Share purchase agreement and due diligence documents in a bright Bucharest law office

Corporate transactions • M&A • Romania

A share purchase agreement in Romania is not simply a document for transferring shares. It allocates the risks discovered in due diligence, defines what the buyer receives, protects the seller’s position and determines how the transaction moves from signing to closing and post-closing claims.

What is a share purchase agreement in Romania?

An SPA records the sale and purchase of shares in a joint-stock company (SA) or social parts in a limited liability company (SRL). It normally covers the parties, the transferred interests, price, conditions precedent, signing and closing, warranties, indemnities, limitations of liability, confidentiality, announcements, governing law and dispute resolution.

For a Romanian company, the agreement must be coordinated with the company’s articles, the shareholders’ register, corporate approvals and the formalities required under Romanian corporate law to ensure that the transfer is recognised by the company and, where applicable, registered with the competent authorities. The contract should not be drafted in isolation from the corporate records.

For Romanian SRLs, a transfer of social parts to third parties may require approval by the shareholders in accordance with Law No. 31/1990 and the company’s articles of association. These requirements, together with any contractual consent or pre-emption arrangements, should be reviewed before signing.

This article focuses on transaction negotiation and risk allocation. It is distinct from a procedural guide about changing shareholders and from a shareholder agreement, which regulates the relationship between shareholders after or independently of a particular share sale.

SPA, share transfer document and shareholder agreement

Transaction navigator

Select the document question

Click or tap a card to see the first issue to resolve.

Deal document

The SPA records the commercial bargain, price, conditions, closing mechanics and the parties’ remedies. It should be read together with any disclosure letter and ancillary documents.

What should buyers check before signing?

The buyer should understand what it is buying before it negotiates the warranty package. Legal due diligence is not only a search for defects. It identifies which risks require a condition, protection, price response or post-closing plan.

Share purchase agreement review matrix
Review area	What to verify	Possible contractual response
	Ownership, encumbrances, transfer restrictions, any pre-emption or consent rights and authority to sell.	Title warranty, release of security, consent or condition precedent.
	Articles, shareholder records, resolutions, beneficial ownership and pending filings.	Closing deliverable, corporate warranty or pre-closing remediation.
	Accounts, debt, working capital, cash, leakage, tax exposures and contingent liabilities.	Price mechanism, locked-box protection, completion accounts or specific indemnity.
	Change-of-control clauses, termination rights, consent requirements and key customer or supplier dependencies.	Consent condition, disclosure, warranty or transition covenant.
	Employment claims, incentives, key-person risk, restrictive covenants and consultation duties.	Specific warranty, retention plan, indemnity or post-closing obligation.
	Licences, sector rules, GDPR, cybersecurity, permits and investigations affecting the target.	Regulatory condition, remediation covenant, warranty or indemnity.

Selected-row principle: the more specific the risk identified in due diligence, the less useful a generic “compliance with law” warranty becomes.

Price mechanisms in a Romanian SPA

The price clause should match how the parties understand the business at signing and at completion. A locked-box structure relies on an agreed historical balance sheet and restrictions on value leakage. A completion-accounts mechanism adjusts the price after closing by reference to agreed accounting principles, debt, cash and working capital.

Earn-outs and deferred consideration can be useful where valuation depends on future performance, but they create additional questions about measurement, control, accounting policy, access to information and dispute resolution. The SPA should define the calculation process in enough detail to reduce avoidable disputes.

Warranties, indemnities and limitations

Warranties describe the state of the target; indemnities allocate a defined risk. They are not interchangeable and should be negotiated against the due-diligence findings and the information disclosed by the seller.

Warranties may address title, capacity, accounts, tax, contracts, employees, litigation, intellectual property, data protection, technology and regulatory compliance. An indemnity may be appropriate where a known risk can be described and valued more precisely. The parties should also agree disclosure standards, knowledge qualifiers, materiality, thresholds, de minimis amounts, baskets, caps, time limits and conduct-of-claims procedures.

A buyer should avoid assuming that a broad warranty solves every issue. A seller should avoid accepting a warranty that creates liability for matters fairly disclosed or outside the seller’s reasonable control.

Signing, conditions precedent and closing

Signing and closing may occur simultaneously, or the parties may sign first and complete later after conditions are satisfied. Conditions can include corporate approvals, regulatory clearances, third-party consents, release of security, financing, accuracy of warranties and the absence of a material adverse event, where negotiated and clearly defined by the parties.

The closing checklist should identify each document, signatory, filing, payment, register update, power of attorney, resignation or appointment and handover item. A clear checklist reduces the risk that the SPA is signed but the parties disagree about whether completion has occurred.

Tax notifications, registration steps and supporting documents for transfers of interests in Romanian companies should also be checked against the rules in force at the time of the transaction. Recent legislative changes may affect the timing or evidence required for particular SRL transfers, so the SPA timetable should allow for a current tax and corporate-formality review.

How We Assist in Practice

Protecting a buyer through SPA negotiations following due diligence findings

A client negotiating the acquisition of interests in a Romanian company instructed Atrium Romanian Lawyers after legal due diligence revealed several areas of potential concern, including regulatory compliance matters, contractual risks and historical liabilities that had not been reflected in the initial commercial discussions.

Atrium reviewed the proposed share purchase agreement, analysed the diligence findings and assisted the client in restructuring the contractual protection package. The SPA was revised to include enhanced warranties, disclosure obligations, specific indemnity protections and detailed claims procedures designed to address the identified risks.

In parallel, our team coordinated the transaction documentation with the company’s corporate records, shareholder approvals and closing requirements in order to reduce execution risk and avoid implementation delays.

The parties ultimately completed the transaction under a revised framework that more accurately reflected the legal and commercial position of the target company and established a clear mechanism for managing post-closing issues.

