EU Pay Transparency Directive 2026: What Romanian Employers Must Know

A Practical Compliance Guide for the June 7 Deadline

The EU Pay Transparency Directive (2023/970) is a landmark regulation requiring all EU employers to disclose salary information, prohibit salary history questions, and provide gender-disaggregated pay data. By June 7, 2026, Romania must transpose this Directive into national law, forcing fundamental changes to recruitment practices, compensation structures, and pay reporting systems.

For Romanian employers with 100+ employees, mandatory gender pay gap reporting begins in 2027. For all employers, new recruitment transparency and employee information rights take effect immediately upon transposition. This guide explains what you need to do, when you need to do it, and how to prepare before Romanian implementing legislation is finalized.

Why This Matters: The Directive’s Generational Impact

The EU Pay Transparency Directive represents a fundamental shift in how employers must approach compensation. Instead of responding to individual discrimination complaints, employers must now proactively disclose pay information, systematically measure gender pay gaps, and explain or remedy any unjustified differences.

The persistent gender pay gap across the EU stands at 12–13%, representing hundreds of billions in lost earnings for women annually. The Directive eliminates the opacity that has historically concealed discrimination. Once pay data is disclosed through mandatory reporting, the burden shifts to employers to justify gaps or face enforcement action. For detailed information on the Directive’s scope and requirements, refer to the Council of the European Union’s pay transparency guidance.

For Romanian HR and legal teams, this is not merely a compliance checkbox. The Directive requires fundamental changes to how you recruit, structure compensation, evaluate job roles, and communicate with employees. Organizations that delay preparation will face compressed timelines for system upgrades, policy changes, and compensation audits once Romanian law is finalized in late 2026. Our employment law team can guide you through these changes.

Video: Understanding the EU Pay Transparency Directive

Key Deadlines: What You Need to Know

Romania must transpose the Directive by June 7, 2026. However, expect Romanian implementing legislation to be published only in late April–May 2026, leaving employers just 4–6 weeks to implement before the deadline. For comprehensive information on the Directive’s requirements and the complete legislative text, consult the official EU sources.

Reporting Thresholds by Employer Size

Important: Even if your company is under 100 employees, you must still comply with recruitment transparency, employee pay request rights, and the prohibition on salary history questions. Romania may lower the reporting threshold in its implementing legislation, so monitor draft law closely.

Romania’s Current Progress and Risks

As of January 2026, Romania has not yet published draft transposition legislation. This creates significant risks for employers:

• Delayed Clarity: Without guidance from Romanian authorities, employers must interpret Directive obligations directly
• Compressed Timeline: Only 4–6 weeks between final law and the June 7 deadline for implementation
• System Readiness: HRIS platforms, payroll systems, and recruitment tools may require urgent upgrades
• Potential Deviations: Romania may introduce stricter requirements than the EU minimum or align the Directive with existing Labour Code provisions in unexpected ways

Practical implication: Do not wait for final Romanian law to begin preparation. Start now using the Directive’s minimum requirements, knowing that national law may impose additional obligations.

Core Requirement 1: Recruitment Transparency (Applies to All Employers)

Mandatory Salary Disclosure

Employers must provide applicants with the starting salary or a salary range for the position. This disclosure must be provided before the first interview (optionally in the job advertisement). Generic terms like “competitive salary” or “negociabil” (negotiable) are insufficient.

The disclosed range must:

• Be based on objective, gender-neutral criteria
• Reflect actual compensation for the role
• Enable informed salary negotiation
• Be provided in the recruitment language (for Romania, in gender-neutral Romanian terminology)

Ensure your employment contracts and salary structures comply with Romanian requirements while meeting Directive obligations.

The Ban on Salary History Questions

Employers are prohibited from asking candidates about their current or previous pay—in any form, at any stage of recruitment. This applies to:

• Phone screens and interviews
• Application forms and background checks
• References from previous employers
• Any other recruitment contact

This prohibition is designed to prevent the perpetuation of historical pay discrimination. Instead, recruiters may discuss salary expectations aligned with the role’s requirements and objective criteria (experience, qualifications, skills). For detailed guidance on recruitment practices and employment law, consult with our team.

Gender-Neutral Job Postings

Job titles and vacancy notices must be gender-neutral. For Romanian employers, this means using terms like “Specialist” rather than gendered variants. Any AI-based screening tools must be audited to ensure non-discriminatory outcomes.

Core Requirement 2: Employee Information Rights (Applies to All Employers)

The Right to Request Pay Data

Every employee has the right to request, in writing:

• Their individual pay level
• Average pay levels for workers performing the same work or work of equal value, broken down by gender

Employers must respond within two months with information covering all remuneration components: base salary, bonuses, allowances, overtime, benefits, and other forms of pay.

This represents a significant change for Romanian companies, where employees have historically had limited rights to request comparative pay data. Our employment law specialists can help you establish compliant pay request response procedures.

Prohibition of Pay Secrecy Clauses

Any contractual clause that prevents employees from discussing pay for equal pay purposes is prohibited and unenforceable. This includes:

• Non-disclosure agreements restricting pay disclosure
• Confidentiality clauses protecting compensation information
• Disciplinary provisions threatening retaliation for discussing pay

Employers must also inform employees annually of their right to request pay information and the prohibition against retaliation. Review your existing key employment contract clauses to ensure compliance with this prohibition.

Core Requirement 3: Mandatory Pay Gap Reporting (For Employers with 100+ Staff)

What Must Be Reported

Employers with 100+ employees must report:

• Mean and median gender pay gaps (the average and midpoint difference between male and female pay)
• Gender pay gaps in variable pay (bonuses, commissions, allowances)
• Gender distribution of variable pay recipients (showing who receives bonuses)
• Gender distribution across pay quartiles (showing concentration of women/men in low and high-wage roles)
• Pay gaps by worker category (for workers doing the same work or work of equal value)
• Gender distribution in management roles (senior and junior levels)

The 5% Threshold: A Joint Pay Assessment is required if a gender pay gap of 5% or more persists for six months and cannot be justified. Gaps below 5% may be presumed justified, but the burden falls on you to prove it.

Defining “Work of Equal Value”

Work of equal value does not require identical job titles. The Directive requires assessment using four mandatory factors:

• Skills: Formal qualifications, experience, knowledge, and soft skills
• Effort: Mental, emotional, and physical exertion
• Responsibility: Scope of decision-making and authority
• Working conditions: Environment, hazards, schedule flexibility

This is particularly important for Romanian employers, where roles traditionally performed by women (administrative, customer service, teaching, care) have historically been undercompensated despite requiring substantial skill and effort. Soft skills must be valued fairly and without gender bias.

The Joint Pay Assessment: When Gaps Exceed 5%

If your gender pay gap reaches 5% or more and cannot be justified with objective criteria, a Joint Pay Assessment (JPA) becomes mandatory. A JPA is a collaborative audit conducted with worker representatives (unions or employee committees) to identify root causes and develop a remedial action plan.

Implications for Romanian Employers

Romania has active trade unions including Confederatia Nationala a Sindicatelor (CNS) and industry-specific unions. Prepare for:

• Early union engagement: Initiate dialogue with union representatives now about pay equity reviews
• Transparency demands: Unions will have legal rights to access pay-setting methodologies and compensation data
• Collective pressure: Once pay gap data becomes public (2027), unions may file collective discrimination complaints or demand wage adjustments
• Remedial negotiations: You will be required to collaborate on solutions, not make unilateral decisions

Understanding your obligations regarding employment termination and worker protections is essential during remediation discussions.

Penalties and Enforcement

The Directive requires that member states establish penalties that are effective and dissuasive. However, the Directive does not specify penalty amounts, percentages, or fixed sanction levels. The type, structure, and level of penalties will be determined exclusively by Romanian implementing legislation.

Expected enforcement mechanisms in Romanian law may include:

• Administrative fines: Amount and level to be set by Romania
• Corrective orders: Mandatory remediation plans with specific timelines
• Exclusion from public procurement: Potentially barring non-compliant employers from government contracts
• Uncapped individual compensation: Employees may sue for back pay and damages without statutory limits
• Reputational consequences: Public disclosure of pay gap reports and compliance violations

Romania’s Current Legal Framework vs. the Directive

What Romania Already Has ✅

• Prohibition of gender pay discrimination (Labour Code No. 53/2003, Article 6)
• Comprehensive equal opportunities framework (Law No. 202/2002)
• Right to sue for equal pay through labor courts
• Enforcement through labor inspectorates and the National Council for Combating Discrimination (CNCD)

What Romania Currently Lacks ❌ (Required by Directive)

• Mandatory pay transparency in recruitment
• Employee rights to request comparative pay data
• Systematic gender pay gap reporting for large employers
• 5% threshold mechanism triggering automatic audits
• Explicit prohibition on salary history questions
• Prohibition of pay secrecy clauses

The Directive will require substantial legislative change, particularly for employers with 100+ employees and multinational groups operating Romanian entities.

