Archives September 2026

Online company registration in Romania is available for many founders, including non-residents. The filing can be submitted electronically or through an authorised representative, but a valid electronic signature is only one part of the route. The documents, signing authority, identity checks and ONRC platform requirements must also align.

This guide explains the online filing route for foreign individuals, overseas companies and Romanian founders. It focuses on the relationship between electronic signatures, filing authority, documents and the National Trade Register Office platform. For the broader choice of entity, capital and corporate structure, see our company formation in Romania guide.

Can you register a Romanian company online?

Romania’s National Trade Register Office online portal offers services including company-name reservation and incorporation. Law No. 265/2022 also regulates online company formation and electronic communication with the Trade Register.

Under Article 105 of Law No. 265/2022, the registrar may exceptionally request physical presence if there is a suspicion of identity falsification. The same provision states that physical presence is not required when the incorporation application and supporting documents, including the articles of association, were prepared by a public notary or lawyer. If presence is exceptionally requested during online formation, the remaining stages may still be completed electronically.

What are the steps for remote company formation in Romania?

The legal sequence is straightforward, but the filing route should be chosen before documents are signed. Select each step below to see its practical purpose.

1. Confirm the company structure. Decide the entity type, ownership, administrators, business activities and signing authority. An SRL is common, but it should not be selected automatically when investment, governance or regulated activities require another structure. See our 2026 guide to Romanian limited liability companies.
2. Reserve the company name. Submit alternatives that comply with the Trade Register rules. Our separate guide explains how to register a company name in Romania.
3. Establish the registered office. Every Romanian company needs a valid registered office and supporting title to use the address. Review the options in our registered office guide.
4. Prepare, formalise and translate the documents. Coordinate the articles of association, identity or corporate records, declarations, beneficial-owner information, office evidence and powers of attorney. Foreign public documents may require apostille, legalisation or an applicable exemption, depending on the issuing state, bilateral treaties, EU legislation and the nature of the document, followed by an authorised Romanian translation where required.
5. Sign and file through the selected route. If the electronic filing route is used, the signature and submission must satisfy the applicable ONRC technical and procedural requirements. A properly authorised representative may provide an alternative route, provided that the authority granted complies with the requirements applicable to the filing.
6. Complete post-registration onboarding. After incorporation, organise accounting, tax registrations or options, bank onboarding, employment setup and any permits required for the actual activity.

Which documents do foreign founders usually need?

Do founders need a qualified electronic signature?

The signature route should be tested before execution. Romania’s framework includes Law No. 214/2024 on electronic signatures and trust services, while the Trade Register procedure is governed specifically by Law No. 265/2022 and the portal’s filing requirements. The availability of electronic filing depends not only on the legal validity of the electronic signature but also on the technical and procedural requirements imposed by the National Trade Register Office.

Remote identity checks may also involve regulated identification services. The Romanian Authority for Digitalisation publishes information on remote identification by video means, but the availability and acceptance of a particular method still depend on the institution and transaction.

Is a Romanian notary always required?

The correct answer depends on the document, the country where it is issued and the chosen filing route. For foreign founders, the practical question is usually not “Do I need a notary for the company?” but “Which document, if any, needs notarisation, apostille or legalisation, and in which country?”

How long does remote incorporation take?

Under Articles 105 and 107 of Law No. 265/2022, the registrar generally resolves complete applications on documents within one working day and, when the legal requirements are met, orders registration according to the statutory procedure. Procedural exceptions, requests for additional evidence or a need to remedy the file may affect this stage. The one-working-day period should not be advertised as the total time needed by a foreign founder.

If the file is incomplete or does not meet the legal requirements, Article 106 allows a remedy or completion period of up to 15 calendar days. The practical schedule should therefore separate:

• preparation time for the corporate structure and registered office;
• time for foreign documents, apostille or legalisation and translation;
• the Trade Register review of a complete filing;
• time needed to cure any filing defect; and
• post-incorporation bank, accounting, tax and licensing steps.

Is the bank account part of the online incorporation?

Each bank decides what identification, beneficial-owner, source-of-funds and business-model evidence it needs. Some institutions offer remote onboarding in eligible cases; others may request a video identification, additional documents or physical attendance. Founders should compare banking routes early, especially where the ownership chain is international or the activity carries heightened compliance risk. See our guide to opening a Romanian business bank account as a non-resident.

What most often delays a remote filing?

Remote formation checklist for a foreign founder

1. Confirm the Romanian entity, ownership, administrators and business activities.
2. Choose the online filing or legal-representation route before signing documents.
3. Check each foreign document for issue date, apostille or legalisation and Romanian translation.
4. Secure a compliant registered office and align the supporting document with the intended filing.
5. Map the beneficial owners through the complete international ownership chain.
6. Verify the signature and authority of every shareholder, administrator and representative.
7. Submit one consistent, complete file through the National Trade Register Office route.
8. Plan banking, accounting, tax and sector-specific compliance as separate workstreams.

