Opening a holding company bank account in Romania: from SRL to group

Exemption for dividends from a subsidiary

Opening a holding company bank account in Romania means giving a company that owns shareholdings, usually an SRL or SA, an account for dividends, sale proceeds and intragroup flows. The bank reviews the group chart, the beneficial owners and the substance in Bucharest. A parent holding at least 10% of a subsidiary for one year may receive dividends tax-free, subject to conditions.

A Romanian company holding at least 10% of a subsidiary for a minimum of one year can receive its dividends tax-free, subject to conditions. The bank will ask for proof of the shareholding to understand where credited amounts come from.

Sale of qualifying shareholdings

Gains from selling shares held under the same threshold and duration conditions are also exempt from profit tax. To receive a large sale price, the bank asks for the sale agreement and the buyer's identity.

Withholding on dividends paid by the holding

Since 1 January 2026, dividends distributed by a Romanian company have in principle borne 16% withholding. A qualifying EU parent company may be exempt, and Romania's tax treaties often reduce the rate.

Profit tax and the micro-enterprise regime

Romanian profit tax is 16%. The micro-enterprise regime, taxed on turnover, has been narrowed in recent years; a holding that lives only on dividends should check with its adviser which regime actually applies.

Real seat and management in Bucharest

An actual office, a director resident in Romania or regularly present, and decisions taken locally give the holding substance. Without them, the shareholder's home tax authority may challenge Romanian tax residence.

Transfer pricing and documentation file

On a holding company account, loans, management fee recharges and guarantees between the holding and its subsidiaries must be at arm's length. ANAF can demand a transfer pricing file, and the bank relies on these agreements to explain the flows.

Foreign shareholders and the ownership chain

For a Romanian holding account, when the holding is owned by a Cypriot, Dutch or French company, the bank asks for documents at every level. Beneficial owners declared to the ONRC must match these documents, with no discrepancy in names or percentages.

Treasury in lei and euros

A group holding often keeps a lei account for local taxes and costs and a euro account for dividends from European subsidiaries. Deposits above 100,000 euros per bank are not covered by the FGDB guarantee.

Preparing the opening file

Banca Transilvania reviews holdings through its corporate banking arm; articles, the ONRC certificate, the beneficial ownership declaration, a signed group chart and the latest financial statements of subsidiaries form the core of the file.

CRS and reporting in the shareholder's country

For a passive holding, the Romanian bank reports its controlling persons under CRS. A shareholder resident in France still has to declare foreign shareholdings and income, and where relevant personal accounts on form 3916.

Steps to open a holding company bank account in Romania

The opening follows a fairly constant order. The company must first be registered with the ONRC, with its articles, registered office and directors. The bank then opens its file: contact with the relationship manager, appointment, delivery of documents, compliance review and signature of the agreement. Depending on the institution and the complexity of the group, the whole process can run to several weeks, and nothing guarantees a favourable answer in advance.

Define them carefully from the start: changing the powers on a holding company account later requires new documents and another pass through the compliance department. Good set-up from the start prevents most operational problems later on a holding company account.

Check that the IBAN, the company name and the CUI code appear exactly as in the register. A small difference between these details can cause a transfer to be rejected or lead the sending bank to ask for justification before it carries out the operation.

Documents for a Romanian holding company

The typical file includes up-to-date articles, the registration certificate, proof of the registered office, the list of shareholders and directors, and a group chart down to the individuals. Documents issued abroad are generally expected with an apostille and a certified translation into Romanian.

Added to these are documents describing the activity: financial statements of the holding and its subsidiaries, the list of shareholdings, loan agreements between group companies and an explanation of the origin of the capital. For a recent holding, the bank looks at the project and at who finances it. The more precise these papers are, the faster the review moves and the less the relationship manager has to come back to you.

Prepare a short, consistent note explaining why the company is based in Romania, what flows are expected and with which countries. Its content must match the articles, the contracts and the group chart provided. A story that differs from one document to another is one of the most frequent causes of delay, because the bank must justify each file to its supervisor, the Banca Națională a României.

Running the bank account for a holding in Romania day to day

If the bank questions an unusual movement, a quick reply with supporting documents avoids a temporary block on the account or a restriction of services. This is the best protection for a Romanian holding company account that sees varying amounts.

Set up a regular reconciliation between the statements and the accounts. If the holding uses lei and euros, follow each account separately and compare the bank’s conversion rates with market rates before moving large sums. A bank account for a holding in Romania runs more smoothly when responsibilities are written down.

Tell the bank about any change in the structure: a shareholder joining or leaving, a new director, an additional subsidiary, or a change of address or tax residence of a beneficial owner. Ignoring them exposes the company to requests for explanations, or even termination of the relationship, whereas a voluntary notice shows the file is serious and preserves the bank’s trust.

Common mistakes and checks before opening

Common mistakes include opening the account before the beneficial ownership declaration is updated, an incomplete group chart, a holding presented as active when it only holds a single stake, and missing papers explaining the origin of the capital. Taking time to prepare a complete file for a holding company bank account in Romania is usually cheaper than correcting a refused application.

Before paying in capital or giving the IBAN to partners, check that the institution is authorised in Romania and ask in writing for the list of documents required.

Confirm them with a Romanian tax adviser and, for the shareholder, with the authority of their country of residence. This guide remains general: only the bank can say whether it accepts your structure, and only a qualified professional can validate the tax treatment of dividends and share disposals.

Lei and euro balances around a dividend distribution

Before the holding distributes a dividend, check which currency the money sits in. Euro dividends from subsidiaries arrive in the euro account, while corporate tax and local costs are paid from the lei account, and a conversion between them carries the bank’s margin. If a large euro balance waits for the distribution, remember that the FGDB guarantee stops at 100,000 euros per bank and consider keeping part of it elsewhere.

When the shareholder is a Cypriot, Dutch or French company, ask the bank how the 16% withholding appears on the statement and which proof of the parent’s residence it wants. Keep the shareholders’ resolution next to the transfer order. A holding that lives only on dividends should also confirm with its adviser whether the micro-enterprise regime still applies before the first financial statements are filed with the ONRC, since the answer changes how the profit is taxed.