Why PFA vs SRL comes before ONRC paperwork
Many “start a company” searches jump straight to ONRC dossiers, registered office, or share capital — but the first decision is legal form: Romanian authorized natural person (PFA) or limited liability company (SRL / LLC). The wrong choice costs time, money, and sometimes personal asset exposure.
This article compares PFA and SRL for founders in Romania in 2026. It is not personalized tax advice, but gives clear criteria and links to our guides on the ONRC dossier, 500 RON share capital, registered office, CAEN, and online incorporation if you choose SRL.
Legal identity and liability: the core difference
With a PFA, you are the business. There is no separate legal personality — contracts, invoices, and (within legal limits) debts tie to your personal assets. An SRL is a distinct entity; shareholders’ liability toward company obligations is generally limited to subscribed share capital (with legal exceptions for directors in certain cases).
If your activity involves contract risk, larger clients, teams, or investment, many founders prefer SRL for risk separation. PFA stays attractive for solo work, moderate income, and simpler admin — with personal liability.
Setup and costs: PFA vs SRL in 2026
Formalities and costs differ materially:
- PFA: registration via ONRC/ANAF paths, no mandatory share capital; lower registration fees; fewer complex constitutive documents.
- SRL: minimum 500 RON share capital (Law 239/2025), articles of association, documented registered office, beneficial owner declaration — see our dedicated guides.
- SRL: ONRC fees + Official Gazette publication roughly 150–230 RON, plus 500 RON capital (stays with the company).
- Both may need a fiscal address, signature specimen, optional advisory fees.
- Timing: PFA often 1–3 business days; SRL 3–7 depending on channel (online vs counter) and dossier completeness.
Taxation in 2026: what actually gets compared
Claims that “PFA is cheaper” or “SRL is better” depend on income, deductible expenses, and how you take money out — not headline tax rates alone.
PFA (real system): 10% income tax on net income, plus CAS (25%) and CASS (10%) when legal income thresholds are exceeded. Cash is accessible directly without dividend procedures.
SRL microenterprise: from 1 January 2026, a single 1% income tax rate (Emergency Ordinance 89/2025 — the 3% rate was eliminated), for companies meeting micro conditions, typically with at least one employee and turnover up to EUR 100,000 (ceiling reduced from EUR 250,000 in prior years). Above the ceiling or when conditions fail, 16% profit tax applies.
SRL — profit extraction: dividends taxed at 16% from 2026 (vs 10% in 2025), plus CASS on dividends when thresholds apply. Director salary is another remuneration path with its own contributions.
Practical takeaway: at small solo income, PFA can be simple; for scale, employees, and asset protection, SRL is often preferred — exact math needs an accountant.
CAEN, employees, credibility, and funding
Operational differences also drive the choice:
- PFA: maximum 5 CAEN codes; typically maximum 3 employees.
- SRL: multiple secondary CAEN codes; unlimited employees.
- SRL: stronger credibility with corporates, tenders, EU funds — many programs require a legal entity.
- PFA: limited access to some financing and B2B partnerships requiring an LLC.
- SRL: double-entry accounting, practically mandatory authorized accountant — recurring monthly cost.
- PFA: simplified records; many holders self-manage at the start.
When SRL makes sense (quick checklist)
Signals that SRL deserves serious consideration:
- You want personal assets separated from business risk.
- You plan more than 3 employees or formal employment contracts.
- You need more than 5 relevant CAEN activities.
- You seek bank loans, investors, or EU programs targeting legal entities.
- Income is growing steadily and you want micro or profit tax with clear structure.
- Clients require invoicing from a company, not an authorized natural person.
When PFA stays reasonable
PFA may be enough if:
- You are a solo freelancer or consultant with predictable income and low risk.
- You want immediate access to cash without dividends or formal salary.
- You do not need investors, complex credit, or a large team.
- You meet legal authorization conditions (education/experience where required).
- You accept personal liability and simpler short-term accounting.
Moving from PFA to SRL: new incorporation, not conversion
There is generally no automatic PFA → SRL conversion. Typical path: deregister / close the PFA (per fiscal and ONRC rules) and incorporate a new SRL with a full dossier — documents, office, 500 RON capital, CAEN, beneficial owner.
Plan the transition: new contracts on the SRL, separate bank account, client migration, avoid unclear overlap of activity. Lexter can help prepare SRL documents; PFA closure remains your and your tax advisor’s responsibility.
Chose SRL? Next steps with Lexter
If SRL is your choice, our other articles cover ONRC steps: general dossier, 2026 share capital, registered office, CAEN, MyPortal online filing. Lexter automates extraction from ID and contracts and generates coherent SRL documents — it does not choose your legal form or provide tax advice.
Disclaimer
Informational PFA vs SRL comparison as of June 2026. Fiscal and ONRC rules change. For simulations on your numbers, consult an authorized accountant before incorporating or closing a PFA.
Frequently asked questions
- Is SRL always more tax-efficient than PFA?
- No. It depends on net income, deductible expenses, PFA CAS/CASS thresholds, SRL micro/profit regime, and how you extract cash (16% dividends from 2026). Personalized simulation with an accountant is essential.
- Can I hold both PFA and SRL at once?
- Combinations exist in some cases, but incompatibility, competition, and tax reporting rules apply. Check with a specialist before running both forms.
- What is the minimum SRL setup cost vs PFA in 2026?
- PFA has lower registration costs and no share capital. SRL needs roughly 650–750 RON minimum (500 RON capital + ONRC/MO fees), excluding advisory — capital stays with the company.
- Does PFA require a beneficial owner declaration?
- Beneficial owner reporting is mandatory for legal entities at ONRC. PFA is not an LLC — reporting rules differ. For SRL, see our online incorporation guide where we list the declaration in the dossier.
- Does the 3% micro tax rate without employees still exist in 2026?
- No. Under Emergency Ordinance 89/2025, from 1 January 2026 there is a single 1% income tax rate for microenterprises that meet legal conditions, including the turnover ceiling (EUR 100,000 in 2026). Ask your accountant whether you can stay in the micro regime without an employee or must switch to profit tax.
- Does Lexter help me choose between PFA and SRL?
- No. Lexter focuses on preparing SRL incorporation documents. Legal form choice and tax analysis remain with you and your accountant.