The bottom line

Remote company formation in Romania is a workable route for many foreign founders, but it is not a single universal online form. The successful approach coordinates Romanian incorporation requirements with the founder’s home-country documents, a valid signing or representation route, registered-office evidence and separate post-registration onboarding.

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

Directors and officers insurance in Romania can protect managers and companies against certain defence costs and civil claims arising from alleged management errors. It does not cancel a director’s legal duties, guarantee payment of every claim or cover intentional misconduct simply because the allegation concerns a management decision.

This guide is written for Romanian subsidiaries, foreign groups, founders, shareholders and board members assessing management-liability protection. It complements our detailed guide to Romanian company director liability, which explains when personal exposure may arise under company, insolvency and tax law.

What is D&O insurance and what does it protect?

D&O insurance is a liability policy designed to respond to covered claims alleging a wrongful act by an insured director or officer in that management capacity. Depending on the wording, it may fund defence costs and pay covered settlements, judgments or other insured loss. The policy may also reimburse the company where it lawfully indemnifies the individual.

The expression “wrongful act” is usually defined broadly in the policy, but the definition is only the entrance to the coverage analysis. The claim must also fall within the insured persons, insured capacity, policy period, territory and jurisdiction. It must not be removed by an exclusion, and all notification, consent and cooperation requirements must be met.

Is D&O insurance mandatory for Romanian directors?

There is no safe basis for saying that one identical D&O policy is compulsory for every Romanian company and every SRL administrator. The answer depends on the company form, appointment framework, applicable special regulation and corporate decisions.

Article 153¹²(4) of Romanian Companies Law no. 31/1990 applies within the governance regime of joint-stock companies (SA) and should not automatically be assumed to create a general insurance obligation for all SRL administrators. For a limited liability company, the articles of association, shareholders’ decision, mandate terms and any sector-specific legislation should be checked separately.

Romanian law refers to professional liability insurance, while modern D&O insurance is a market product developed by insurers. Although D&O insurance frequently serves this purpose in practice, the legal obligation and the insurance wording should not automatically be treated as identical concepts.

Even where insurance is required by the appointment or corporate framework, a policy bearing the label “D&O” does not automatically satisfy every requirement. The insured roles, limit, territory, duration, run-off protection and exclusions must fit the mandate and risk profile.

Which Romanian director-liability claims may engage the policy?

A D&O policy may be relevant when a director faces a civil claim, investigation or other covered proceeding arising from alleged conduct in office. Whether it responds depends on the precise policy, not merely on the legal label attached to the dispute.

How does a D&O claim move from allegation to payment?

The practical sequence begins before liability is established. Many policies are written on a claims-made or claims-made-and-notified basis. A demand, investigation notice, circumstance or written allegation may trigger immediate notification duties even if no court proceedings have started.

1. Preserve the notice. Keep the demand, authority letter, board papers and delivery evidence.
2. Identify every potentially responsive policy. Check local and global programmes, prior-year policies and any run-off cover.
3. Notify within the required form and period. Do not wait for a final claim value or court filing if the wording requires earlier notice.
4. Obtain consent before material defence expenditure or settlement. Emergency-cost provisions should be checked where prior consent is impracticable.
5. Separate insured and uninsured matters. Allocation may be needed between individuals and the company, covered and uncovered allegations, or several policies.
6. Protect privilege and cooperation. Coordinate Romanian counsel, broker and insurer communications without disclosing privileged analysis unnecessarily.

What does D&O insurance usually not cover?

Exclusions differ materially between insurers and negotiated programmes. The most important distinction is between an allegation and a final conduct determination. Some policies advance defence costs while allegations are unresolved, then apply a dishonesty or personal-profit exclusion only after a final, non-appealable determination or admission. Other wording may be less protective.

Does D&O insurance cover insolvency, tax liability or criminal proceedings?

Not automatically. These are precisely the scenarios where the difference between defence-cost protection and payment of the underlying liability becomes important.

Under Article 169 of Romanian Insolvency Law no. 85/2014, the court may order persons who contributed to insolvency through listed conduct to bear part or all of the debtor’s liabilities within the causally connected loss. A policy must be checked for insolvency-practitioner claims, conduct exclusions, prior-circumstance provisions and the point at which dishonesty is established.

Tax debts, administrative fines, criminal fines, confiscation and amounts representing unlawful gain may be excluded from coverage or may be regarded as non-insurable under applicable mandatory law. Nevertheless, some policies may cover defence costs for a covered person during an investigation or proceeding until an exclusion is established. The precise wording and Romanian public-policy rules control the answer.