Interactive Compliance Timeline

Your 2026 Readiness Timeline

Key Dependency: All timelines depend on Romania’s publication of implementing legislation by late April 2026. Do not wait; use the Directive’s minimum requirements as your guide now.

Romania-Specific Compliance Considerations

Language and Documentation Requirements

For Romanian employers:

• Job postings: Must use gender-neutral terminology in Romanian (e.g., “specialist,” not gendered variants)
• Pay gap reports: Will likely be submitted in Romanian with official translations if operating in multiple languages
• Internal policies: Compensation and recruitment documentation must be prepared in Romanian and aligned with national law
• Employee communications: Annual pay transparency notices must be provided in Romanian

Multinationals Operating in Romania

If your parent company is in another EU country:

• Group alignment: Align Romanian compensation architecture with group-wide standards for consolidated reporting
• Legislative monitoring: Monitor Romanian draft law closely—it may differ from other EU countries
• Separate compliance: Prepare separate documentation if national law introduces deviations
• Payroll segregation: Ensure HRIS can generate reporting by geographical location (Romania vs. other countries)

Union and Worker Representative Engagement

Initiate early dialogue with:

• Confederatia Nationala a Sindicatelor (CNS)
• Industry-specific unions (IT, healthcare, manufacturing, education)
• Existing works councils or employee committees

Key discussion points:

• Pay equity review methodology
• Remediation approaches and compensation adjustments
• Role in Joint Pay Assessment processes
• Transparency about pay-setting logic and job evaluation systems

Frequently Asked Questions

IP Protection for Creators & Startups in Romania

Beyond Registration – A Strategic Legal Perspective

Romanian intellectual property law is aligned with EU legislation and protects patents, trademarks, copyrights, industrial designs, and trade secrets through distinct legal regimes. Trademark and patent protection require registration with the Romanian State Office for Inventions and Trademarks (OSIM) or relevant EU authorities. Copyright protection arises automatically upon the creation of an original work and does not require registration, although voluntary evidentiary deposit may be used.

Ownership of intellectual property depends on the type of right and contractual arrangements. Software created by employees generally vests in the employer unless otherwise agreed, while other copyrighted works require explicit assignment. Contractors do not transfer intellectual property rights automatically.

Why Intellectual Property Is No Longer a Formality in Romania

For many founders and creators entering the Romanian market, intellectual property is still perceived as a bureaucratic checkbox: register a trademark, maybe file a patent, move on. This mindset is outdated and increasingly dangerous.

In today’s Romanian and EU business environment, IP is not merely a legal formality. It is a strategic asset, a valuation driver, and often a risk factor capable of blocking investment, scaling, or exit. For startups, creative professionals, and technology-driven companies, intellectual property is no longer something you “deal with later”—it is something that shapes the business from day one.

Romania offers a robust, EU-aligned IP framework. Yet many disputes, failed funding rounds, and blocked transactions stem not from lack of law, but from poor IP decisions made early. This guide explains how IP actually works in Romania, where founders make mistakes, and how a strategic approach changes outcomes.

Understanding Intellectual Property in Romania: The Practical Reality

At a conceptual level, intellectual property refers to creations of the mind: inventions, software, brands, designs, artistic works, and confidential know-how. In practice, Romanian IP law divides these creations into distinct legal regimes, each with its own logic, risks, and enforcement mechanisms.

A recurring mistake among startups is treating IP as a single category. It is not. A trademark does not behave like copyright. Software is not treated like a patent. Trade secrets disappear the moment confidentiality is lost. Understanding these differences is essential, because the law applies differently depending on the asset. For expert guidance on intellectual property protection in Romania, consult with experienced legal advisors.

Key Institutions in Romanian IP

• OSIM – State Office for Inventions and Trademarks, responsible for patents, trademarks, and industrial designs
• ORDA – Romanian Copyright Office, administers copyright registration and evidentiary matters
• Romanian Courts – enforce IP rights through civil and criminal proceedings
• EUIPO – European Union Intellectual Property Office, handles EU trademark and design registrations

Startups and IP: Where Strategy Matters More Than Law

The Early-Stage IP Trap

Most Romanian startups fail to address IP strategically at the incorporation or MVP stage. Founders focus on product-market fit and funding, assuming legal structuring can wait. In reality, early IP decisions determine whether later protection is even possible.

Common irreversible mistakes include:

• Public disclosure before patent assessment
• Launching under an unprotected or unregistrable brand
• Using contractors without IP assignment clauses
• Mixing open-source code without license control

These are not technicalities. They directly affect ownership, enforceability, and valuation.

IP as an Investment Filter

From an investor’s perspective, IP is not about certificates—it is about control and exclusivity. During due diligence, investors focus on:

• Who owns the code
• Whether trademarks are registered or merely used
• Whether patents are filed or still possible
• Whether key assets can be legally transferred

A startup with weak IP rarely fails because of infringement; it fails because no one is willing to invest in legally uncertain assets. For a deeper analysis of IP due diligence in startup funding, see our comprehensive IP protection guides.

Trademarks in Romania: Brand Protection as Market Control

In Romania, trademarks protect signs capable of distinguishing goods or services: names, logos, slogans, and sometimes non-traditional marks. Protection is obtained only through registration—use alone offers limited and risky protection.

Strategic Timing of Trademark Registration

Many founders wait until traction appears. Legally, this is a mistake. Romania applies a first-to-file system, meaning that the party who files first acquires rights, regardless of who used the mark first.

Delays can result in:

• Forced rebranding
• Opposition proceedings
• Loss of domain or social media alignment

National vs EU Trademark Protection

Romanian businesses may choose:

• National registration via OSIM: Focused protection with faster enforcement locally
• EU-wide registration via EUIPO: Broader coverage but higher risk of opposition

Copyright in Romania: Automatic Protection, Complex Ownership

Copyright Exists Without Registration—But Ownership Is Not Automatic

Under Romanian law, copyright arises automatically upon creation of an original work. No registration is required. This includes software, written content, designs, audiovisual works, and databases.

However, ownership and economic rights are frequently misunderstood.

Employees vs Contractors: A Legal Fault Line

Romanian law draws a sharp distinction:

This distinction becomes critical in litigation, exits, and acquisitions.

Evidentiary Registration and ORDA

Romania allows voluntary deposit or registration of works with ORDA for evidentiary purposes. This does not create rights, but it can significantly strengthen proof of authorship and creation date in disputes.

Patents in Romania: Powerful, Rare, and Often Misused

Patent protection in Romania follows EU standards: novelty, inventive step, and industrial applicability.

Software and Patents: The Hard Truth

Software as such is not patentable. Patent protection is available only where software contributes to a technical solution producing a technical effect.

Many startups assume their algorithm is patentable. Most are wrong. A proper patentability assessment must be conducted before disclosure, or the opportunity is permanently lost.

National vs European Patents

Romanian inventors may file:

• National patents via OSIM: Lower cost, focused protection
• European patents via the European Patent Office: Broader coverage, higher cost

The choice depends on commercial scope, budget, and enforcement strategy.

Trade Secrets: The Most Fragile IP Asset

Trade secrets protect confidential business information with economic value, provided reasonable secrecy measures are in place.

In practice, Romanian courts examine:

• Confidentiality clauses
• Access limitations
• Internal security measures

Once information becomes public, protection is lost—irreversibly. Protect your trade secrets with proper legal frameworks. Learn more about confidentiality agreements and trade secret protection.

Licensing and Monetization: Turning IP into Revenue

IP has little value if it cannot be commercialized.

Licensing allows IP owners to retain ownership while granting usage rights. Romanian law recognizes exclusive and non-exclusive licenses, sublicensing, and cross-licensing arrangements.

These contracts must be carefully drafted to avoid antitrust, tax, and enforcement issues. For startups, licensing is often the bridge between innovation and market entry.

Enforcement of IP Rights in Romania: What Actually Works

Enforcement options include:

• Civil litigation: Injunctions and damages
• Criminal proceedings: For counterfeiting and piracy
• Customs measures: Seizure of infringing goods at the border

In practice, early intervention and evidence preservation matter more than aggressive litigation. Many disputes are resolved through injunction pressure rather than final judgments.