This example is anonymised and provided for illustrative purposes only. Past results do not guarantee similar outcomes in future matters.

How Atrium Romanian Lawyers can assist

Atrium Romanian Lawyers can assist buyers, sellers, shareholders and investors with SPA structuring, due diligence, negotiation, warranties, indemnities, conditions precedent, closing documentation and post-closing claims. The appropriate scope depends on the company, transaction structure, documents, timetable and risks identified.

Book a Consultation Corporate Law Services

Frequently asked questions

Is an SPA required for every share sale in Romania?

The required documents depend on the company, parties, share type, transaction structure and applicable formalities. An SPA is commonly used in commercial transactions, particularly where the parties wish to regulate price mechanics, warranties, indemnities and risk allocation. Some transfers may instead be documented through a share-transfer agreement, transfer deed, shareholders’ resolution or simpler corporate documentation. Any chosen structure must still be coordinated with the applicable corporate and transfer formalities.

What is the difference between an SPA and a shareholder agreement?

An SPA records a sale and purchase of shares or social parts. A shareholder agreement regulates the relationship, governance and protections between shareholders. They may be connected but serve different purposes.

Can the SPA be governed by foreign law?

The parties may choose a foreign governing law for the SPA, subject to applicable private international law rules. However, mandatory Romanian corporate, regulatory, employment, tax and registration rules may still apply to the transaction and the target company.

When should due diligence take place?

Due diligence should begin early enough for findings to influence valuation, conditions, warranties, indemnities and the closing timetable. A late review may reduce the buyer’s ability to obtain a practical remedy.

What happens if a warranty is inaccurate?

The SPA should define the buyer’s remedies, exclusions, thresholds, time limits and claim procedure. The effect depends on the wording, disclosure, loss and the surrounding facts.

Can the parties amend an SPA after signing?

Amendment usually requires compliance with the agreement’s amendment clause and the necessary authority of the parties. Changes affecting corporate records, approvals or closing conditions may require additional documents or filings.

AI due diligence checklist for foreign investors assessing a Romanian company

22Sep

AI Due Diligence in Romania: What Foreign Investors Should Check

by Simona Rotaru Corporate Law, Digital Law

Foreign investment • AI governance • Romania

AI due diligence in Romania asks whether a target company’s AI use, data, contracts and public claims support the investment case. It is not a technical demonstration of a model and it is not a generic AI policy review. For a buyer, investor or lender, the question is whether the target has identified the systems it uses, can lawfully operate them, owns or can use the assets it relies on, and has a credible plan for the risks that will remain after closing.

What is AI due diligence in a Romanian transaction?

AI due diligence is a transaction-focused legal and commercial review. It identifies whether the target’s use of AI creates liabilities, restrictions, missing rights or implementation costs that could affect price, risk allocation or post-closing operations.

For a Romanian target, the review should cover the target’s Romanian operations and any AI outputs used in the European Union. The EU AI Act is directly applicable across the EU and operates alongside the GDPR where personal data is processed. A seller’s statement that it uses only a third-party AI tool does not end the inquiry: the target may still be a deployer, customer, controller, employer or regulated business with its own duties.

This guide has a different purpose from our analysis of AI vendor contracts in Romania, which focuses on the agreement with a supplier, and from DPIA vs FRIA in Romania, which focuses on assessment triggers for a deployment. Here, the investor is deciding what must be verified before, at and after a deal.

Start with the target’s actual AI footprint

Do not begin with a broad question such as “Does the company use AI?” Ask what system or model is used, for which decision, with which data, by whom, and whether the target sells, deploys, develops, fine-tunes or merely accesses the tool.

A useful data-room request separates customer-facing products from internal tools. It should identify models, APIs, software providers, hosting and cloud dependencies, integrations, datasets, prompts or knowledge bases, material outputs, users and the decisions influenced by each use case. The inventory should also record planned products or features that have not yet launched but are material to the investment thesis.

Deal-side navigator

Select a deal question to see the first evidence to request

Click or tap a card. Keyboard users can Tab to a card and press Enter or Space. Each selection stays visible until you choose another one.

Business model and footprint

Request a system inventory, product descriptions, roadmaps, supplier contracts, architecture summary and evidence of the target’s material AI claims. Compare marketing language with the technology and operating model actually in use.

Which legal and commercial issues should an investor test?

Click or tap a row to highlight the diligence takeaway. On a small screen, swipe the table sideways.

AI due diligence matrix for a Romanian target
Review area	What to test	Possible deal response
	Whether the target’s product, sales material and internal inventory describe the same systems, functions, limits and dependencies.	Correct the diligence scope, ask for technical confirmation and qualify representations that are broader than the evidence.
	Whether a use case may be prohibited, high-risk, subject to transparency rules or linked to a general-purpose AI model supply chain.	Obtain a classification record, identify compliance timing and budget for any remediation or implementation work.
	Data flows, controller/processor roles, legal bases, Article 22 issues, DPIA screening, security measures and cross-border transfers.	Require a privacy remediation plan, review the DPA and test whether the target can continue the relevant processing after closing.
	Whether datasets, prompts, files or customer information may lawfully be used for development, fine-tuning, testing or supplier improvement.	Limit or stop impermissible use, obtain consents or contractual permissions where appropriate, and reserve a specific risk allocation.
	Ownership and licences for software, open-source components, models, training materials, brand assets, output and third-party claims.	Confirm chain of title, address licence conflicts and tailor warranties or indemnities to the assets that support the valuation.
	Model, cloud and subprocessor dependencies, location, termination, audit evidence, model changes and service continuity.	Seek consent, amendment, transition assistance or a post-closing migration plan if a dependency cannot support the buyer’s intended use.
	Policies, ownership, AI literacy, logs, testing, monitoring, incident response, complaint handling and escalation records.	Set a post-closing governance plan with owners, deadlines and evidence requirements rather than relying on a generic policy.