A policy cannot prevent an investigation, prosecution, disqualification, regulatory order or the consequences of a final judgment. Insurance is financial protection within contractual and legal boundaries, not a transfer of public-law responsibility.

What should a Romanian company check before buying or renewing D&O cover?

The best review starts with the company’s actual management structure and claim scenarios, not with the premium alone. A low limit, broad entity cover or weak notification clause may leave directors exposed even where the policy looks extensive on a summary page.

How should D&O insurance fit with corporate governance?

Insurance works best when the governance system can show who decided, on what information, under which authority and with which conflict controls. The policy does not replace accurate minutes, authority matrices, financial reporting, compliance escalation or timely insolvency analysis.

Companies should align the policy with the articles of association, director appointment or mandate, shareholder resolutions, group indemnity arrangements and any transaction documents. A share purchase agreement may require run-off cover for outgoing directors, while a shareholder agreement may address nomination rights and insurance commitments. Neither document should promise protection that the policy does not deliver.

Change of control is particularly important. Many policies restrict cover for wrongful acts occurring after an acquisition or other control event. Transaction planning should therefore address tail coverage, continuity dates, notice of known circumstances and the allocation of premium and claims responsibility.

The bottom line

D&O insurance in Romania can be an important layer of financial protection, especially where directors manage material contracts, regulated activity, cross-border operations or financial distress. Its value depends on the wording and the company’s ability to recognise and manage a claim.

The practical review should connect four documents: the legal mandate, the corporate indemnity, the D&O policy and the internal claims protocol. If they use different definitions of director, authority, claim or covered loss, the gap may emerge only when protection is needed.

Frequently asked questions

Disclaimer: This article provides general legal and insurance information and does not constitute legal, tax, insolvency, insurance-brokerage or coverage advice. Coverage depends on the policy wording, facts, applicable law and insurer’s assessment.

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

A share purchase agreement in Romania should do more than record the number of shares and the price. It must connect the buyer’s due diligence findings with the conditions for closing, the seller’s warranties, specific indemnities, price mechanics and the corporate and regulatory steps needed to transfer control safely.

This guide is written for foreign investors, international groups, founders and business owners negotiating the acquisition or sale of a Romanian company. It focuses on private acquisitions of shares or social parts, particularly Romanian limited liability companies (SRLs). Listed-company rules, regulated-sector acquisitions, privatisations and public takeovers require additional analysis.

The article complements our procedural guide to changing shareholders in a Romanian company. That guide covers the Trade Register implementation. This one explains how the commercial acquisition should be investigated, negotiated and protected contractually.

What does a share purchase agreement do in Romania?

A share purchase agreement, commonly called an SPA, is the principal contract under which the seller agrees to transfer and the buyer agrees to acquire shares or social parts in a Romanian company. It identifies the securities, price, conditions, closing process and allocation of risk between the parties.

The agreement operates within Romanian contract law and the mandatory rules applicable to the target’s corporate form. For an SRL, the transfer mechanics must be aligned with Articles 202 and 203 of Company Law no. 31/1990 and the applicable registration formalities before the National Trade Register Office (ONRC).

Why must legal due diligence come before the SPA is finalised?

Due diligence should identify the matters that can change the decision to buy, the valuation, the deal timetable or the contractual protection. A report that merely lists documents does not complete the task. Each material finding should be converted into a transaction response.

The scope normally covers corporate title and governance, financing and security, material contracts, real estate, employment, tax, disputes, permits, regulatory compliance, intellectual property, IT, data protection, environmental matters and beneficial ownership. Sector, size and business model determine the emphasis.

Which clauses matter most in a Romanian share purchase agreement?

The SPA should describe the transaction as one coherent mechanism. Definitions, price, conditions, warranties, disclosure, indemnities, limitations, covenants and closing deliverables must work together. Imported English-law wording should not be used without checking how it operates under the chosen governing law and Romanian mandatory rules.

How should the purchase price be structured?

The price clause should explain both the headline value and the route from that value to the amount paid. A fixed price is not necessarily simple if debt, cash, working capital, leakage, earn-outs, holdbacks or currency conversion remain unresolved.

A buyer should not treat escrow as a substitute for a coherent claims regime. The SPA should state whether recovery is limited to the escrow, whether the buyer may set off, how competing claims are handled and what happens when the escrow expires.

What is the difference between signing and closing?

Signing creates the contractual commitment. Closing completes the agreed transfer and payment once the applicable conditions are satisfied or waived. They may occur on the same day in a simple transaction, but regulatory approvals, third-party consents, financing or restructuring often require a split process.

Which Romanian approvals and filings can affect closing?

The regulatory analysis should begin before the SPA timetable is agreed. A condition drafted after signing cannot restore leverage or time already lost.