IP Audits: The Missing Discipline in Romanian Businesses

Regular IP audits are still rare in Romania, yet they are one of the most effective risk management tools.

An IP audit clarifies:

• Ownership of all IP assets
• Validity and enforceability
• Licensing obligations
• Exposure to infringement claims

Audits are essential before funding, mergers, or international expansion.

The Future of IP in Romania: From Formal Rights to Strategic Assets

As Romania’s startup ecosystem matures, IP disputes are shifting from registration issues to ownership, valuation, and enforcement complexity.

AI-generated content, software licensing conflicts, and cross-border enforcement will dominate future litigation.

Businesses that treat IP strategically—not administratively—will have a decisive advantage. For guidance on developing a comprehensive IP strategy, consult with our IP and technology law team.

Final Thoughts: IP as Business Infrastructure

In Romania, intellectual property is not just about protecting ideas. It is about controlling risk, enabling growth, and securing value.

The law provides the tools, but strategy determines outcomes.

For creators and startups, the question is no longer whether to protect IP—but whether your IP strategy is strong enough to support your ambitions. Schedule a consultation with our legal team to assess your IP position and develop a protection strategy tailored to your business.

Frequently Asked Questions

Romania Debt Rescheduling 2026: Law 239/2025 Explained

Romania is entering a more restrictive fiscal environment in 2026 following the adoption of Law no. 239/2025, published in the Official Gazette no. 1160 of December 15, 2025 and effective as of December 18, 2025.

The reform forms part of a broader effort to strengthen budgetary discipline and improve tax collection, in line with Romania’s European fiscal commitments.

While formally structured as amendments to the Fiscal Procedure Code, the new rules introduce material changes to the practical functioning of tax debt rescheduling.

Mechanisms previously characterized by reduced guarantees and extended tolerance periods have been replaced by stricter eligibility criteria, enhanced enforcement safeguards for the tax authority, and increased personal involvement of individuals controlling indebted companies.

Key Takeaways for Romanian Taxpayers in 2026

• Personal Guarantees in Classic Rescheduling: Article 193¹ introduces a mandatory fideiusiune (personal guarantee) for classic tax rescheduling, creating a contractual extension of liability for the guarantor for the duration of the arrangement.
• Restricted Access to Simplified Rescheduling: Simplified rescheduling remains available only for lower debt thresholds (up to 400,000 lei for companies and 100,000 lei for individuals) and is subject to higher interest costs.
• Shortened Compliance Period: The maximum delay for settling current tax obligations during a rescheduling plan has been reduced from 180 days to 60 days.
• Expanded Fiscal Inactivity Grounds: Failure to maintain a Romanian payment account or submit financial statements may lead to fiscal inactivity status and subsequent administrative procedures.
• Increased Digital Oversight: SAF-T, e-Factura, and e-VAT reporting data are increasingly used in compliance assessments and rescheduling analyses.

1. Macroeconomic Background of the Reform

Law no. 239/2025 must be viewed within Romania’s broader macroeconomic context.

Analyses published by the National Bank of Romania and the Fiscal Council point to persistent budget deficits, reduced fiscal space, and rising public debt servicing costs.

In prior years, simplified tax rescheduling was frequently used by companies as a liquidity management tool.

The revised framework signals a policy shift toward ensuring predictability of revenue collection and limiting prolonged reliance on deferred payment of public obligations.

For more information on how this affects business planning, consult our corporate law services or see our company formation guide.

2. Personal Guarantees and Contractual Extension of Liability

The most significant change introduced by Law 239/2025 is Article 193¹ of the Fiscal Procedure Code, which requires the submission of a personal guarantee (fideiusiune) in classic tax rescheduling arrangements.

This mechanism does not abolish the principle of limited liability under company law. Instead, it creates a contractual exception whereby a natural person assumes personal liability toward the tax authority for the fulfillment of the rescheduling obligations.

For detailed guidance on this mechanism, consult the National Agency for Fiscal Administration (ANAF) official guidance.

Who May Be Requested to Guarantee

In practice, tax authorities may require the guarantee to be provided by the individual exercising effective control over the company, typically corresponding to the Ultimate Beneficial Owner (UBO) as defined under Law no. 129/2019 on the prevention and combating of money laundering.

For guidance on shareholder responsibilities, see our shareholder rights guide or shareholder agreement documentation. Guarantees from individuals without substantive decision-making authority may be subject to additional scrutiny.

Legal Form and Enforcement Effects

The fideiusiune must be executed in authentic (notarial) form.

Under Romanian law, such instruments generally qualify as enforceable titles. In the event of default, enforcement measures may be initiated in accordance with the Fiscal Procedure Code and applicable procedural safeguards, depending on the nature of the assets involved.

Applicable Deadlines

The law introduces relatively short timeframes for submitting guarantees, ranging from several days following issuance of the fiscal attestation certificate to longer periods following preliminary approval.

Failure to comply may result in rejection of the rescheduling request and continuation of standard collection procedures.

For timely coordination with notaries, review the Romanian Notaries Chamber resources.

3. Simplified Rescheduling: Thresholds and Conditions

Simplified rescheduling under Article 209¹ remains available, but under narrower eligibility criteria than in prior years.

Applicable Monetary Limits

• Legal entities: 5,000 – 400,000 lei
• Individuals and unincorporated entities: 500 – 100,000 lei

Debts exceeding these thresholds generally require classic rescheduling, involving additional documentation, financial analysis, and guarantees.

For legal entities, simplified rescheduling is typically available only if the company has been established for at least 12 months.

Learn more about ANAF rescheduling procedures.

Cost of Rescheduling: The interest applicable to simplified rescheduling is approximately 0.02% per day (around 7.3% annually), reducing its attractiveness as a long-term financing substitute.

Compare this with traditional bank lending rates.

4. Ongoing Compliance and the 60-Day Rule

Once a rescheduling plan is approved, taxpayers must remain current with all new tax obligations.

Law 239/2025 reduces the maximum delay for settling such obligations from 180 days to 60 days.

Non-compliance may lead to termination of the rescheduling arrangement, acceleration of outstanding amounts, and potential activation of guarantees, subject to administrative confirmation and procedural rights.

See our compliance monitoring section below.

5. Fiscal Inactivity and Administrative Consequences

The reform expands the grounds on which a taxpayer may be declared fiscally inactive, including:

1. Failure to maintain a payment account in Romania or with the State Treasury;
2. Failure to submit annual financial statements within statutory deadlines.

If inactivity persists, the tax authority is required to initiate procedures that may include insolvency or dissolution proceedings, in accordance with applicable legal frameworks.

For insolvency matters, review the Insolvency Law.

6. Digital Reporting and Compliance Monitoring

Romania’s tax administration increasingly relies on digital reporting systems such as SAF-T, e-Factura, and e-VAT.

These systems provide standardized accounting and transactional data used to assess compliance behavior, financial indicators, and risk profiles.

While the law does not mandate automatic decisions based solely on digital data, such reporting plays an important role in administrative analysis and verification processes.

Ensure your company’s digital compliance documentation is up to date.

7. Sectoral Impact and Transactional Considerations

Certain sectors—such as construction, retail, and pharmaceuticals—may face additional challenges due to longer commercial payment cycles combined with the shortened fiscal compliance timelines.

In transactional contexts, including share transfers and reorganizations, outstanding tax liabilities may attract increased scrutiny.

Notification obligations and guarantees may be required for tax debts to remain opposable following ownership changes.

For M&A considerations, consult our transactional structuring guide.

Frequently Asked Questions

Buying Property In Romania: The 2026 Ultimate Legal & Investment Guide

Master the process of buying property in Romania with our 2026 expert guide. Discover essential due diligence steps, latest market statistics, and legal requirements to avoid pitfalls and maximize ROI.

Need Professional Help?

At our law firm, Atrium Romanian Lawyers, we assist clients with real estate law and property purchases.

What is the Current State of Buying Property in Romania?

Definition: Buying property in Romania is the legal process by which a natural or legal person acquires ownership of real estate through a notarized Sales-Purchase Agreement (SPA).

As of early 2026, the Romanian residential market remains one of the most affordable in the European Union on a price-to-income basis. However, rapid appreciation in cities like Cluj-Napoca and Bucharest has intensified the need for rigorous due diligence.

1. New Construction vs. Old Buildings

Choosing between new and old stock is the primary decision for any buyer.

New Developments (Post-2010)

Modern apartments offer energy efficiency and contemporary standards.