The European Commission describes the AI Act as a risk-based framework for developers and deployers. It identifies employment, credit scoring and access to essential services among the examples that may be high-risk. See the Commission’s AI Act overview and application timetable.

AI Act review: classify before you value the risk

Do not treat “AI Act compliant” as a sufficient diligence answer. Contractual, sector-specific, data-protection and AI Act obligations must be assessed separately. The investor should identify the system, its intended purpose, the target’s role and the rules that apply now or later. The relevant date can affect both risk allocation and integration planning.

The AI Act’s prohibitions, AI literacy obligations, governance rules, GPAI-model obligations and transparency rules have different application dates from the rules for high-risk systems. The Commission states that Annex III high-risk use cases, including employment and credit-scoring examples, are scheduled to apply from 2 December 2027, while high-risk systems embedded in regulated products have a later date of 2 August 2028. A diligence report should distinguish obligations already applicable from future obligations that could require a funded implementation plan. At the time of publication, the applicable AI Act timetable should be verified against the latest EU legislation and implementation guidance, including the official AI Act Service Desk timeline.

The analysis should also ask whether the target is developing an AI system, placing it on the market, deploying it in its own business, importing it, distributing it or using a third-party service. These labels are not interchangeable with GDPR controller and processor roles. For the contract-facing part of that review, see AI Vendor Contracts in Romania.

GDPR and data review: look beyond the privacy policy

The decisive question is what happens to personal data at each stage of the AI lifecycle. A target may process personal data in training, testing, deployment, monitoring, logs, prompts, support and human review, even where the product is marketed as automated or anonymised.

The review should map the data categories, purposes, retention, recipients, access, transfer mechanisms and contractual roles. Where the use involves profiling, recruitment, credit, insurance, pricing or decisions that may significantly affect individuals, check the actual decision flow and safeguards rather than relying on a generic human-review statement. Article 35 GDPR requires a DPIA where processing is likely to result in a high risk to the rights and freedoms of natural persons; Article 22 has separate rules for certain solely automated decisions.

The European Data Protection Board has also confirmed that the anonymity of an AI model trained with personal data must be assessed case by case. That matters for a target relying on a statement that a model, dataset or output is anonymous. Read EDPB Opinion 28/2024. For the broader framework, see our guide to GDPR compliance when using AI in Romania.

Data, intellectual property and contract rights

AI value is often dependent on rights that sit outside the target’s own code. The investor should trace the legal basis for using data, third-party models, cloud infrastructure, open-source components, output and confidential information.

Review the complete contract suite, not only the signed master agreement. Order forms, online terms, acceptable-use policies, data-processing agreements, security schedules, open-source notices and API terms can all affect the target’s rights. In particular, check whether a provider can use customer or target data for model training, whether the provider can change the model or service unilaterally, and whether the target can export its data and configurations on exit.

Ownership language for AI-generated output should be read carefully. A contractual promise may create a licence or allocation between the parties, but it does not necessarily guarantee exclusivity or copyright protection in every output. The copyright status of AI-generated content may vary depending on the level of human creative input and the applicable jurisdiction. The review should identify the use the target needs to make of the output and whether third-party rights, human authorship requirements, confidentiality or contractual restrictions could limit that use.

What should the investor request in the data room?

Request a current AI inventory. Include internal tools, customer-facing products, models, APIs, plugins, fine-tuning, integrations and material planned features.
Obtain a use-case map. Record intended purpose, users, affected people, decisions, data inputs, outputs, human review and country of deployment.
Collect AI governance records. Ask for role assessments, policies, training records, system documentation, risk logs, testing, monitoring and incident procedures.
Review AI Act screening. Identify prohibited practices, potential high-risk systems, transparency obligations, GPAI dependencies and the applicable timetable.
Map personal-data processing. Review privacy notices, legal bases, Article 22 analysis, DPIAs, processor arrangements, security controls and transfers.
Trace data rights. Check source, licence, consent or other permission for data used in development, testing, fine-tuning and ongoing service delivery.
Review the contract stack. Read supplier, customer, cloud, API, DPA, security, outsourcing and change-control documents together.
Confirm IP and open-source position. Request code provenance, licences, notices, ownership assignments, third-party claims and output-use restrictions.
Test material statements. Compare product marketing, investor materials and customer commitments against the available technical and legal evidence.
Assign the deal response. Separate issues requiring price, warranty, indemnity, condition, remediation, disclosure or post-closing integration action.

How should findings affect the transaction documents?

Translate each material finding into an owner, timing and remedy. A diligence report is useful only if the SPA, investment agreement, disclosure process and integration plan reflect the issues that have been identified.

The appropriate response will depend on the transaction structure and the seller’s ability to remediate. A buyer may need targeted warranties concerning data rights, AI-related regulatory compliance, ownership, contract compliance, absence of claims or material incidents. Confirmed gaps may justify a specific indemnity, a pre-closing remediation covenant, a post-closing plan, a condition or a tailored disclosure. The drafting should not assume that a general compliance warranty captures the actual issue.

Post-closing planning is equally important where the buyer will integrate systems, move data, introduce a new group policy, change suppliers or expand the target’s use case. These changes can alter the GDPR and AI Act analysis. If an assessment is required, the timing should be addressed before the relevant processing or deployment begins. Our DPIA vs FRIA guide explains why those two assessment routes must be screened separately.

When does a separate specialist review become necessary?

A focused AI legal review should be coordinated with corporate, technical, information-security, employment and commercial due diligence when the target develops AI products, relies on proprietary datasets, makes regulated-sector decisions, uses AI in recruitment or credit processes, processes sensitive personal data, markets compliance claims, or has important dependencies on a small number of providers. The workstreams should share the same factual inventory, but each should retain its own legal questions and conclusions.

