Do you need a lawyer to start a business in Romania illustration with legal scales, Romanian flag, and company registration document

Do You Need a Lawyer to Start and Run a Business in Romania?

by Simona Rotaru Corporate Law

Business law guide · Romania

Do You Need a Lawyer to Start and Run a Business in Romania?

A lawyer is not generally a statutory condition for incorporating or operating a Romanian company. The real question is whether the decisions being made are simple enough to handle safely without tailored legal review.

This guide separates Trade Registry filing from legal risk management and explains when a business lawyer, accountant or notary may be relevant. The current requirements of the competent authorities should be checked before filing.

Short answer: a founder may often register and run a straightforward Romanian business without retaining a lawyer. Legal support becomes particularly valuable where there are foreign or multiple shareholders, negotiated governance rules, regulated activities, employees, important contracts, intellectual-property assets, financing or cross-border operations.

Is a lawyer required to start a company in Romania?

No. Romanian company registration does not generally require a founder to retain a lawyer. The founder may prepare and submit the incorporation file personally or use an authorised representative, subject to the current filing, identification and signature requirements.

The National Trade Register Office (ONRC) administers company registrations and provides forms and procedural information. An uncomplicated file may therefore be handled without legal representation. This does not mean that a standard form resolves decisions about ownership, management authority, shareholder protection, financing or commercial risk.

The distinction matters because the Trade Registry examines the registration file. It does not design the founder’s commercial arrangements or assess whether a generic contract adequately protects the business. The wider framework may include Companies Law no. 31/1990, trade-register rules, beneficial-owner requirements, taxation, employment, data protection, intellectual property and any legislation applying to the chosen activity.

Filing is one task

Registration confirms that the file satisfies the applicable filing requirements. It does not validate every commercial decision.

Risk is another task

Ownership, authority, contracts, employees, data and financing may require tailored legal analysis before the business starts.

Support can be targeted

A founder does not always need a permanent lawyer. A focused review may be enough for a defined decision or transaction.

Important: successful registration does not confirm that the ownership structure, decision rules, contracts or compliance framework are suitable for the business.

What can a founder usually handle without a lawyer?

A founder can usually make the initial commercial choices, gather identification and ownership information, reserve a company name and use the Trade Registry’s filing route. Whether that is sensible depends on the number of founders, the documents, the activity and the consequences of getting the structure wrong.

Select the stage to see the main legal control.

Define the business

Identify the activity, founders, proposed ownership, administrator, registered office and expected operating model before choosing the filing route.

StageFounder can usually doRisk requiring reviewPractical control
PreparationIdentify activity, founders, ownership, administrator and office.The chosen structure may not fit control, funding or regulated activity needs.Test the structure before documents are signed.
DocumentsGather identity, office and ownership information.Foreign corporate authority, legalisation or beneficial-owner issues may delay the file.Check recency, consistency and translation requirements.
RegistrationUse the forms and official submission route.Signature, filing or activity conditions may be misunderstood.Follow the current ONRC instructions and retain proof of filing.
OperationArrange banking, accounting and initial administration.Registration does not replace tax, employment, licensing or data compliance.Create a launch checklist with the right professionals.

When should you involve a business lawyer in Romania?

A targeted legal review is most useful before the founders commit to a structure, sign an important agreement or start an activity carrying regulatory, employment, data or intellectual-property risk. The earlier review does not need to cover every future issue. It should focus on decisions that are difficult or expensive to reverse.

Before incorporation

Review legal form, ownership, administrator authority, registered office, activity codes and foreign documents.

Before signing

Review shareholder, financing, lease, customer, supplier, employment or technology agreements before commitment.

Before a major change

Assess investment, restructuring, share transfer, new activity, financing, exit or change of control.

A lawyer may also be useful when the founder is unfamiliar with Romanian procedure, is managing the business from abroad, has several investors, is negotiating with a stronger counterparty or needs one person to coordinate legal and commercial documents. The instruction can be limited to structure, contract review, filing support, negotiation or a specific compliance question.