Old Buildings (Pre-1990)

Older apartments often have superior central locations but hidden structural risks.

2. Step-by-Step Process for Buying Property in Romania

1. Reservation Agreement: A small deposit to take the property off market for 7–14 days.
2. Legal Due Diligence: Your lawyer verifies the Land Registry, Fiscal Certificate, and historical deeds.
3. Pre-Sale Agreement (Antecontract): A notarized document with 5%–15% deposit.
4. Bank Valuation: If using a mortgage, the bank evaluates the property value.
5. Final Sales-Purchase Agreement: Signed before a Notary Public. Ownership transfer recorded immediately.

3. Essential Documentation Checklist

Use the interactive tool below to evaluate your potential property:

FAQ – Buying Property in Romania

Why Professional Legal Support is Mandatory

The Romanian real estate market is “Caveat Emptor” (Buyer Beware). Professional legal advisors provide expert oversight to prevent financial traps.

The Developer’s Checklist: Mastering Construction Contracts & Works Agreements in Romania

Navigating the intricacies of construction contracts in Romania requires a comprehensive understanding of Romanian law and the specific nuances of the construction sector.

This guide serves as a checklist for developers and investors involved in construction projects in Romania, offering insights into construction contracts, works agreements, standard forms, and key considerations for successful project execution.

Need Professional Help?

At Atrium Romanian Lawyers, we assist clients with corporate & commercial law, construction contracts, works agreements, and construction dispute resolution.

Understanding Construction Contracts in Romania

Definition and Importance of Construction Contracts

A construction contract in Romania is a legally binding agreement, typically classified under Romanian law as a works agreement (contract de antrepriză), between two or more parties that outlines the scope of construction work, the obligations of each party, and the payment terms.

The object of the contract is to define the responsibilities and rights concerning a construction project, in accordance with the Romanian Civil Code.

Construction contracts in Romania are crucial for establishing project expectations, allocating risk, and providing a contractual framework for dispute resolution under Romanian law.

As a specialized subset of contract law in Romania, construction agreements must comply with mandatory civil law provisions while addressing sector-specific requirements.

Types of Construction Contracts in Romania

Several types of construction contracts are used in Romania, depending on project structure and risk allocation.

These include design and build contracts, EPC contracts, and contracts based on standard forms such as FIDIC contracts.

Understanding these distinctions is important for selecting an appropriate contractual framework for a construction project in Romania.

The chosen contract type influences procurement strategies, risk management, and project governance, including compliance with public procurement procedures where applicable.

For property and real estate development, proper contract selection is essential to protect your investment.

Standard Forms of Construction Contracts

Use of Standard Contract Templates

In Romania, standard forms of construction contracts are frequently used, particularly in complex or international construction projects.

These contracts are often based on international models and offer familiarity for foreign investors and contractors.

Standard construction contracts must be reviewed and, where necessary, amended to ensure compliance with mandatory Romanian civil law provisions and project-specific legal requirements.

Their use does not override Romanian law, particularly in public construction projects.

FIDIC Contracts in Romania

Are FIDIC contracts enforceable in Romania? Yes, provided they comply with mandatory Romanian civil law and public procurement rules where applicable.

FIDIC contracts, developed by the International Federation of Consulting Engineers, are widely used in Romania, particularly for infrastructure and publicly funded projects.

Romanian law does not formally recognize FIDIC as a legal standard, but FIDIC-based contracts are enforceable when compliant with mandatory Romanian law.

In public procurement contexts, FIDIC provisions are frequently substantially amended by statute, especially in relation to variations and claims, payment mechanisms, engineer’s role, and dispute resolution.

Key Aspects of Works Agreements in Romania

Essential Elements of a Works Agreement

A works agreement in Romania should clearly define the object of the contract, including the scope of construction work, timelines, and technical requirements.

While Romanian law does not impose a fixed list of essential clauses, clarity on payment schedules, variation procedures, liability for defects, and dispute resolution mechanisms is essential for proper contract performance.

Performance bonds or guarantees may be included where required by the parties, lenders, or public authorities, but they are not mandatory elements under Romanian civil law.

Parties Involved in Construction Agreements

Construction agreements in Romania typically involve the beneficiary (beneficiar), the contractor (antreprenor), and, where applicable, subcontractors performing specialized construction work.

In public construction projects, the beneficiary is a contracting authority, and the involvement of parties is governed by public procurement legislation, which may restrict contractual freedom and impose mandatory clauses.

Contractual Obligations and Rights

Romanian construction contracts must clearly define the contractual obligations and rights of the parties.

These include obligations relating to execution of construction work, payment of the contract price, cooperation, and compliance with technical and legal standards.

Both parties have rights under Romanian law, including the right to claim damages, penalties, suspension, or termination in case of breach, subject to the Romanian Civil Code.

Navigating Romanian Construction Law

Overview of Romanian Construction Regulations

Construction projects in Romania are subject to a regulatory framework covering zoning, building permits, safety standards, and technical compliance.

Romanian law governs these requirements, and non-compliance may lead to administrative sanctions or suspension of works.

Investors involved in construction projects in Romania must ensure compliance with applicable construction regulations to avoid delays or legal complications.

Before commencing any construction work, ensure that proper cadastral documentation and property ownership verification are in place, as these form the legal foundation for obtaining construction permits.

Public Procurement Procedures in Construction

Public procurement procedures for construction work in Romania are governed primarily by Law no. 98/2016 on public procurement and related secondary legislation, which transpose EU procurement directives into Romanian law.

These procedures impose mandatory rules regarding contract award, performance guarantees, amendments, and payment mechanisms.

Compliance with public procurement procedures is essential for contractors participating in public construction projects in Romania.

Construction Disputes in Romania

Common Sources of Disputes

Construction disputes in Romania commonly arise from contract interpretation, payment issues, variations, delays, or construction work quality.

Understanding these risk factors helps developers and contractors mitigate conflicts throughout the project lifecycle.

Dispute Resolution Mechanisms

Construction contracts often include dispute resolution clauses providing for litigation before Romanian courts or arbitration, in accordance with Romanian civil law.

Romania is a party to the New York Convention, enabling enforcement of foreign arbitral awards, subject to public policy limits.

When construction disputes arise, litigation and dispute resolution services can help protect your interests.

Can international arbitration be used in Romanian construction contracts? Yes. Romania is a party to the New York Convention, allowing recognition and enforcement of arbitral awards, subject to public policy exceptions and statutory limits in public contracts.

Effective Contract Management Strategies

Construction Contract Management Best Practices

Effective management of construction contracts in Romania requires careful drafting, monitoring of performance, and proper documentation of variations and claims.

A well-managed construction contract helps mitigate risks related to time overruns, cost increases, and disputes, protecting both parties throughout the construction project.

Risk Management in Construction Contracts

Risk management in Romanian construction contracts involves identifying and allocating risks related to design, ground conditions, regulatory changes, and force majeure events.

Romanian law allows contractual risk allocation, subject to mandatory statutory limits and public policy considerations.

Dispute Avoidance and Resolution Techniques

Clear contractual clauses, regular communication, and proactive management can reduce the risk of construction disputes in Romania.

When disputes arise, mediation or arbitration may offer efficient alternatives to litigation, depending on the contractual framework and project type.

Specialized Contract Types in Romanian Construction

EPC Contracts: Structure and Implications

EPC contracts in Romania are commonly used for large-scale and infrastructure projects.

These contracts allocate significant responsibility to the contractor for design, procurement, and execution.

However, under Romanian law, risk transfer is not absolute, and liability remains subject to statutory limitations, force majeure provisions, and agreed contractual caps.

Design and Build Contracts in Romania

Design and build contracts are widely used in Romania, particularly in private construction projects.

Under this model, a single contractor assumes responsibility for both design and construction, based on employer-defined requirements.

This contractual approach reduces coordination risks when properly structured and provides clear accountability for project delivery.

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Related Guides & Resources

Expand your understanding of construction and property law in Romania with these complementary guides:

FAQ – Construction Contracts & Works Agreements in Romania

Conclusion: Mastering Construction Contracts in Romania

Construction contracts and works agreements in Romania require careful legal and commercial planning.

Developers and contractors must understand Romanian construction law, select appropriate contract types, manage risks, and ensure regulatory compliance.

Early involvement of legal and technical advisers is essential for minimizing construction disputes in Romania and ensuring successful project delivery.

Shareholder Agreements in Romania – The 2025 Guide for Investors and Entrepreneurs

A shareholder agreement in Romania is a private contract between company shareholders that regulates their rights, obligations, and internal governance. While not mandatory, a well-crafted shareholder agreement can save tens of thousands of euros and years of litigation later.