How Atrium Romanian Lawyers can assist

Atrium Romanian Lawyers can coordinate the legal workstream for AI-related due diligence in a Romanian investment, acquisition or internal reorganisation. The review can cover AI Act role and use-case screening, GDPR and data-contract questions, supplier and customer terms, intellectual property, employment and operational governance, and the translation of findings into transaction documents or an integration plan.

Client experience

AI due diligence during the acquisition of a Romanian technology company

An international investor considered acquiring a Romanian technology company that relied extensively on AI-enabled software products and third-party AI services.

During the due diligence process, the buyer requested confirmation regarding AI Act compliance, data rights, intellectual-property ownership and the target’s dependencies on external AI providers.

The review identified gaps between the target’s public marketing materials and its internal documentation, uncertainties regarding the scope of rights over certain datasets, and contractual limitations affecting the use of third-party AI services after closing.

Atrium Romanian Lawyers coordinated the legal review of the AI use cases, supplier contracts, GDPR implications and intellectual-property position. The findings were translated into targeted warranties, disclosure items and a post-closing remediation plan.

The transaction proceeded with a clearer allocation of regulatory, contractual and operational risks and with a structured roadmap for post-closing compliance measures.

This example has been anonymised and simplified for publication. The appropriate legal analysis depends on the system, data, contract structure and facts of each matter.

Book a Consultation Digital & Tech Law Services

Frequently asked questions

Does every investment in a Romanian company need AI due diligence?

No. The scope should be proportionate to the target’s actual use of AI and the importance of that use to the transaction. A company using a limited internal tool may require a focused review. A target selling AI-enabled products, using sensitive data or making decisions affecting people may need a deeper legal and technical workstream.

Is AI due diligence the same as an AI Act compliance audit?

No. AI Act compliance is one part of the review. Transaction diligence also considers ownership, licences, customer commitments, personal data, confidentiality, technical dependencies, product claims, change control and what the buyer will need after closing. The correct scope follows the investment thesis and the target’s operating reality.

Can a seller rely on a supplier’s AI compliance statement?

Supplier information can be relevant evidence, but it does not by itself establish that the target’s own deployment is compliant. The investor should check whether the statement identifies the actual system, model, purpose, data, users, territory, contract terms and responsibilities relevant to the target’s use case.

Should a buyer ask for the target’s DPIAs?

Where the target operates AI systems involving personal data and has conducted or screened for a DPIA, the relevant material should be reviewed subject to confidentiality controls. The question is not simply whether a document exists, but whether it reflects the current processing, risks, safeguards, changes and any residual issues requiring follow-up.

Can AI findings be addressed after closing?

Sometimes. The decision depends on the nature of the issue, legal exposure, urgency, operational dependency and the buyer’s ability to control remediation. A defensible post-closing plan should identify the owner, evidence, budget, deadlines and the effect on continued use. Some issues may need to be resolved before closing or before a planned deployment.

What is the most common gap in AI diligence?

A frequent gap is that the target has a high-level AI policy or vendor contract but no reliable inventory linking systems, use cases, data, roles, evidence and decision owners. The first practical step is usually to build that factual map before drawing legal conclusions or negotiating transaction protection.

Online company registration in Romania represented by incorporation documents, an international globe and a modern Bucharest office building

7Sep

Online Company Registration in Romania: Electronic Signature and ONRC Filing

by Simona Rotaru Company Formation in Romania, Corporate Law

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.

Documents required for online company registration in Romania including identification, electronic signature, power of attorney and ONRC filing — Remote incorporation depends on coordinating the founder’s identification, electronic signature, power of attorney, company documents and ONRC filing.

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?

Often yes, but online registration is not the same as an automatic paper-free process. The ONRC application can be filed electronically, while foreign-document formalities, identity verification, representation and bank onboarding may follow separate rules.

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.

Stage	Can it be handled remotely?	Important qualification
Name reservation	Normally yes	The proposed name must satisfy Trade Register availability and naming rules.
Preparation of incorporation documents	Yes	The documents must reflect the chosen structure, activities, management and registered office.
Signing and representation	Often yes	The route may use a qualified electronic signature or a compliant power of attorney, depending on the document and filing method.
Trade Register filing	Yes	Electronic filing must meet the portal’s technical and signature requirements.
Bank account onboarding	Bank-dependent	Banks apply their own know-your-customer, beneficial-owner and risk procedures.
Sector permits	Depends on the activity	Regulated activities may require separate authorisations before or after incorporation.

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.

Online filing roadmap

From signature to registration

Select a step to review what must be resolved before the next stage.

Confirm the structure

Choose the company type, shareholders, directors, activities, decision rules and capital before preparing the filing documents.

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.
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.
Establish the registered office. Every Romanian company needs a valid registered office and supporting title to use the address. For the documents commonly used in an incorporation file, see our foreign-founder document checklist.
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.
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.
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?

The exact file depends on whether the shareholder is an individual or a foreign company, the founder’s country, the administrators, the registered office and the intended activities. Do not sign foreign documents until their Romanian formality and translation route has been checked.

Founder or issue	Typical documents or information	Remote-formation check
Foreign individual shareholder	Valid identity document, personal details, declarations and specimen/signing information as applicable	Confirm legibility, validity, signature method and whether additional identification evidence is required.
Foreign corporate shareholder	Recent company extract, constitutional documents, representation evidence and corporate approval	Confirm issue date, competent signatory, apostille or legalisation and Romanian translation.
Administrator	Identity data, acceptance and statutory declarations	Check eligibility, tax-identification implications and the signing route.
Company constitution	Articles of association specifying ownership, management, activities, capital and governance	Align every translated or signed version. See our articles of incorporation guide.
Registered office	Document proving the right to use the Romanian address and any required supporting records	Confirm permitted use, term and consistency with the filing.
Beneficial owner	Beneficial-owner information and any declaration required under the legislation applicable at the time of filing	Trace the ownership chain and identify the natural persons who ultimately own or control the company.
Representative	Power of attorney or lawyer’s authority, depending on the route	Match the scope, form and authentication requirements to the acts the representative will perform.