Where does legal advice add the most value?

The value of legal advice is usually highest where a mistake affects ownership, control, money, people, data or the ability to exit. These areas are connected, so the review should reflect the actual business model rather than a generic start-up checklist.

Several founders or investors

Voting, reserved matters, funding obligations, transfers, deadlock and exit provisions should be considered before relationships become difficult.

Foreign shareholders

Corporate authority, legalisation, translations, beneficial ownership and parent-company relationships require coordination.

Material contracts

Payment, delivery, liability, warranties, intellectual property, confidentiality, termination and dispute clauses allocate real risk.

Employees and contractors

Employment documents, worker classification, management authority and workplace procedures should reflect the actual relationship.

Data, software and online services

Privacy roles, software ownership, licences, security responsibility, consumer terms and AI use may need review.

Investment or restructuring

Share issues, transfers, financing, reorganisations and exits require corporate approvals and transaction documents to align.

Business lawyer, accountant or notary: who does what?

These professionals perform different functions. An accountant does not replace legal review, and a lawyer does not replace accounting or tax compliance. A notary is involved only where the law or the chosen transaction requires a notarial form or authentication.

ProfessionalCore roleTypical questionsMain limitation
Business lawyerLegal structure, rights, obligations and risk allocation.Governance, contracts, employment, compliance, transactions and disputes.Does not replace accounting records or tax reporting.
Accountant or tax adviserAccounting, reporting and tax treatment.Bookkeeping, returns, payroll, financial statements and tax position.Does not design contractual rights or provide legal representation.
NotaryAuthentic instruments and other notarial formalities.Authentication and transactions requiring notarial intervention.Does not ordinarily provide ongoing commercial legal management.
Trade RegistryReceives and examines filings within its legal competence.Registration documents, changes and formal company information.Does not act as the company’s lawyer or commercial adviser.

Romanian companies must organise and maintain accounting records under Accounting Law no. 82/1991. The responsible accounting arrangement should be confirmed with a qualified accounting or tax professional. Where a decision has both legal and tax consequences, the lawyer and accountant should coordinate their work rather than treating one role as a substitute for the other.

Business start-up legal checklist

  • Confirm the route: compare an SRL, branch or another appropriate form against the intended activity.
  • Map ownership: identify shareholders, beneficial owners, voting rights and funding expectations.
  • Define authority: decide who represents the company and whether signatures or approvals are limited.
  • Check the activity: verify activity codes and any licence, notification or operating condition.
  • Secure the office: document the right to use the registered-office premises.
  • Prepare foreign documents: confirm recency, authority, legalisation and translation requirements.
  • Plan key contracts: prioritise shareholder, customer, supplier, lease, employment and intellectual-property documents.
  • Coordinate launch: align registration with banking, accounting, tax, employment and compliance steps.
  • Set a review point: reassess the legal structure when the business raises finance, hires, expands or changes control.

The checklist is not a substitute for the current ONRC procedure. It is a way to identify where a founder can proceed alone and where a focused legal review may prevent a larger problem.

How much does a business lawyer cost in Romania?

There is no reliable universal price for business legal work. The fee depends on the scope, documents, number of parties, urgency, negotiation, filing work, sector and whether the instruction is a one-off project or recurring support.

A useful fee discussion separates official or third-party costs from legal fees. Trade Registry charges, translations, legalisation, notarial work, accounting, banking and sector approvals may arise independently of the lawyer’s fee. Before work begins, ask for the scope, assumptions, exclusions and fee basis to be stated clearly.

A fixed fee may suit a defined incorporation or document review. Hourly or staged billing may be more appropriate where the facts may change or negotiation is involved. Businesses with recurring needs can compare a subscription or retainer, but the scope should still identify what is included, what is excluded and how urgent or unusual work is handled.

Common mistakes when starting without legal review

Using default rules without testing them

Standard documents may not address equal ownership, vetoes, funding, director authority, transfers or exit.