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What Is a Shareholder Agreement?

A shareholder agreement is a private contract between shareholders that regulates shareholder rights and obligations, management and governance rules, voting procedures, profit distribution, share transfers and exit mechanisms, deadlock resolution, and restrictions on competition and confidentiality.

Key advantage: Unlike the Articles of Association, shareholder agreements are not filed publicly, making them ideal for protecting proprietary deal structures and maintaining sensitive voting arrangements.

Why Romanian Companies Benefit from Shareholder Agreements

Romanian Companies Law (Law 31/1990) provides only baseline protections. Majority rule dominates decision-making, share transfer restrictions are minimal in SRLs and SAs, there is no automatic deadlock resolution, and founder exit rules are not regulated.

A shareholder agreement allows shareholders to customize protections beyond these statutory defaults, providing greater stability and clarity, particularly for startups and companies with foreign investors.

Essential Clauses in a Romanian Shareholder Agreement

1. Capital Contributions & Ownership Structure

Clearly define each shareholder’s initial contribution (cash, assets, IP), future contribution obligations, and ownership percentages and voting rights.

IP Consideration: Without explicit assignment clauses, IP created by founders may legally remain with the individual. To ensure enforceability, draft separate IP assignment agreements and include employment contracts with IP clauses for founder-employees.

Enforceability: Strong if properly documented.

2. Voting Rights and Decision-Making

Shareholder agreements cannot enforce voting obligations in Romanian law. However, they can require supermajorities for internal contractually binding decisions, create additional shareholder rights and internal governance rules, and define reserved matters for shareholder consultation.

Coordination: To affect the company externally, critical voting thresholds must also appear in the Articles of Association.

3. Management Roles & Responsibilities

Define roles, authority, and reporting obligations for CEO, Managing Director, CFO, CTO, and specify decision authority limits and key performance indicators.

Enforceability: Strong. These internal rules are binding among shareholders.

4. Profit Distribution

Set frequency and conditions for dividend distribution, minimum or mandatory reinvestment thresholds, and handling of losses.

Tax Considerations: Dividends face 5% withholding tax for Romanian residents, while management fees vs. dividends have different taxation and deductibility implications. Coordinate with a tax advisor to optimize both corporate and personal tax outcomes.

5. Share Transfer Restrictions

Common clauses include right of first refusal (ROFR), right of first offer (ROFO), tag-along rights (minority protection), drag-along rights (majority exit facilitation), lock-up periods, and transfers to affiliates.

Important Note: Binding between shareholders (strong enforcement) but external enforceability requires Articles of Association registration.

6. Exit Clauses

Include buy-out mechanisms, put/call options, shotgun clauses, drag-along and tag-along clauses, and valuation methodologies.

Enforceability: Buy-sell and call/put options are enforceable; drag-along/tag-along are enforceable internally; external enforceability requires Articles coordination. Valuation clauses are enforceable if clearly defined.

7. Deadlock Resolution

Common mechanisms include mediation → arbitration → binding resolution and buy-sell triggers (Russian roulette, Texas shoot-out).

Important: Romanian law does not enforce vote obligations. Deadlock clauses must rely on mechanisms other than forcing votes. Enforceability is strong if designed around buy-sell or arbitration.

8. Non-Compete and Confidentiality

Specify duration, scope, and geographic limits with reasonable exceptions.

Legal Limits: Article 21 of the Romanian Constitution protects the right to work. Non-compete clauses must be reasonable in time, geography, and scope. Overbroad clauses may be void.

9. Dispute Resolution

Choose between domestic arbitration (VIAC, Romanian Chamber of Commerce) or international arbitration (ICC, LCIA, Vienna). Specify language and governing law.

Enforceability: Strong. Foreign arbitral awards are recognized under the New York Convention.

10. Notarization

Not legally required but provides proof of authenticity and signature dates, enhances enforceability against heirs or successors, with cost of €50–€150.

Common Mistakes and Overstatements

Updating Your Agreement

Review your shareholder agreement every 2–3 years or after major events such as:

• New investors: Add rights, pre-emption clauses, anti-dilution protections
• Founder changes: Update vesting, non-compete, management roles
• Business pivots: Adjust permitted activities, IP clauses, exit rules
• Regulatory changes: Beneficial ownership disclosure, corporate governance, foreign investment rules

Useful Resources & Links

FAQ – Shareholder Agreements in Romania

Conclusion

A shareholder agreement in Romania is not optional for companies with multiple shareholders, foreign investment, or high-value assets. It provides protection against disputes and deadlocks, clarification of governance and decision-making, IP protection and alignment of founders, and clear exit and valuation mechanisms.

Key legal caveats: Voting obligations cannot be enforced; external enforceability requires Articles coordination; vesting must use Romanian-compliant legal mechanisms; non-compete clauses must be reasonable; and tax planning should be integrated.

Next Steps

• Coordinate drafting with a Romanian corporate lawyer
• Ensure key clauses appear in both shareholder agreement and Articles of Association
• Include IP assignment, dispute resolution, and proper exit mechanisms
• Review tax implications for dividends, management fees, and exits

A shareholder agreement, when properly structured, is the foundation for sustainable, conflict-free business in Romania.

Service Contract Requirements Romania – What Every Provider Must Include by Law

Service contracts in Romania must meet specific legal requirements under Government Order 21/1992 and related consumer protection laws. This comprehensive guide explains what Romanian law requires for valid service contracts, how ANPC enforces these rules, and what happens when businesses fail to comply.

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Test Your Service Contract Compliance

Use our interactive compliance checker below to verify that your service contract meets all Romanian legal requirements. This tool guides you through the 12 mandatory elements and helps you avoid ANPC penalties ranging from RON 2,000 to RON 100,000.

What Is a Service Contract Under Romanian Law?

Legal Definition

Under Romanian law, a service contract (contract de servicii) is an agreement where one party (the service provider) undertakes to provide specific services to another party (the consumer) in exchange for payment. Service contracts are governed by the Romanian Civil Code (Articles 1851-1874), Government Order 21/1992 on consumer protection, and Law 296/2004 (Consumer Code).

Types of Services Covered

Romanian service contract regulations apply to telecommunications and internet services, banking and financial services, utility services, professional services, maintenance and repair services, installation and delivery services, educational and training services, healthcare services, and transportation services.

Are Service Contracts Mandatory in Romania?

Yes, written service contracts are mandatory for most consumer-business transactions in Romania. According to Government Order 21/1992, service providers must formalize their agreements with consumers in writing, particularly when the service involves recurring payments, the contract duration exceeds 30 days, or the total value exceeds RON 100.

Mandatory Elements: What Must a Romanian Service Contract Contain?

1. Party Identification Requirements

Every service contract must clearly identify both parties. The service provider must include their legal business name, unique registration code (CUI), trade register number, physical headquarters address, and contact information. The consumer must include their full legal name, personal identification number (CNP) for individuals, and contact address.

2. Service Description Requirements

Contracts must provide detailed specifications including the exact nature of services, quality standards and performance metrics, delivery timeline and schedule, geographic service area, equipment or materials included, and technical specifications. According to ANPC regulations, vague or ambiguous service descriptions are considered non-compliant.

3. Pricing and Fee Disclosure

Complete transparency on all costs is mandatory. This includes the base service price, all additional fees (connection, activation, installation), taxes and surcharges (VAT, excise duties), recurring charges (monthly, annual), variable costs (usage-based fees), penalty fees (late payment, early termination), currency, payment methods accepted, and billing cycle and due dates. Key requirement: Prices must be displayed in 10-point font or larger.

4. Contract Duration and Renewal Terms

Contracts must specify the start date of service provision, contract duration (fixed term or indefinite), automatic renewal conditions, notice period for termination, early termination rights and associated costs, and grace periods if applicable.

5. Modification and Amendment Procedures

Romanian law requires clear procedures for contract changes. Service providers must provide 30 days written notice before any unilateral changes, specify the exact changes to terms or pricing, inform consumers of their right to reject changes, and allow penalty-free termination if consumer refuses modifications.

6. Service Suspension and Termination Rules

Contracts must outline conditions for service suspension by provider, consumer notification requirements (15 days advance notice), consumer’s right to unilateral termination (30 days notice, no penalties), provider penalties for failing to deliver promised services, refund procedures for prepaid services, and equipment return requirements.

7. Consumer Protection Clauses

Mandatory consumer rights provisions include withdrawal right (14 days for distance contracts), warranty and guarantee terms, complaint and dispute resolution procedures, service quality standards, compensation for provider-caused damages, data privacy protections, and right to refuse data processing for marketing purposes.