Do founders need a qualified electronic signature?

A qualified electronic signature may support electronic filing, but its legal validity does not, by itself, make it sufficient for every ONRC submission. A founder may instead use a properly authorised representative, provided that the power of attorney complies with the form requirements applicable to the specific filing and the jurisdiction where it is executed.

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?

No. Notarial involvement is not a universal requirement for every remote Romanian incorporation. It may nevertheless be necessary or useful for a particular power of attorney, foreign public document, contribution, identity issue or transaction-specific formality.

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?

Romanian law provides a short decision period for a complete Trade Register application, but that is not a guaranteed end-to-end formation time. Document collection, foreign formalities, translations, corrections, registered-office arrangements and bank checks sit outside that narrow decision window.

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?

No. Company registration and bank onboarding are separate processes. Incorporation by the Trade Register does not compel a bank to open an account remotely or remove its customer due-diligence requirements.

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?

Common error 1

Signing before the route is confirmed. The founder signs documents that later require a different form, signature or authentication.

Common error 2

Using inconsistent identity or corporate data. Names, addresses, registration numbers or signatory capacities differ across extracts, translations and the articles of association.

Common error 3

Treating the bank as part of ONRC registration. The company is incorporated, but operations are delayed because bank onboarding was not planned separately.

Common error 4

Choosing activities without checking authorisations. A company may be registered while its actual regulated activity still requires a permit, approval or professional condition.

Remote formation checklist for a foreign founder

Confirm the Romanian entity, ownership, administrators and business activities.
Choose the online filing or legal-representation route before signing documents.
Check each foreign document for issue date, apostille or legalisation and Romanian translation.
Secure a compliant registered office and align the supporting document with the intended filing.
Map the beneficial owners through the complete international ownership chain.
Verify the signature and authority of every shareholder, administrator and representative.
Submit one consistent, complete file through the National Trade Register Office route.
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.

Frequently asked questions

Can a foreigner open a company in Romania without travelling there?

Often yes. The filing can be completed electronically or through a properly authorised representative. The final route depends on the founder’s documents, their country of issue, the signing method, identity checks and the requirements of any bank or regulated authority involved after incorporation.

Does every foreign founder need a Romanian electronic signature?

No. A qualified electronic signature may support electronic filing, but acceptance also depends on the technical and procedural requirements imposed by the National Trade Register Office. Legal representation can provide another remote option, provided that the power of attorney satisfies the requirements applicable to the filing and place of execution.

Does a remote incorporation always require a notarised power of attorney?

No universal rule applies to every file. The required form depends on the representative’s acts, the document, the country of execution and applicable Romanian and international formalities. Some powers or foreign documents may require notarisation, apostille or legalisation; others may follow a different route.

Can the Romanian Trade Register ask a founder to appear in person?

Exceptionally, yes. Article 105 of Law No. 265/2022 permits a request for physical presence where there is a suspicion of identity falsification. The law also provides that presence is not required when the application and supporting documents, including the articles of association, were drawn up by a public notary or lawyer.

Is a Romanian bank account opened automatically after registration?

No. The Trade Register incorporates the company, while the chosen bank conducts its own onboarding and compliance review. Remote availability varies by bank and case, especially for non-resident founders, foreign corporate shareholders and complex beneficial-ownership structures.

How long does remote company formation in Romania take?

The registrar’s statutory decision period for a complete application is not the same as the total project time. Foreign-document formalities, translations, registered-office arrangements, corrections and bank onboarding can extend the schedule. A realistic estimate requires review of the specific founders and documents.

Planning to establish a Romanian company remotely?

Atrium Romanian Lawyers assists foreign individuals and international companies with structuring, document preparation, powers of attorney, Trade Register filings and coordinated post-incorporation steps.

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Bucharest business district illustrating a share purchase agreement in Romania

1Sep

Share Purchase Agreement in Romania: Due Diligence, Warranties and Closing Risks

by Simona Rotaru Corporate Law

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.

In brief: In a Romanian share deal, the buyer acquires the company with its assets, contracts, employees, licences, debts and historical exposure. The SPA therefore allocates risk between buyer and seller. Due diligence identifies the issues; the contract decides whether they must be corrected before closing, reflected in the price, disclosed against warranties, covered by an indemnity or accepted by the buyer. Romanian corporate approvals, ANAF formalities, merger control and investment screening must be tested early because they can change the signing and closing timetable.

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).

Deal structure

What does the buyer actually acquire?

Select a route to see how the risk profile changes.

Share deal

The buyer acquires the target entity itself. Contracts and assets generally remain with that entity, but so do its historical liabilities and compliance exposure.

Decision point	Share deal	Asset deal
What transfers	Ownership of the target company.	Identified assets, contracts, liabilities or business components.
Historic liabilities	Remain inside the acquired company and therefore affect the buyer economically.	Generally remain with the seller unless assumed by contract or transferred by law.
Contracts and permits	Usually remain with the same legal entity, subject to change-of-control clauses and regulatory rules.	May require individual assignment, consent, novation or reissuance.
Employees	Remain employed by the target.	A business transfer may trigger employee-transfer rules and information or consultation duties.
Core document	Share purchase agreement.	Business or asset transfer agreement plus asset-specific instruments.

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.

Share purchase agreement Romania due diligence represented by a green maze with a clear route — Legal due diligence helps the buyer identify risks and determine the appropriate route to a protected transaction. AI-generated illustration.

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.

