiscal incentives for employees in software development roles. Although recent fiscal reforms have narrowed or phased out some of these exemptions, the overall cost structure for tech companies—when combined with the micro-enterprise regime and competitive salary levels—remains attractive in regional comparison.
For Fashion and Retail: E-Commerce and NACE Codes
For the fashion industry, the shift is digital. Establishing a fashion brand in Romania in 2026 typically means setting up an e-commerce entity. This requires precise classification under the NACE codes (Cod CAEN) system—specifically Code 4791 for retail via the internet.
From a VAT perspective, Romania serves as an efficient base for EU-wide distribution. By utilizing the One Stop Shop (OSS) scheme, a Romanian company can sell goods to consumers in France, Germany, or Italy while centralizing VAT declaration and payment in Bucharest. This eliminates the bureaucratic nightmare of registering for VAT in every single country where a dress or accessory is sold.
The Digital Nomad Visa: A Gateway to Incorporation
A recent legislative addition, Law no. 22/2022, introduced the Digital Nomad Visa. While this allows non-EU citizens to work remotely from Romania, many entrepreneurs use this as a stepping stone. Once settled in Romania, many digital nomads choose to incorporate a local SRL to separate liability and structure their business more efficiently. Combined with physical presence and management activities carried out from Romania, this may lead to Romanian tax residency under the Fiscal Code criteria.
A Jurisdiction of Substance
The wave of new businesses entering Romania is not accidental; it is the result of a legislative environment designed to support scalability. However, compliance is key. Navigating the conditions for the micro-enterprise status, drafting water-tight IP contracts for developers, or configuring VAT for cross-border retail requires professional legal guidance. The advantage of the Romanian system is potent, but it is reserved for those who build their corporate structure on a solid legal foundation.
Darie, Manea & Associates is a full-service law firm based in Bucharest, Romania, dedicated to providing expert legal counsel to both international and domestic clients Fashion Brands. With a team of experienced attorneys, the firm specializes in a wide range of practice areas, including corporate and commercial law, real estate, debt recovery, intellectual property, and litigation. The firm prides itself on its deep understanding of the interplay between Romanian and European Union law, offering strategic guidance to help clients navigate a complex and dynamic legal landscape.
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