8. Liability and Indemnification

Contracts must clearly state the service provider’s liability for non-performance, consumer compensation rights for damages, force majeure provisions, and limitation of liability clauses that must be reasonable and non-abusive.

9. Dispute Resolution Mechanisms

Required information includes complaint filing procedures, internal complaint handling timeline, alternative dispute resolution (ADR) options, ANPC contact information, and court jurisdiction.

Penalties for Non-Compliant Service Contracts

Fine Structure

Additional Penalties

Beyond monetary fines, penalties can include temporary service suspension until compliance, permanent product/service withdrawal from market, publication of violation on ANPC website, consumer compensation orders, and court-ordered contract modifications.

Prohibited Abusive Clauses Under Romanian Law

Law 193/2000 on unfair contract terms prohibits clauses that exclude or limit provider liability for damages, allow unilateral price increases without justification, bind consumer while making provider obligations conditional, impose disproportionate penalties on consumers, extend contract automatically without clear terms, restrict consumer’s right to legal action, or transfer provider obligations to third parties without consent.

Legal consequence: Abusive clauses are automatically void, even if signed by the consumer.

Consumer Rights in Romanian Service Contracts

Core Consumer Rights

Under Government Order 21/1992, consumers have the right to complete, accurate information about services, unilateral contract termination (30 days notice, no penalties), protection against unfair terms, compensation for damages caused by provider, refuse data sharing for marketing, alternative dispute resolution, and 14-day withdrawal period for distance contracts.

Withdrawal Right (Distance Contracts)

For services purchased online or off-premises, you have a 14-day cooling-off period from contract signing with full refund for unused services. No justification is required and no penalties apply for exercising the withdrawal right, except for services fully performed with consumer’s advance consent.

Recent Legal Updates (2024-2025)

Emergency Government Ordinance 58/2022

Key changes effective May 28, 2022 include increased fines for abusive clauses, 3-year statute of limitations for ANPC sanctions, and enhanced powers to remove abusive clauses from all contracts.

ANPC Order 539/2024: “Shrinkflation” Rules

New requirements effective October 10, 2024 require businesses to inform consumers of product size/weight reductions, provide specific labeling for reduced quantities, and face penalties for non-disclosure.

Law 243/2024: Consumer Credit

New protections effective November 27, 2024 include limited total cost of credit, interest rate caps, and enhanced disclosure requirements.

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FAQ – Service Contract Requirements in Romania

How to Register a Branch Office of a Foreign Company in Romania

Setting up a branch office in Romania offers foreign companies a strategic foothold in the European market. This comprehensive guide provides an overview of the process to register a branch in Romania, ensuring compliance with Romanian regulations and maximizing your business potential. From understanding the nuances of Romanian law to navigating the National Trade Register Office, we’ll walk you through each step.

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Understanding Branch Offices in Romania

What is a Branch Office?

A branch office in Romania serves as an extension of the parent company, allowing it to conduct activities in Romania without creating a separate legal personality. Essentially, registering a branch is establishing a physical office in Romania that operates under the umbrella of the existing foreign company. Unlike a Romanian subsidiary, the branch office shares the same legal entity as its parent company, simplifying administrative processes while expanding its reach.

Branch vs. Subsidiary: Key Differences

Benefits of Establishing a Branch in Romania

• Test the Romanian market and gain insights before committing to a full-fledged subsidiary
• Simpler and faster registration process compared to forming a new Romanian legal entity
• Lower initial setup costs and reduced administrative burden
• Leverage the established brand and resources of the parent company
• Direct representation in the European Union market

Legal Framework for Foreign Companies

Romanian Companies Law 31/1990

The Romanian Companies Law 31/1990 is the cornerstone of corporate governance in Romania, influencing how foreign companies can establish a branch. This law defines the legal entities permitted to operate in Romania and outlines the requirements for company formation, including registering a branch. Understanding this legislation is vital for foreign investors aiming to register a branch in Romania, ensuring compliance with local regulations.

Foreign Branch Legal Requirements

To register a branch in Romania, foreign companies must meet specific legal requirements:

• Submit parent company’s registration documents, translated and notarized, to the National Trade Register Office (ONRC)
• Ensure the branch representative has power of attorney to register and legally bind the company
• Provide a registered office address in Romania with proof of occupancy
• Define the scope of activities through CAEN codes

Registration with ONRC Romania

The National Trade Register Office (ONRC) is the central authority for registering a branch in Romania. The process involves filing necessary documents, including the parent company’s details, the decision to open a branch, and the appointment of the branch representative. Once approved, the branch office receives a unique registration number and tax identification code, allowing it to operate legally.

Step-by-Step Registration Process

Phase 1: Preparation of Required Documents

• Parent company’s articles of association and certificate of incorporation
• Board resolution authorizing the establishment of the branch
• Proof of legal existence of the parent company
• Details of the branch representative and their power of attorney
• Business plan detailing planned activities in Romania

All foreign documents must be officially translated into Romanian and notarized. This preparation is crucial for avoiding delays with ONRC.

Phase 2: Branch Registration with ONRC

• Submit all prepared registration documents to ONRC (in person or online)
• Pay the registration fee (typically €50-€100)
• ONRC reviews documents for compliance with Romanian legal requirements
• Upon approval, receive registration certificate and unique fiscal code
• Branch receives official publication in the Commercial Register

Phase 3: Tax Registration with ANAF

• Obtain Romanian fiscal code for the branch from ANAF (National Agency for Fiscal Administration)
• Register for VAT if annual turnover exceeds EUR 88,500
• Establish tax compliance procedures
• Set up accounting records and reporting requirements

Phase 4: Post-Registration Formalities

• Open business bank account in Romania
• Register for social security and employment purposes
• Apply for sector-specific licenses or permits if required
• Notify relevant authorities of branch operations

Key Responsibilities After Registration

Role of the Branch Representative

The branch representative holds significant responsibilities:

• Acts on behalf of the parent company in all matters related to the branch
• Is authorized to make decisions and enter into contracts
• Must be a resident of Romania or an EU citizen with valid residence permit
• Ensures compliance with all Romanian legal and regulatory requirements
• Serves as the main point of contact with Romanian authorities

Parent Company Obligations

The parent company maintains certain obligations:

• Remains ultimately liable for all activities conducted by the Romanian branch
• Must ensure the branch adheres to Romanian legal standards
• Is responsible for financial reporting and tax compliance
• Must promptly communicate changes to structure or articles of association
• Must maintain adequate insurance coverage for branch operations

Common Pitfalls & How to Avoid Them

• Incomplete translations — Ensure all documents are properly translated and notarized by qualified professionals
• Inadequate branch representative — Choose a qualified individual familiar with Romanian business practices
• Tax compliance issues — Establish robust accounting and tax reporting procedures from the start
• Incorrect CAEN codes — Define business activities carefully to match registration requirements
• Delayed bank account opening — Prepare all documentation in advance to expedite the process
• Missing sector licenses — Identify and obtain all required permits before commencing operations

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FAQ – Branch Registration in Romania

Articles of Incorporation in Romania – How to Draft the Constitutive Act (2025 Guide)

Setting up a company in Romania involves several crucial steps, with the drafting and registration of the Articles of Incorporation, also known as the Act Constitutiv, being paramount. This document serves as the foundational legal framework for Romanian companies, outlining the company’s structure, objectives, and operational guidelines. This guide provides a comprehensive overview of drafting the Articles of Incorporation in Romania, ensuring compliance with Romanian law and optimizing your business for success in 2025.

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What Are the Articles of Incorporation (Act Constitutiv) in Romania?

Legal meaning under Romanian Company Law

Under Romanian company law, the Articles of Incorporation, or Act Constitutiv, is a legally binding document that establishes a company as a distinct legal entity. This document, essential for company incorporation in Romania, specifies the company’s core attributes, including its company name, registered office, and business activities. The Act Constitutiv details the share capital, the number of shareholders, and their respective contributions. It also outlines the rules governing the management and representation of the company. Furthermore, the Articles of Incorporation includes provisions for profit distribution and conditions for the company’s dissolution, making it a comprehensive guide for the company’s operations under Romanian law.

Difference between Articles of Incorporation and Articles of Association

While both Articles of Incorporation and Articles of Association are vital for company formation, they serve distinct purposes. The Articles of Incorporation, or Act Constitutiv in the Romanian context, primarily focuses on the fundamental aspects of the company. On the other hand, the Articles of Association, often referred to as the bylaws, detail the internal rules and procedures for governing the company.