Due diligence map

Convert each finding into a deal response

Select a finding to see the appropriate contractual response.

Remediation

Require the seller or target to correct a curable defect before closing and deliver objective evidence that the correction is complete.

Workstream	Key questions	Possible SPA response
Corporate and title	Does the seller own the shares? Do the articles of association create pre-emption rights, and are there pledges, options, capital defects or approval restrictions?	Title warranty, release condition, shareholder waiver, completion deliverable.
Material contracts	Do customers, lenders or suppliers have termination, consent or change-of-control rights?	Consent condition, covenant, retention or price adjustment.
Employment	Are remuneration, dismissals, contractors, collective arrangements and key-person dependencies compliant?	Remediation, employment warranty, specific indemnity, retention plan.
Tax	Are filings complete? Are there audits, arrears, related-party risks or unsupported tax treatments?	Tax covenant, tax warranty, escrow, special indemnity.
IP, technology and data	Does the target own or validly license critical IP? Are cybersecurity and GDPR controls adequate?	Assignment, licence cure, warranty, remediation plan, indemnity.
Disputes and regulation	Are there claims, investigations, licences, sanctions, environmental or sector-specific risks?	Regulatory condition, conduct covenant, indemnity or exclusion from the deal.

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.

Clause navigator

How does each protection work?

Select a clause family to see its transaction function.

Warranties

Contractual statements about the target, shares and business. Their value depends on scope, disclosure, knowledge qualifiers, repetition, claim rules and available recovery.

Protection	Principal function	Drafting question
Warranty	Allocates risk if a contractual statement about the target or business is inaccurate.	What is warranted, when is it true, and how do disclosure and seller knowledge qualify it?
Specific indemnity	Allocates a defined known or identified exposure.	What event triggers payment, which losses are covered and do general limitations apply?
Condition precedent	Prevents closing until a necessary event, consent or approval occurs.	Who controls satisfaction, what evidence is required, and when may either party terminate?
Pre-closing covenant	Controls how the target operates between signing and closing.	Which actions need buyer consent without giving the buyer unlawful premature control?
Limitation regime	Sets time limits, thresholds, caps, exclusions and claim procedure.	Which claims are carved out, and does the recovery structure match the seller’s credit risk?

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.

Mechanism	How it works	Main negotiation risk
Locked-box	Price is based on historic accounts at an agreed date, protected by a no-leakage covenant.	Reliability of the accounts, leakage definition and permitted payments.
Completion accounts	Price adjusts after closing by reference to closing debt, cash, working capital or other metrics.	Accounting policies, hierarchy of rules, timetable and expert determination.
Earn-out	Part of the consideration depends on future performance or milestones.	Control of the business, metric manipulation, extraordinary items and information rights.
Escrow or holdback	Part of the price is retained or deposited to support identified obligations or claims.	Release triggers, duration, permitted deductions and insolvency protection.

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.

Transaction roadmap

From exclusivity to effective control

Select a stage to review the principal legal control.

Term sheet

Align structure, valuation, exclusivity, confidentiality, process and principal conditions before the parties spend heavily on diligence and drafting.

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.

Confirm conditions. Record satisfaction or valid waiver of every closing condition.
Approve the transfer. Deliver the required shareholder and corporate resolutions.
Transfer the shares. Execute the required instruments and update the shareholder register.
Pay the consideration. Follow the funds flow, escrow and debt repayment arrangements.
Release security. Deliver releases of share pledges, guarantees or target security where agreed.
Change governance. Coordinate resignations, appointments, powers of attorney and bank mandates.
Deliver control items. Transfer corporate books, credentials, keys, seals and agreed records.
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

Define the acquisition perimeter. Confirm percentage, target entities, securities and excluded items.
Verify title and authority. Check ownership, encumbrances, approvals and signatory powers.
Complete risk-focused due diligence. Prioritise issues that affect value, continuity or closing.
Translate findings into protections. Allocate each material issue to remediation, price, condition, warranty, indemnity or withdrawal.
Select the price mechanism. Define accounting rules, leakage, debt, cash, working capital and dispute resolution.
Screen regulatory approvals. Review merger control, investment screening, sector approvals and third-party consents.
Align signing and closing. Specify conditions, conduct rules, long-stop date, termination and closing deliverables.
Test recovery. Check caps, time limits, exclusions, seller credit and available security.
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.

Planning the acquisition or sale of a Romanian company?

A focused transaction review can cover deal structure, legal due diligence, SPA negotiation, regulatory screening, signing, closing and Romanian corporate implementation.

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Frequently asked questions

Is a share purchase agreement mandatory in Romania?

A written transfer instrument is normally required to document and implement the transaction. In a negotiated acquisition, the SPA is the central agreement because it also records price mechanics, conditions, warranties, indemnities and closing. The required form and supporting corporate documents depend on the target’s legal form and transaction structure.

What is the difference between an SPA and a shareholders’ agreement?

The SPA governs the acquisition of shares and the allocation of transaction risk between buyer and seller. A shareholders’ agreement governs the continuing relationship among shareholders after the investment, including governance, reserved matters, funding, transfers, deadlock and exit. A minority investment may require both documents.

Can signing and closing occur on the same day?

Yes, where no unsatisfied conditions or approvals require a split process. If merger control, investment screening, financing, third-party consent or pre-closing remediation is required, signing normally precedes closing and the SPA must regulate the interim period and long-stop date.

Does due diligence remove the need for warranties?

No. Due diligence and warranties serve different functions. Diligence helps the buyer identify and evaluate risk. Warranties allocate contractual risk for inaccurate statements, subject to disclosure and limitations. Known issues may require remediation, a price adjustment or a specific indemnity rather than reliance on a general warranty.

When is Romanian investment-screening approval required?