Signing before responsibilities are clear

A commercial relationship may begin before payment, acceptance, liability, IP ownership and termination rights are agreed.

Treating registration as permission to operate

The activity may still require tax choices, licences, consumer information, employment steps or data-protection measures.

Other recurring problems include leaving founder understandings undocumented, appointing an administrator without clarifying authority, assuming that a foreign company’s internal approval is never needed, relying on an old checklist, mixing personal and company commitments and failing to plan what happens when a founder leaves.

A legal review is not valuable because every business needs the same paperwork. It is valuable when it identifies the few decisions that determine control, liability, money or the ability to change direction later.

How should a foreign founder approach Romanian legal support?

A foreign founder should begin with a short factual brief: the intended activity, founders and ownership, expected investment, proposed administrator, registered-office position, target start date and any draft document already received. The brief should also identify whether the founder will work in Romania, hire people, sign local contracts, process personal data or operate in a regulated field.

The lawyer can then separate matters that require legal analysis from those that can be handled through the ordinary filing, accounting or administrative process. This reduces unnecessary work while ensuring that foreign corporate documents, translations, powers of attorney, beneficial-owner information and banking or tax questions are not treated as afterthoughts.

Remote support may be possible, but incorporation does not itself create a Romanian residence or work right. The founder should separately check immigration, tax residence and social-security implications where the business activity or personal presence requires it.

Select the issue that needs coordination.

Structure

Review the legal form, ownership, voting, administrator authority, registered office and funding expectations before incorporation.

Frequently asked questions

Do I legally need a lawyer to open an SRL in Romania?

No. Retaining a lawyer is not generally a condition for incorporating an SRL. A founder can prepare and submit the file personally, subject to the Trade Registry’s current document, signature and filing requirements. Legal advice may still be useful where ownership, governance, foreign documents or the proposed activity create issues that standard forms do not resolve.

Can a foreign founder start a Romanian company remotely?

Often, yes, but the correct route depends on the founders and documents. Electronic filing or an authorised representative may be available, while identity checks, foreign corporate records, translations, legalisation, banking or regulated-sector requirements may require additional steps. Incorporation does not itself create a Romanian residence or work right.

When is a shareholder agreement worth considering?

A shareholder agreement is particularly useful where there are several founders or investors and the parties need tailored rules on decisions, reserved matters, funding, transfers, confidentiality, deadlock or exit. It should be coordinated with the articles of association and mandatory Romanian company law.

Can my accountant handle all legal matters for the company?

No. The accountant manages accounting, financial reporting and tax-related work within the agreed professional scope. Contract rights, corporate governance, employment questions, regulatory obligations and legal disputes require separate legal analysis.

What should I send to a business lawyer in Romania?

Send a short description of the planned activity, the founders and ownership structure, the relevant deadline and any draft incorporation, shareholder, financing, customer or supplier documents. For an existing company, include the current corporate documents and identify the specific decision, transaction or risk requiring review.

Does company registration mean that the business can operate immediately?

Not necessarily. Registration is separate from tax, accounting, employment, licensing, consumer, data-protection, immigration and sector-specific requirements. The business should confirm the conditions applying to its actual activity before starting operations.

Related legal guides

Need help with a Romanian business decision?

A focused review can identify the legal structure, documents, approvals and compliance points that matter for your next step.

Book a consultation

Disclaimer: This article provides general information only and does not constitute legal, tax or accounting advice or the creation of a lawyer-client relationship. The appropriate structure and professional support depend on the founders, activity, documents and intended transactions. Obtain a case-specific assessment before acting.

AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.

Unpaid invoices in Romania and commercial debt recovery

Unpaid Invoices in Romania (SRL Guide): Legal Recovery Options

by Simona Rotaru Debt Collection in Romania
Commercial debt recovery · Romania

Unpaid Invoices in Romania (SRL Guide): Legal Recovery Options

A Romanian company dealing with an unpaid invoice should decide quickly whether to request payment, negotiate, use the payment-order procedure, bring an ordinary claim or enter an insolvency proceeding as a creditor. The correct route depends on the contract, evidence, objections, debtor’s position and value of the claim.

