IS IT POSSIBLE TO DO BUSINESS IN ROMANIA THROUGH A UKRAINIAN OR MOLDOVAN COMPANY WITHOUT SETTING UP AN SRL?
We'll explore when this is legal, when it's risky, and what the consequences are if ANAF decides you have an unregistered permanent establishment.
Thousands of Ukrainian and Moldovan entrepreneurs have found themselves in Romania for various reasons. Everyone has the same question: is it mandatory to open a Romanian LLC, or can they continue operating through their current company? Sometimes, yes. But the line between "legal" and "accumulating tax debt" is thinner than it seems.
1. KEY CONCEPT: SEDIU PERMANENT
Before considering organizational structures, it is important to understand one concept: sediu permanent (permanent establishment, PE). This is what determines whether your foreign company is required to pay income tax in Romania.
Romania's domestic rule is that a PE is triggered by a presence of more than 6 months. However, if there is a double taxation agreement (DTT) between the countries, its higher threshold applies.
2. UKRAINE AND MOLDOVA: DIFFERENT THRESHOLDS, DIFFERENT RISKS
Romania has a DTT with both countries — but the conditions are fundamentally different.
| 🇺🇦 Ukraine DTT 1996 · Act No. 128/1996, in force since 17.11.1997 |
Threshold |
| Construction / installation | > 12 months |
| Services / consulting | > 12 months |
| Dependent agent | «Discusses and concludes» |
| Warehouse of goods | Regular deliveries |
| Internal RO threshold | > 6 months (without DTT) |
| 🇲🇩 Moldova DTT · Moldova is not in the EU, but has a DCFTA with the EU since 2016 |
Threshold |
| Construction / installation | > 12 months |
| Services / consulting | > 6 months (!) |
| Dependent agent | Warehouse or «exceptional» orders |
| Warehouse of goods | Regularly → PE |
| Internal RO threshold | > 6 months (without DTT) |
3. WHEN CAN YOU WORK WITHOUT OPENING A STRUCTURE
✓ Remote B2B services — the entire team works in Ukraine or Moldova. Contracts are signed remotely. The Romanian client applies reverse-charge VAT independently. There is no permanent presence — no PE arises.
✓ Export of goods without a warehouse in Romania — goods are shipped from Ukraine/Moldova directly to the Romanian importer, who pays TVA upon import.
✓ Short-term project — within the DTT thresholds: less than 12 months for Ukrainian companies (services and construction); less than 6 months for Moldovan companies for services, less than 12 months for construction.
4. WHEN YOU CAN'T DO WITHOUT A ROMANIAN STRUCTURE
✗ An office in Romania — renting premises in the name of a foreign company creates a PE within 6 months under domestic rules (12 months under DTT for Ukrainian companies).
✗ Direct hiring — REGES only accepts data from employers with a Romanian CUI. Hiring an employee without a Romanian structure is technically impossible.
✗ Warehouse or store — any storage of goods for regular deliveries in Romania is an automatic PE, plus mandatory TVA registration.
✗ An agent with the right to sign contracts — if your representative not only negotiates but also concludes transactions on behalf of the foreign company, this is a dependent agent creating a PE.
✗ Exceeding the time thresholds — more than 12 months for Ukrainian companies, more than 6 months for Moldovan companies for services.
✗ Director > 183 days in Romania — they become a tax resident themselves, and the company's management center may "move" to Romania, triggering taxation of all worldwide income.
5. DECISION TREE: IS A ROMANIAN STRUCTURE NEEDED?
| 1 | Is there a permanent physical presence in Romania? |
| No → A foreign company is eligible. Proceed to question 3. | |
| Yes → Proceed to question 2. | |
| 2 | What is the country and field of activity? |
| 🇺🇦 Ukraine, any field < 12 months → Can work without a structure. | |
| 🇲🇩 Moldova, construction < 12 months → Can work without a structure. | |
| 🇲🇩 Moldova, services > 6 months → PE arises — a structure is needed. | |
| Any country, project > 12 months → A structure is needed. | |
| 3 | Are you planning to hire employees with a Romanian employment contract? |
| No → Continue without a structure. | |
| 1–5 people → Consider Employer of Record (Remote, Deel, Papaya Global). | |
| More than 5 → You definitely need an SRL or Sucursală. | |
| 4 | Do clients or banks require a Romanian VAT number or RO-IBAN? |
| No → A foreign company is suitable. | |
| Yes → Registration with ANAF or opening of an SRL is required. |
FINAL OPTIONS
| OPTION A Work remotely through a Ukrainian/Moldovan company. Reverse-charge invoices. No office or employees in Romania. |
OPTION B Short-term project + Employer of Record for employees. Keep timelines within DTT thresholds. |
OPTION C Open an SRL (1% micro-company) or Sucursală. For long-term operations, hiring, and trading. |
6. IF YOU NEED A STRUCTURE: WHAT TO CHOOSE
| Form | Tax | Right to trade | When it suits |
| SRL (filiala) — New LLC | Micro 1% of turnover up to €100,000 (with ≥1 employee), or 16% of profit | Full. Separate legal entity, limited liability | Long-term operations, hiring, trading. The best option for most |
| Sucursală — Branch | 16% on profit attributable to the branch | Full. No separate legal entity — the parent company bears responsibility | When you need a connection to the parent company. Quicker to open, harder to manage |
| Reprezentanță — Representative Office | Fixed 18,000 RON/year (~€4,000) | No — marketing only, no sales or contracts | Only for large corporations needing a local presence. Pointless for small business |
7. REAL-LIFE PRACTICE: WHAT'S HAPPENING IN THE MARKET
| 450+ companies with Ukrainian capital registered in Romania in the first year after February 24, 2022 |
20% of which are IT companies. Bucharest, Cluj and Iași are the main hubs |
~50% of Ukrainians have difficulty opening an account in a Romanian bank |
Not a single major Ukrainian company entering Romania after 2022 has attempted to operate through a Ukrainian legal entity without registration. N-iX opened a hub in Bucharest and is hiring through a Romanian SRL. Automagistral-Pivden (tender for the A7 highway construction) opened a sucursală. Biopharma Plasma is building a €37 million plant through a Romanian legal entity.
8. KEY CHANGES FOR 2025–2026
● TVA increased from 19% to 21% from August 1, 2025 (Law No. 141/2025).
● Dividend tax is 16% from January 1, 2026 (previously 10%). This also applies to non-residents.
● The micro-company threshold has been reduced to €100,000 from 2026 (OUG 89/2025). If exceeded, a 16% tax on profits applies automatically.
● e-Factura is mandatory for B2B from July 1, 2024 and for B2C from January 1, 2025.
● SAF-T (D406) is mandatory for all categories, including non-residents with a Romanian VAT number, from 2025.
9. CONSEQUENCES OF OPERATING WITHOUT REGISTRATION
SUMMARY: THREE RULES
Rule 1. If your entire team works remotely from Ukraine or Moldova, you can legally serve Romanian clients. Issue invoices correctly and keep records of where the work was performed.
Rule 2. If you are physically working in Romania within the DTT time limits — keep detailed records of dates, use an Employer of Record for employees, and avoid having a permanent office.
Rule 3. If your business is long-term — open a Romanian SRL (micro-company, 1% tax on turnover up to €100,000). It's quick, inexpensive, and provides full legal certainty.
This material is for informational purposes only and does not constitute legal advice. All data is current as of May 2026. Before making any decisions, consult a licensed Romanian tax advisor.
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