The analysis depends on the investor, target activity, transaction structure, control or durable participation, sensitive sector and investment value. The general threshold is EUR 5 million after OUG no. 17/2026, but lower-value transactions may still be examined where security, public-order or relevant EU interests may be affected.

What happens after the SPA closes?

The parties must complete the agreed corporate, Trade Register and ANAF steps, as well as beneficial-owner filings where required under the applicable transparency rules. They must also release or retain escrow as applicable, implement governance changes and perform post-closing covenants. Price-adjustment, earn-out, indemnity and integration obligations may continue long after legal ownership changes.

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.

Corporate buildings connected by a glass bridge, symbolising solutions to shareholder deadlock in Romania

20Aug

Shareholder Deadlock in Romania: Exit and Remedies

by Simona Rotaru Corporate Law

Corporate governance · Romania

Shareholder Deadlock in Romania: Exit and Remedies

A shareholder deadlock can stop budgets, appointments, financing, contracts and an eventual sale. This guide explains how Romanian shareholders and foreign investors can define the deadlock, preserve ordinary operations, escalate the dispute and use a negotiated or statutory exit route.

The correct response depends on the company type, articles of association, shareholder agreement, voting structure, conduct and remedy sought. The current version of Law no. 31/1990 and the company’s documents should be checked before action.

In short: equal ownership does not automatically mean that a Romanian company is deadlocked. The practical problem arises when a required decision cannot be validly adopted and the failure materially affects the company. The safest response is usually a staged mechanism: define the blocked decision, protect essential operations, escalate, attempt an appropriate form of resolution and preserve any court or exit remedy.

What happens when Romanian shareholders can no longer make decisions?

A deadlock is a governance problem before it becomes a lawsuit. The company may be unable to approve a budget, appoint a manager, authorise financing, sign a material contract or decide whether to sell. The first task is to identify the exact decision that is blocked and the rule that prevents it from being adopted.

A disagreement about strategy is not automatically a legal deadlock. The issue becomes more serious when the required majority, unanimity or joint-signature rule cannot be reached, the dispute continues after a properly convened meeting and the company’s operations are materially affected. A minority investor with a veto may create the same practical risk as two 50/50 shareholders.

Decision blocked

Identify the resolution, voting threshold, quorum, notice and evidence of the failed decision.

Business exposed

Protect payroll, taxes, essential suppliers, insurance, records and ordinary-course activity while the dispute is addressed.

Exit required

Use escalation, mediation, expert determination, buy-sell, transfer, withdrawal or dissolution only where the facts support it.

Important: a shareholder should not assume that stopping all company activity creates negotiating leverage. Directors and administrators still have duties to the company, and emergency or compliance decisions may need to continue.

How should a shareholder diagnose the deadlock?

The diagnosis should compare four documents and four realities: the articles of association, any shareholders’ agreement, the mandates and signing authorities, and the company’s actual governance practice. A private agreement may create obligations between shareholders, but it does not automatically replace the constitutional rules that operate through the company.

Select the point that determines the next governance decision.

Define the blockage

Record the decision that failed, the meeting notice, votes cast, applicable threshold and the operational consequence for the company.

Diagnostic question	What to review	Why it matters	Immediate control
What decision is blocked?	Agenda, minutes, written refusals, voting record and company impact.	Separates a material deadlock from an ordinary disagreement.	Send a written notice identifying the decision and the consequence.
Which rule applies?	Articles, shareholder agreement, Law no. 31/1990 and signing mandates.	A private veto may not operate like a statutory voting rule.	Map the legal effect of the rule before threatening a remedy.
Can ordinary activity continue?	Last approved budget, administrator powers, bank instructions and compliance deadlines.	Prevents the dispute from unnecessarily damaging the business.	Define essential expenditure and information access while escalation runs.
What is the desired outcome?	Continuation, buyout, sale, mediation, court remedy or dissolution.	Different outcomes require different documents, evidence and timetables.	Select a route proportionate to value, urgency and relationship.

Why must the shareholders’ agreement match the articles of association?

A shareholders’ agreement is normally a private contract between its parties. The articles of association are the company’s constitutional document and contain rules that function through the corporate structure. If the agreement promises a veto but the articles allow the resolution to pass by a lower majority, a shareholder may have a contractual claim without being able to stop the corporate resolution.

For a Romanian SRL, Article 192 of Law no. 31/1990 provides default rules on the majority required for decisions, subject to the statutory framework and the articles. Article 193 addresses voting through social parts. Where capital parity prevents an absolute majority from being established, Article 7(d¹) should be considered when drafting the method for adopting general-meeting resolutions with the participation and vote of all shareholders.

The documents should be coordinated on quorum, notice, voting thresholds, administrator powers, joint-signature rules, reserved matters, transfer restrictions and the treatment of a failed vote. The agreement can contain confidential commercial mechanics, but the corporate rules needed to operate the company should be reflected in the articles and, where required, in registered information.

Articles

Set the constitutional voting and governance rules that operate through the Romanian company.

Shareholder agreement

Add private obligations, escalation steps, information rights, valuation and exit mechanics.

Mandates

Make sure administrator powers and signing authorities do not contradict the agreed decision structure.

How should reserved matters and veto rights be drafted?

Reserved matters protect investors from fundamental changes, but an excessive list can turn normal management into permanent negotiation. Each matter should have a clear financial or strategic threshold, an approval level, a decision-maker and a timetable. The drafting should distinguish shareholder matters from administrator or management matters.

The agreement should state whether consent may be withheld freely or only for specified reasons. It should also explain what happens when a meeting fails, when information is missing, when one shareholder does not attend and when the same proposal is rejected more than once. Silence should not accidentally authorise a major transaction, but it should not paralyse routine activity either.