This guide is general information for Romanian companies and foreign businesses with Romanian counterparties. The current procedural, tax and insolvency position should be checked for the specific claim before filing.

Primary procedural reference: Romanian Code of Civil Procedure. Law no. 72/2013 and Law no. 85/2014 should be checked in their current form in the Portal Legislativ.

What is the fastest legal route for an unpaid invoice in Romania?

There is no universally fastest route. A payment order under the Romanian Code of Civil Procedure can be suitable for a due, payable and undisputed monetary claim supported by written evidence. If the debtor raises a genuine defence, ordinary litigation may be necessary. If the debtor is insolvent, the creditor must follow the insolvency procedure and its deadlines.

Before court

Verify the contract, delivery or performance evidence, invoice, due date, notices, limitation issues and the debtor’s current solvency before choosing a procedure.

Payment order

Consider the special procedure when the debt is certain, liquid and due and the available documents support the claim. It is not a substitute for complex factual disputes.

Ordinary claim

Use a standard civil claim when the debt, performance, defects, set-off, termination or amount is genuinely disputed or the remedy goes beyond a payment-order application.

Important: a formal demand, a court application and enforcement are different steps. A lawyer should assess the evidence and debtor’s position before a company promises a recovery date or incurs filing costs.

How should an SRL assess an unpaid invoice?

The first task is to convert the invoice into an evidence file. The relevant question is not simply whether an invoice was issued, but whether the creditor can prove the underlying obligation, performance or delivery, acceptance, due date and amount still outstanding.

Select the point that determines the next legal decision.

Build the evidence

Collect the contract, purchase order, invoice, delivery or acceptance record, correspondence, account statement and proof of any partial payment.

QuestionEvidence to collectWhy it mattersPossible consequence
Was there a binding obligation?Signed contract, order, accepted offer or reliable correspondence.Shows the legal basis for payment and the parties’ agreed terms.Weak proof may require ordinary litigation rather than a simplified route.
Was performance completed?Delivery notes, acceptance, timesheets, reports, emails or technical records.Connects the invoice to the goods or services supplied.Defects, non-acceptance or set-off may create a genuine dispute.
Is the amount due?Invoice, due date, payment schedule, credits and account reconciliation.Clarifies the principal, interest, penalties and disputed balance.An uncertain or conditional amount may not fit a payment-order application.
Has the debtor’s position changed?Public insolvency information, returned mail, failed payments and enforcement data.Determines whether ordinary collection remains commercially sensible.Insolvency may redirect the creditor to a proof-of-claim process.

What legal recovery options are available?

A creditor may begin with a calibrated payment request or settlement proposal. This is not a universal mandatory pre-action step for every commercial claim, but it can clarify the debtor’s position, preserve the chronology and avoid proceedings where payment is still realistic.

Where the claim is due, liquid and supported by written evidence, the creditor may consider the payment-order procedure regulated by Articles 1014–1025 of the Romanian Code of Civil Procedure. The procedure is designed for payment claims based on a contract or another written instrument. The court may reject the application or direct the dispute toward ordinary litigation where the legal conditions are not satisfied or the defence requires a full examination.

An ordinary claim may be more appropriate where the debtor disputes delivery, quality, completion, termination, calculation, set-off or liability. It may also be required where the creditor seeks remedies that cannot be obtained through a payment-order application. The pleadings and evidence should be prepared around the actual dispute, not around the label placed on the invoice.

After an enforceable title is obtained, enforcement is a separate phase. The creditor may need an enforcement strategy based on identifiable assets, bank accounts, receivables, movable or immovable property and competing creditors. A judgment does not guarantee immediate recovery if the debtor has no recoverable assets.

Payment request

Use a clear statement of the amount, legal basis, due date, payment details and deadline, while preserving proof of delivery and avoiding unsupported threats.

