Moving Your Company From Romania to the UAE in 2026

Romania offers no direct legal path to move the company itself to the UAE — only the business can move, into a new UAE entity. The EU Mobility Directive enables cross-border conversions between EU/EEA states, but the UAE sits outside that framework. Your practical routes are: (1) incorporate a new UAE company and transfer the business as a going concern, then liquidate the Romanian SRL; (2) incorporate in the UAE and start fresh while winding down Romania separately; or (3) keep the Romanian SRL alive and add a UAE subsidiary or sister company — often the pragmatic answer when the SRL holds EU contracts, staff, or a Romanian VAT number you cannot afford to lose. If your SRL uses the micro-enterprise regime, check the exit implications with counsel — leaving the regime changes the tax math.

For a Romanian SRL, the exit is governed by Companies Law 31/1990 and registered with the Trade Register (ONRC). The realistic options:

• Dissolution and liquidation (dizolvare și lichidare): shareholders’ resolution, appointment of a liquidator, creditor notice period, distribution of residual assets, tax clearance, and removal from the Trade Register. Distributions face Romanian withholding tax — confirm the current rate and treaty position with counsel.
• Asset/business transfer: sell the business — contracts, IP, equipment, goodwill — to the new UAE company at arm’s length, then liquidate or mothball the SRL. Faster and lets you sequence the move.
• EU intermediate step: convert the SRL into another EEA vehicle under the Mobility Directive first, then move the business to the UAE. Adds a step but can preserve EU substance.

Romanian exit tax is the number to model first: when assets or the place of management leave Romania, unrealized gains can be taxed as if realized. Get a written opinion from a Romanian tax adviser before you sign anything.

Before incorporating anything, map both sides:

• Romania side: 16% corporate tax (with a micro-enterprise regime for small firms; Tax Foundation/OECD and ANAF, as of 2026), and VAT at 21% (raised from 19% in 2025 — confirm the current rate with counsel before relying on it). Exit tax applies on unrealized gains when assets or management leave. A Romania–UAE double-tax treaty exists — confirm with counsel how it treats dividends, interest, and royalties during the transition.
• UAE side: the new UAE company faces 0% corporate tax to AED 375,000 of taxable income and 9% above (Federal Decree-Law 47/2022), 5% VAT if taxable supplies exceed AED 375,000 annually, and — for large multinational groups — a 15% domestic minimum tax (Cabinet Decision 142/2024, financial years from 1 January 2025). Check small-business relief (revenue at or below AED 3 million, to 31 December 2029).
• Transfer pricing: document the business transfer at arm’s length; Romania’s ANAF enforces transfer-pricing documentation.
• Withholding: dividends paid from the SRL to UAE shareholders during wind-down may face Romanian withholding tax — treaty relief, if available, must be claimed properly.

Choose the UAE vehicle deliberately:

• Free zone company (IFZA, RAKEZ, DMCC, etc.): fast, cost-effective, ideal for holding, trading, and services businesses. Confirm qualifying-free-zone-person status if you want the 0% corporate-tax rate on qualifying income — it is not automatic.
• Mainland (DED) company: full access to the UAE domestic market; required if you will trade onshore.
• DIFC/ADGM: common-law jurisdictions, strong for funds, SPVs, and holding structures.
• Offshore (JAFZA Offshore, RAK ICC): useful for pure holding but weaker for banking, and generally no UAE tax-residency certificate.

Incorporation takes 1–3 weeks. Register for corporate tax with the FTA via EmaraTax within 3 months of incorporation — the AED 10,000 late-registration penalty applies even to companies with no taxable income. VAT registration is due once taxable supplies cross AED 375,000 in 12 months (voluntary from AED 187,500).

Romanian-origin companies generally clear UAE bank KYC without unusual friction — Romania is a well-understood EU jurisdiction. Prepare a complete pack: apostilled ONRC extract and articles for the SRL (if transferring from it), certified passports and proof of address for all UBOs and directors, source-of-funds and source-of-wealth evidence, 6–12 months of bank statements, a business plan with contracts and invoices evidencing real activity, and UAE residence visas/Emirates IDs for signatories. Budget 2–6 weeks and apply to two or three banks in parallel. Keep the Romanian bank account open until the final transfers clear and the Trade Register removal is recorded.

Execute the migration in this order to avoid gaps in contracting capacity:

1. Novate or assign contracts: customer, supplier, and service agreements move from the SRL to the UAE entity — check change-of-control and assignment clauses first. EU customers may need new VAT treatment on invoices.
2. Transfer IP: assign trademarks, domains, and proprietary IP; record assignments at the EUIPO/OSIM where registrable.
3. Move staff: UAE employment visas and labour contracts; close or transfer Romanian employment positions per the Romanian Labour Code.
4. Migrate systems: accounting, payroll, and compliance tooling cut over to the UAE entity’s books.
5. Redirect cash flows: invoicing switches to the UAE entity; settle intercompany balances with proper documentation.

Keep the SRL in good standing until every transfer is complete.

Once the UAE entity is fully operational, either complete the SRL dissolution (liquidator’s final accounts, creditor settlement, tax clearance, distribution, removal from the Trade Register) or keep it dormant for legacy EU contracts, with annual filings and continued compliance. Obtain the formal removal confirmation and keep it permanently — UAE banks, auditors, and future buyers will ask for the paper trail. File final Romanian corporate tax and VAT returns, deregister for VAT if applicable, and retain your Romanian adviser until the file is formally closed.

A realistic budget: UAE incorporation AED 10,000–35,000; Romanian exit legal/tax fees EUR 6k–15k; transfer-pricing documentation AED 10,000–30,000; ongoing UAE compliance. Get fixed-fee quotes per workstream. The common failure modes:

Should you actually move? The honest read:

The UAE wins when: your effective rate drops from 16% to 0–9% and your customers are global

Romania wins (stay put) when: you need EU market access, an EU VAT number, or Romanian incentives tied to domestic presence

The verdict: Move the operating business if your customers are global; keep the SRL if the EU is your market.

Run the numbers over five years, not one: include the exit tax, two years of dual compliance, and the cost of rebuilding banking relationships. If the five-year saving is less than 2x the move cost, the disruption usually is not worth it.

A realistic week-by-week plan for a Romania-to-UAE move:

• Weeks 1–2: UAE free-zone or mainland incorporation; open 2–3 UAE bank applications; engage romanian counsel for the exit route and exit-tax modelling; audit contract assignment clauses.
• Weeks 3–4: UAE company licence issued; EmaraTax corporate-tax registration filed; begin contract novations and IP assignments; Romanian exit filings prepared.
• Weeks 5–8: UAE bank account approved (the usual bottleneck); invoicing switches to the UAE entity; staff visas processed; intercompany balances documented.
• Weeks 8–12: Romanian liquidation or strike-off completed; final home-country tax and VAT returns filed; legacy bank account closed last.

Budget honestly: UAE incorporation and first-year licence AED 10,000–35,000; Romanian exit legal and tax fees in the low five figures (local currency); transfer-pricing documentation AED 10,000–30,000; UAE audit and compliance AED 8,000–20,000 a year. Add a 20% contingency — cross-border moves always find one surprise.