Corporate approval and ONRC registration

For an SRL transfer to an outside buyer, Article 202 of Company Law no. 31/1990 applies together with the target’s articles of association. The parties should verify statutory approval thresholds and any pre-emption or consent rights created by the articles of association, as well as pledges and other restrictions. The applicable ONRC registration formalities and the update of the company’s shareholder register should be built into the completion process.

ANAF notification and tax-debt safeguards

The practical scope of Article V of Law no. 239/2025, as amended by Government Emergency Ordinance no. 13/2026, should be verified in light of the transaction structure and current ONRC and ANAF practice. Although the regime was introduced in the context of transfers affecting company control, registration practice during 2026 has raised questions regarding its application to a broader range of SRL share transfers, as discussed in this analysis of emerging ONRC practice. The parties should confirm the current notification, tax-certificate, guarantee and registration requirements before signing and again before filing.

Merger control

An acquisition of sole or joint control may constitute an economic concentration. Under Competition Law no. 21/1996, the Romanian thresholds are generally met where the combined worldwide turnover of the undertakings concerned exceeds EUR 10 million and at least two undertakings concerned each achieved Romanian turnover exceeding EUR 4 million in the previous financial year. The EU Merger Regulation may apply instead where its thresholds are met. Closing before the required clearance can expose the parties to gun-jumping risk.

Investment screening

Romania’s investment-screening regime under Government Emergency Ordinance no. 46/2022 was substantially amended by Government Emergency Ordinance no. 17/2026. The general value threshold is now EUR 5 million, but a transaction below the threshold may still be examined if it may affect security, public order or EU projects or programmes. The rules can apply to EU and non-EU investors, and the filing contribution is EUR 5,000 where an authorisation application is required. Sector, investor, control, value and transaction structure must be screened early.

Sector approvals, lender consents, foreign-subsidy review or contractual change-of-control notices may also be relevant. The SPA should allocate responsibility, information, cooperation, remedies and the long-stop date for each approval.

What should happen at closing?

Closing should be a coordinated exchange, not a loose collection of signatures. The SPA should identify every deliverable, who provides it, its agreed form and whether all actions are deemed simultaneous.

1. Confirm conditions. Record satisfaction or valid waiver of every closing condition.
2. Approve the transfer. Deliver the required shareholder and corporate resolutions.
3. Transfer the shares. Execute the required instruments and update the shareholder register.
4. Pay the consideration. Follow the funds flow, escrow and debt repayment arrangements.
5. Release security. Deliver releases of share pledges, guarantees or target security where agreed.
6. Change governance. Coordinate resignations, appointments, powers of attorney and bank mandates.
7. Deliver control items. Transfer corporate books, credentials, keys, seals and agreed records.
8. Complete filings. Submit ONRC and ANAF documents, together with beneficial-owner filings where required under the applicable transparency rules, within the relevant timetable.

What limitations should apply to seller liability?

Seller limitations often include a de minimis threshold, basket, aggregate cap, time limits, mitigation, exclusion of double recovery and a formal claim procedure. Tax, title, authority, fraud and specific indemnities may have different limits. The commercial result depends on how these provisions interact, not on any one headline cap.

The buyer should also test recoverability. A contractual claim against a seller with no accessible assets may provide little protection. Escrow, holdback, bank security, parent guarantee or warranty and indemnity insurance may be considered depending on transaction size and risk.

A buyer’s pre-signing checklist

1. Define the acquisition perimeter. Confirm percentage, target entities, securities and excluded items.
2. Verify title and authority. Check ownership, encumbrances, approvals and signatory powers.
3. Complete risk-focused due diligence. Prioritise issues that affect value, continuity or closing.
4. Translate findings into protections. Allocate each material issue to remediation, price, condition, warranty, indemnity or withdrawal.
5. Select the price mechanism. Define accounting rules, leakage, debt, cash, working capital and dispute resolution.
6. Screen regulatory approvals. Review merger control, investment screening, sector approvals and third-party consents.
7. Align signing and closing. Specify conditions, conduct rules, long-stop date, termination and closing deliverables.
8. Test recovery. Check caps, time limits, exclusions, seller credit and available security.
9. Plan filings and integration. Prepare ONRC and ANAF filings, beneficial-owner filings where required under the applicable transparency rules, governance steps and day-one actions.

The bottom line

A Romanian SPA should be the final expression of the buyer’s investigation and the parties’ negotiated risk allocation. The strongest agreement is not the longest. It is the one that identifies what is being bought, states how price is calculated, prevents closing before essential approvals, allocates known and unknown risks clearly and gives the parties an executable closing process.

Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct structure, approvals, tax treatment and contractual protections depend on the parties, target, sector and facts of each transaction.

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