The Articles of Incorporation are a prerequisite for registering a company in Romania with the National Trade Register Office, while the Articles of Association provide a more detailed operational framework.

Mandatory Elements of the Romanian Constitutive Act

Company name, registered office, and object of activity

One of the primary components of the Articles of Incorporation for any Romanian company is the clear specification of the company name. This name must comply with Romanian law and be unique, distinguishing the new entity from existing Romanian companies registered in the Trade Register. Additionally, the registered office, the official address of the business in Romania, needs to be precisely stated. The business activities, or object of activity, must also be detailed, outlining the scope of operations the company will undertake, ensuring compliance with the regulations set by the Romanian Trade Register Office. These elements are crucial during the company incorporation process.

Share capital and shareholders’ contributions

The Articles of Incorporation must meticulously define the share capital of the Romanian company, specifying the total amount and the contribution of each shareholder. The document needs to clearly state the number of shares, their nominal value, and the method of contribution, whether in cash or in-kind. Proper documentation of these elements ensures compliance with Romanian trade regulations, and transparent records are maintained during company registration in Romania.

Management and representation provisions

Defining the management structure and representation provisions is essential within the Articles of Incorporation of any Romanian company. For Romanian companies, ensuring that these provisions comply with Romanian law is critical for the company’s proper governance and to avoid any legal complications related to the Romanian Trade Register.

Profit distribution and dissolution clauses

The Act Constitutiv must include clear clauses regarding profit distribution among shareholders and the conditions under which the company may be dissolved. These provisions dictate how profits will be allocated based on the number of shares held by each shareholder in the Romanian company. The document also outlines the procedures for dissolution, including liquidation processes and the distribution of assets. Properly drafted profit distribution and dissolution clauses ensure compliance with Romanian law, providing a transparent and equitable framework for all stakeholders during company formation in Romania.

Step-by-Step: How to Draft the Articles of Incorporation

Templates and examples used by Romanian lawyers

Drafting the Articles of Incorporation, or Act Constitutiv, for a Romanian company involves careful consideration of Romanian law and best practices. Many lawyers in Romania utilize standardized templates as a starting point. These templates provide a structured framework, covering essential elements such as the company name, registered office, share capital, and business activities. However, it is crucial to tailor these templates to reflect the specific requirements and objectives of each Romanian company. Consulting with lawyers in Romania ensures that the Articles of Incorporation comply with all legal requirements and company incorporation requirements, optimizing the company’s operational framework.

Common mistakes to avoid when drafting your Act Constitutiv

When drafting the Act Constitutiv for a company in Romania, avoiding common mistakes is essential to ensure a smooth company registration process and long-term legal compliance. One frequent error is failing to accurately define the business activities, which can lead to operational limitations. Another common pitfall is neglecting to specify the share capital correctly, particularly the number of shareholders and their contributions. Ambiguous or incomplete management and representation provisions can also cause governance issues within the company. It is important to seek legal advice to avoid these errors and ensure the Articles of Incorporation are legally sound for the Romanian Trade Register.

Articles of Incorporation for SRL vs. SA Companies

Differences in structure and legal requirements

The Articles of Incorporation for a Romanian SRL (limited liability company in Romania) differ significantly from those of an SA (joint stock company) due to variations in structure and legal requirements. An SRL, common for smaller businesses, benefits from simpler management and flexible share capital requirements with no mandatory minimum. The Act Constitutiv for an SRL reflects this, with straightforward provisions for management and share transfer. In contrast, an SA, typically used by larger enterprises, has more complex corporate governance structures, requiring a board of directors and greater regulatory compliance. Therefore, the Articles of Incorporation for an SA are more detailed, covering extensive reporting and shareholder rights, aligning with Romanian law.

How foreign investors can adapt templates

Foreign investors looking to set up a company in Romania can effectively use standard Articles of Incorporation templates, but adaptation is key to ensure compliance with Romanian law and alignment with their specific business needs. These templates often need modification to accurately reflect the intended business activities and management structure. Furthermore, foreign investors must ensure that the share capital and shareholder contributions comply with Romanian regulations. Consulting with lawyers in Romania is vital for navigating these nuances and tailoring the Articles of Incorporation to meet the unique requirements of international business practices and ensure a smooth registration in Romania.

Filing and Registering the Constitutive Act in Romania

Required documents and ONRC registration procedure

Filing and registering the Act Constitutiv involves a detailed procedure with the National Trade Register Office (ONRC) in Romania. The first step in company registration in Romania requires submitting several essential documents, including the drafted Articles of Incorporation, proof of the company name availability, and the identification documents of the shareholders. For limited liability companies, demonstrating the Romanian minimum share capital deposit is necessary. Once all documents are submitted to the Romanian Trade Register, the ONRC reviews them for compliance with Romanian law. Upon approval, the company is registered, and a certificate of incorporation is issued, marking the official company formation in Romania.

Legal fees and translation requirements

When setting up a company in Romania, understanding the associated legal fees and translation requirements is essential for proper budgeting and compliance. Legal fees typically cover the cost of drafting the Articles of Incorporation, legal advice, and representation during the Romanian Trade Register Office registration. If the original documents are not in Romanian, certified translations are mandatory and must be provided during company incorporation. These translation requirements add to the overall expense, so it’s crucial to account for these costs in the initial investment plan for your business in Romania. Engaging lawyers in Romania who are experienced in company formation in Romania can help navigate these requirements.

Expert Tips for Foreign Entrepreneurs

How to align your Articles with Romanian business law

For foreign entrepreneurs aiming to establish a business in Romania, aligning the Articles of Incorporation with Romanian law is paramount for a seamless company incorporation process. Foreign investors should ensure their Articles of Incorporation comply with specific legal provisions governing various Romanian companies, such as limited liability companies and joint stock companies. This includes adherence to regulations related to share capital, the number of shareholders, and the registered office. Consulting with lawyers in Romania is crucial to navigate these legal nuances and ensure your business activities are accurately reflected in the Act Constitutiv and comply with Romanian law.

Legal review by a Romanian lawyer

Engaging a Romanian lawyer to review the Articles of Incorporation is an essential step for both local and foreign entrepreneurs to ensure full compliance with Romanian law. A legal expert can identify potential issues and provide tailored advice to align the document with current legal standards and the specific type of company being established. They can verify that all required elements, such as the company name, share capital, and business activities, are accurately defined, minimizing the risk of rejection by the Romanian Trade Register. This legal review safeguards against future legal challenges, providing a solid foundation for the registration of the company and its subsequent operations.

Conclusion: Why the Constitutive Act Matters in 2025

In 2025, the Articles of Incorporation remain a critical document for any company in Romania, serving as the cornerstone of its legal and operational framework. Properly drafting and registering the Act Constitutiv ensures compliance with Romanian law, enabling the company to conduct business activities smoothly and without legal impediments. As regulations evolve, staying updated with the latest legal requirements is crucial. For foreign investors, understanding these nuances is particularly important to navigate the company incorporation process effectively and ensure a successful start for their business in Romania.

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FAQ – Articles of Incorporation in Romania

How to Change the Registered Office of a Romanian Company: Complete Guide

Changing the registered office of a Romanian company is a critical process that requires careful attention to detail.

This guide provides a comprehensive overview of the steps involved in changing the registered office of a Romanian company, ensuring compliance with Romanian law and regulations.

Whether you’re a seasoned entrepreneur or new to the Romanian business landscape, understanding this process is essential for maintaining the legal standing of your business.

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At our law firm, Atrium Romanian Lawyers, we assist clients with corporate & commercial law, company registration, and office relocation services.

Understanding the Registered Office in Romania

The registered office, also known as the company headquarters, is the official address of a Romanian company.

It is where all official correspondence from the Romanian authorities, such as ANAF (the National Agency for Fiscal Administration), and other legal entities is sent.

In Romania, the registered office must be a physical address; a P.O. box is not sufficient.

The registered office is a crucial detail recorded in the Trade Registry and on the registration certificate, making it essential to keep this information current.

Definition of Registered Office

The registered office in Romania serves as the official address for all legal and administrative purposes for a company in Romania.

It’s more than just a mailing address; it’s the legally recognized location where the Romanian authorities can contact the company.

According to Romanian law, every Romanian company, whether it is a limited liability company (SRL) or another type of legal entity, must have a registered office.

The address must be accurately registered with the Trade Registry, and any change of the registered office requires a formal amendment to the company’s registration documents.