Payment order

Assess whether the documentary record supports a due monetary claim and whether a genuine defence is likely to require ordinary proceedings.

Ordinary litigation

Use a standard claim for contested facts, complex contractual remedies, damages, set-off or evidence that cannot be fairly resolved in the special procedure.

Evidence, limitation and the commercial value of the claim

Invoice recovery should begin with a limitation and value assessment, not only with drafting a demand. The general limitation period for many civil claims is three years, but the starting point, interruption, suspension and applicable special rule depend on the legal relationship and the facts. The creditor should calculate the period from the relevant due date and review any acknowledgments, partial payments, settlement discussions or proceedings that may affect it.

Evidence must be preserved in the form in which it was created. Keep the original contract and annexes, order forms, delivery documents, acceptance records, correspondence, electronic metadata where relevant, payment history and proof that notices were received. A translated summary may help an international client, but it should not replace the underlying document when the original is needed to prove the transaction.

The debtor’s objection should be identified before a procedure is chosen. A refusal to pay is not always a legal defence, while an objection about non-performance, defects, delivery, authority, prescription, set-off or termination may change the entire case. The creditor should also check whether the invoice was issued by the contracting entity, whether the claim was assigned, whether guarantees exist and whether another company in the group is actually liable.

Finally, compare the expected recovery with the cost and time of action. A smaller debt may justify a formal demand and settlement process, while a larger or strategically important claim may justify litigation and enforcement preparation. Cross-border debt adds jurisdiction, service, applicable law, translation and recognition issues. No route should be presented as guaranteed merely because the invoice appears unpaid.

Recovery routeBest starting pointMain legal riskControl before filing
Payment request or settlementDebt is commercially recoverable and the debtor may still engage.Admission, waiver or unclear settlement language.State the legal basis, amount, reservation of rights and payment terms precisely.
Payment-order procedureDue monetary claim supported by written evidence.Genuine defence or insufficient documentary proof.Test certainty, liquidity, maturity and likely objections under the Code of Civil Procedure.
Ordinary civil claimDisputed performance, amount, liability or contractual remedy.Limitation, jurisdiction, evidence gaps or disproportionate cost.Map the cause of action, evidence, remedy, court fee and enforcement value.
Insolvency claimFormal insolvency proceedings have been opened against the debtor.Missed deadline, incomplete proof or low recovery ranking.Follow the court decision, administrator notices and creditor-table timetable.

Interest and recovery costs for late B2B payments

For commercial transactions within the scope of Law no. 72/2013, late-payment interest and the fixed recovery-cost compensation may be available under the statutory conditions. The applicable interest rate is not a permanent number. It depends on the reference rate in force for the relevant period and should be calculated for the actual dates, currency and transaction.

The contract may contain its own interest or penalty clause, but the clause must be checked for validity, proportionality, applicable mandatory rules and the relationship between contractual and statutory remedies. A creditor should not copy an old rate from an earlier article or assume that the same rate applies throughout a long period of delay.

The fixed recovery-cost amount is not a substitute for proving the principal debt, and it does not automatically resolve questions concerning legal costs, contractual penalties, VAT or damages. The invoice file should separate principal, contractual interest, statutory interest, fixed compensation and recoverable procedural costs.

Practical control: calculate interest only after confirming the due date, any grace period, partial payments, suspension or dispute, applicable reference rate and the legal basis for the amount claimed.

What if the debtor enters insolvency?

When insolvency proceedings are opened, the creditor must stop treating the matter as an ordinary collection exercise. The creditor should check the court decision, the insolvency administrator, the deadline fixed for lodging claims and the information published in the insolvency proceedings. The applicable deadline is not a universal 30-day period copied into every case. It is determined by the insolvency court’s decision and the applicable provisions of Law no. 85/2014.

The creditor should prepare the proof of claim with the contract, invoices, delivery evidence, account reconciliation, notices, interest calculation and any security. Missing the deadline, filing an incomplete claim or failing to monitor the creditor table can materially affect participation in the proceedings.