Importance of the Registered Office for a Romanian Company

The registered office is paramount for a Romanian company’s legal standing and operational efficiency.

It’s the address to which all official communications, including tax notifications from ANAF and legal notices, are sent.

Failing to maintain an accurate registered office can lead to missed communications, fines, or even legal complications. For a Romanian company, it’s a critical element of compliance.

The Trade Registry maintains records of all registered offices, ensuring transparency and accountability within the Romanian business environment.

Legal Framework Surrounding Registered Offices in Romania

The legal framework governing registered offices in Romania is primarily defined by the Company Law No. 31/1990, as subsequently amended, and other related regulations issued by the Trade Registry.

These laws dictate the requirements for registration, documentation, and procedures for changing the registered office of a company.

The articles of association of a Romanian company must include details of the registered office.

When changing the registered office, a formal decision of the sole associate (if it is a sole proprietorship) or a general meeting of shareholders is required, followed by an application for registration with the Trade Registry.

Steps to Change the Registered Office of a Romanian Company

Initial Considerations Before Changing Headquarters

Before embarking on the process of changing the registered office of your Romanian company, several crucial factors need careful consideration.

Firstly, determine the reasons for the change of registered office, whether it’s due to expansion, cost reduction, or operational streamlining.

Secondly, evaluate the implications for your company in Romania, including the potential impact on your Romanian trade relationships, tax obligations, and overall business strategy.

Consulting with Romanian lawyers is highly advisable to navigate these complexities and ensure compliance.

For more information on remote company formation and business setup, visit our comprehensive guide.

Necessary Documents for Changing the Registered Office

A comprehensive set of documents is essential when changing the registered office.

This includes the decision of the sole shareholder or the general meeting of shareholders approving the change of the registered office, the updated articles of association reflecting the new registered office address, and proof of the right to use the new registered office space.

This proof can be a lease agreement or a title deed if the company headquarters owns the property.

Depending on the specific circumstances, additional documents may be required by the Trade Registry, making it crucial to consult with Romanian lawyers to ensure all formality requirements are met.

The updated registration certificate must accurately reflect the updated address.

Filing Requirements with Romanian Authorities

The final step involves submitting the necessary documents to the Romanian Trade Registry (ONRC) where the company in Romania is registered.

This includes filing an application for registration of the change of registered office along with all supporting documents.

The Trade Registry will review the application and, if everything is in order, will issue a revised registration certificate reflecting the new registered office.

It’s also essential to notify several relevant Romanian authorities, such as:

• ANAF, to avoid any potential issues with tax compliance or official communications.
• Other relevant authorities, depending on the specific company.

Some companies might also need to consider changing the headquarters of a company from one county to another.

For detailed information on business registers in EU countries and Romania, consult the European e-Justice Portal.

Legal Aspects of Changing the Registered Office

Relevant Laws and Regulations in Romania

Navigating the legal landscape is crucial when changing the registered office of a Romanian company.

Several key laws and regulations in Romania govern this process, primarily the Romanian Company Law No. 31/1990, as amended.

Compliance with these laws and regulations is essential to ensure the legality of the change of registered office and avoid potential penalties or legal complications for the company in Romania.

For more information on tax registration and compliance, explore our detailed guides.

Role of Lawyers in Romania during the Process

The role of Romanian lawyers is invaluable during the process of changing the registered office.

A law firm specialized in Romanian law and corporate matters can provide expert guidance on navigating the complex legal requirements and procedures.

Lawyers in Romania can assist with drafting the necessary decision of the sole shareholder or the general meeting of shareholders, updating the articles of association, and preparing the application for registration with the Trade Registry.

They can also ensure compliance with all applicable Romanian regulations, represent the company headquarters before the Trade Registry, and address any legal issues that may arise during the process.

Atrium Romanian Lawyers offers legal services and their experienced team can resolve any legal issue in a timely manner. The team provides comprehensive legal services in multiple languages.

Potential Legal Implications of Changing Headquarters

Changing the headquarters of a company carries potential legal implications that must be carefully considered.

Failure to properly notify the ANAF and other relevant authorities can lead to fines or penalties.

If the company headquarters is changing from one county to another, it may affect the jurisdiction for legal proceedings.

Additionally, the change of registered office may impact existing contracts and agreements that specify the previous address.

Consulting with Romanian lawyers is crucial to assess these implications and ensure compliance with all applicable laws.

The law firm can help mitigate potential risks and ensure a smooth transition.

The registration certificate must accurately reflect the new address.

Making changes regarding the registered office requires due diligence to avoid future legal issues.

Common Challenges and Solutions

Obstacles in Changing the Registered Office

Navigating the process of changing the registered office of a Romanian company can present several obstacles.

One common challenge is incomplete or inaccurate documentation, which can lead to delays or rejection by the Trade Registry.

Another hurdle is ensuring compliance with all applicable Romanian laws and regulations, which can be complex and subject to change.

Additionally, coordinating the change with various stakeholders, such as ANAF and other legal entities, requires careful planning and communication.

Seeking guidance from experienced Romanian lawyers can help overcome these obstacles and ensure a smooth and compliant change of the registered office.

Our firm understands these hurdles and offers expert assistance.

As an expert legal services provider, we aim to provide the best solution when making changes to your Romanian company.

How to Overcome Common Issues

To overcome common issues associated with changing the registered office, a proactive and meticulous approach is essential.

Thoroughly review all documentation requirements and ensure accuracy before submitting to the Trade Registry.

Engage with Romanian lawyers familiar with Romanian law and corporate regulations to navigate the legal complexities and ensure compliance.

Establish clear communication channels with ANAF and other relevant authorities to facilitate a seamless transition.

Additionally, consider conducting a preliminary legal audit to identify and address any potential issues before initiating the registration process.

By taking these steps, company headquarters can minimize delays, avoid penalties, and ensure a successful change of the registered office.

For companies undergoing more significant changes, you may want to explore our guide on company restructuring processes in Romania.

We at our law firm understand the importance of compliance when changing the registered office in Romania, and we help you along the way.

Case Studies: Successful Changes of Headquarters

Examining case studies of successful changes regarding company headquarters can provide valuable insights and practical guidance.

For instance, a Romanian company undergoing expansion successfully changed the headquarters from one county to another by meticulously documenting the rationale behind the move, ensuring all necessary amendments to the articles of association were in place, working with Romanian lawyers and proactively communicating with ANAF and local authorities.

Companies in specialized sectors have also successfully navigated address changes while maintaining their SRL or SA structure.

These case studies highlight the importance of thorough planning, attention to detail, and expert legal support in achieving a smooth and compliant change of the registered office.

We believe in our quality over quantity when providing legal services in Romania.

After the Change of Registered Office

Updating Business Registrations and Licenses

Following the approval of the change of the registered office by the Trade Registry, several crucial steps must be taken to ensure continued compliance.

One of the most important steps is updating all relevant business registration certificates and licenses to reflect the new registered office address. This involves:

• Notifying ANAF and other relevant Romanian authorities of the change.
• Updating the registration information with the Trade Registry.
• Amending any licenses or permits that specify the previous address.

Failure to update these documents can result in fines, penalties, or even the suspension of business operations.

As an expert legal services provider, our law firm ensures all paperwork is followed through formality.

Informing Stakeholders and Clients

Communicating the change of registered office to all stakeholders and clients is a critical step in maintaining transparency and trust.

This includes several important actions:

• Notifying customers, suppliers, partners, and other relevant parties about the new registered office address.
• Updating the company headquarters website, business cards, letterheads, and other marketing materials to reflect the changes in your Romanian company.

Send out a formal announcement to all clients and partners, informing them of the change and providing the new registered office address.

Clear and proactive communication can help minimize confusion and maintain positive relationships.

We understand the unique needs and requirements of each client and provide tailored legal solutions; it’s about being the best when making changes to your registered office.

Monitoring Compliance Post-Change

After the change of registered office, it is essential to establish a system for monitoring compliance with all applicable Romanian laws and regulations.

Regularly review all business licenses and permits to ensure they are up to date and accurately reflect the new registered office address.

For companies with employees, ensure your HR practices and employment agreements reference the correct office address.

Stay informed about any changes to Romanian law that may impact the company in Romania and take appropriate action to ensure continued compliance.

Conduct periodic internal audits to identify and address any potential issues.

By proactively monitoring compliance, a Romanian company can minimize the risk of fines, penalties, or legal complications.

We ensure that the decision of the sole shareholder or the general meeting of shareholders is respected with regards to the registered office and articles of association.

FAQ – Changing the Registered Office of a Romanian Company