VAT treatment is a separate accounting and tax question. The creditor should coordinate any adjustment under the Romanian Fiscal Code with its accountant and verify the conditions, dates and documentation. A legal recovery strategy should not present a VAT correction as automatic merely because an invoice remains unpaid.

Select the debtor status to see the immediate control.

Still operating

Confirm the debt, send a measured demand, assess settlement and decide whether a payment order or ordinary claim is commercially justified.

Four mistakes that weaken invoice recovery

Using the wrong procedure

A payment order is not designed to decide every dispute about performance, defects, termination, set-off or complex damages.

Copying old rates

Interest rates, filing fees and procedural rules may change. Verify the current amount instead of relying on a previous calculation.

Promising a fixed result

A legal title and an actual recovery are different outcomes. Solvency, assets, security and competing creditors determine the practical result.

Other recurring problems include accepting partial payments without reconciling the balance, losing delivery evidence, sending notices from an unclear entity, overlooking a limitation issue, failing to preserve proof of receipt and treating a foreign debtor as if it were subject to the same jurisdiction and enforcement route.

Unpaid invoice recovery checklist for a Romanian company

  • Identify the contracting parties, signatory authority, applicable law, jurisdiction and any arbitration clause.
  • Collect the contract, order, invoice, delivery or acceptance documents, correspondence and payment record.
  • Reconcile the principal, credits, partial payments, interest, contractual penalties and fixed recovery compensation.
  • Check whether the debtor has raised a genuine defence concerning performance, quality, termination, set-off or amount.
  • Verify limitation, insolvency status, security, enforcement history and the likely value of the claim.
  • Choose proportionately among demand, settlement, payment order, ordinary litigation, European procedure or insolvency filing.
  • Preserve evidence of notices, filing, court communication, the enforceable title and enforcement steps.
  • Coordinate legal, accounting and tax treatment before making a VAT adjustment or settlement concession.

Frequently asked questions

What is the payment-order procedure in Romania?

It is a special court procedure for certain due monetary claims supported by written evidence, regulated by Articles 1014–1025 of the Romanian Code of Civil Procedure. Its suitability depends on the contract, evidence and whether the debtor raises a genuine defence.

Is a formal demand required before suing for an unpaid invoice?

Not for every commercial claim as a universal rule. A demand may nevertheless clarify the debtor’s position, support the chronology, encourage payment and help quantify the amount before proceedings. The contract and applicable procedure should be checked.

How much interest can a Romanian company claim?

The answer depends on the contract, applicable law, transaction, currency, due date and reference rate for the relevant period. For transactions within Law no. 72/2013, statutory late-payment interest may be available, but the current rate must be calculated rather than copied from an old source.

What happens if the debtor disputes the invoice?

A genuine dispute about delivery, quality, completion, termination, set-off or amount may make ordinary litigation more appropriate than a payment order. The creditor should preserve the evidence and assess the likely defence before choosing the procedure.

What should a creditor do if the debtor enters insolvency?

Check the insolvency court decision, the appointed administrator and the deadline fixed for lodging claims. Prepare and file the proof of claim with supporting documents, then monitor the creditor table and the relevant procedural publications.

Does winning a court case guarantee recovery?

No. An enforceable title establishes a legal basis for enforcement, but actual recovery depends on the debtor’s assets, security, ranking, competing creditors and the outcome of enforcement. The commercial value of the claim should be assessed before proceedings.

Related legal guide

Need to recover an unpaid commercial invoice?

A focused review can assess the evidence, debtor status, available procedure, interest calculation and practical enforcement risk.

Book a consultation

Disclaimer: This article provides general information only and does not constitute legal, tax or accounting advice. The correct recovery route depends on the contract, evidence, debtor, amount, applicable law, procedural status and current legal requirements. Obtain a case-specific assessment before filing or making a tax adjustment.

AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.