Clause	Purpose	Drafting control	Deadlock consequence
Deadlock definition	Identifies when the process begins.	Use material matters, repeated failed votes and written notice.	Starts the agreed escalation timetable.
Escalation	Moves the issue beyond the original negotiators.	Name decision-makers, documents and realistic deadlines.	Creates a final internal opportunity to resolve the issue.
Interim operations	Keeps the company functioning.	Continue the last approved budget and essential compliance activity.	Limits value destruction while the dispute continues.
Buy-sell mechanism	Allows one shareholder to acquire the other’s interest.	Define price, funding evidence, completion and default.	Creates a controlled exit instead of indefinite blockage.
Final remedy	Ends an unresolved dispute.	Coordinate contractual sequence with statutory rights.	Use court dissolution only as a genuine last resort.

What escalation process should come first?

A workable process usually begins with a written deadlock notice. The notice should identify the decision, the failed vote, the relevant documents, the operational risk and the proposed date for a second meeting. It should avoid inflammatory language and should preserve the shareholder’s position without treating every negotiation statement as an admission.

The next stage may involve senior representatives of the shareholder groups who were not involved in daily management. Mediation can help where the dispute concerns valuation, business strategy or loss of trust. Expert determination is more suitable for a discrete accounting, technical or valuation question. The agreement should define the scope of each process and the effect of the decision.

A cooling-off period may be useful, but it should not be so long that it allows statutory challenge periods, financing deadlines or insolvency risks to expire. Information rights, confidentiality and interim access to company records should remain clear throughout the process.

Select the preferred outcome to see the main control.

Continue together

Restore decision-making with a documented escalation, revised mandates, clearer reserved matters and an agreed interim operating plan.

How can the company operate during the deadlock?

A deadlock clause should not become a licence to stop salaries, taxes, insurance, essential supplies or compliance filings. The parties should identify what can continue under the last approved budget and what requires a fresh shareholder decision. Emergency expenditure should be narrowly defined and documented.

Shareholders should preserve access to accounts, records and management information. Neither party should divert customers, employees, intellectual property or corporate opportunities while the exit process is pending. A director or administrator must continue to act within the duties owed to the company. A shareholder instruction does not legalise conduct that breaches mandatory law or harms the company.

The practical protocol should cover bank access, payment approvals, payroll, tax filings, customer communication, data security, insurance, licences and the retention of corporate records. If the company has two administrators who must sign jointly, the parties should check whether that arrangement itself is causing the standstill and whether a lawful adjustment is possible.

Which buy-sell mechanisms can resolve a deadlock?

A buy-sell mechanism can produce a clean exit, but labels such as “Russian roulette” or “Texas shoot-out” are not enough. The clause must explain who may start the process, whether the initiating shareholder offers to buy or sell, how a price is determined and what happens if the other party cannot complete.

These mechanisms may disadvantage a shareholder with less access to financing. Safeguards can include evidence of funds, a minimum price, independent valuation, a reasonable completion period and restrictions on using confidential company information to finance the acquisition. The agreement should address shareholder loans, guarantees, accrued dividends, management positions, releases and the transfer of company property or intellectual property.

For an SRL, transfer restrictions must also be reviewed under Law no. 31/1990 and the articles. Transfers between existing shareholders and transfers to an outsider may be subject to different approval rules. The transfer should be coordinated with the shareholders’ register, the Trade Register filing and any update to beneficial-owner information or regulatory analysis required by the transaction.

What legal remedies exist when there is no workable clause?

The available remedy depends on the company type, the conduct and the relief sought. A shareholder may challenge an unlawful corporate resolution under the applicable company-law rules, but strict procedural periods can apply. The shareholder should preserve the minutes, notices, voting record, documents and evidence of the company’s operational impact before negotiations are allowed to drift.

For an SRL, Article 226 of Law no. 31/1990 may permit withdrawal in the cases stated in the articles, with the agreement of the other shareholders or, where agreement is absent, for serious grounds established by the tribunal. The value of the withdrawing shareholder’s rights may require agreement, expert work or court determination.

Exclusion is not a general cure for deadlock. Article 222 contains specific statutory situations and should not be treated as a broad remedy for an unpleasant or uncooperative shareholder. A company cannot simply exclude a shareholder because negotiations have failed.

Judicial dissolution under Article 227(1)(e) may be available for serious reasons, including grave disagreements that prevent the company from functioning. Dissolution destroys the going-concern investment and may reduce value, so it should normally remain the last remedy after contractual and commercial solutions have been assessed. It is not a substitute for drafting a workable exit clause.

Should a deadlock dispute go to court or arbitration?

Arbitration may offer confidentiality, specialist decision-makers and procedural flexibility, especially in a cross-border investment. The clause must identify the institution or ad hoc rules, seat, language, number of arbitrators and governing law. It should also address urgent relief, interim measures and the relationship with the company and other transaction documents.

Not every corporate issue can be solved only between the contracting shareholders. Some resolutions, registrations or remedies affect the company and require statutory procedures or Trade Register steps. A dispute clause should distinguish contractual claims from company-law remedies and ensure that the company is bound where that is legally possible and commercially intended.

Before filing, compare the value of the investment, the urgency, the evidence, the effect on the business, the available interim relief and the likelihood that a judgment or award can be implemented. Litigation or arbitration can resolve a legal question, but it may not restore the commercial relationship. A negotiated buyout can sometimes preserve more value than a technically successful dissolution claim.

Pre-signing shareholder deadlock checklist

Identify decisions that require shareholder approval, administrator approval or joint signatures.
Define deadlock by reference to material matters, repeated failed votes and written notice.
Coordinate the articles of association, shareholders’ agreement, mandates and registered information.
Set realistic escalation steps and name the people who must participate.
Protect ordinary-course operations, payroll, taxes, insurance, records and essential contracts.
Choose mediation, expert determination or a buy-sell process for the type of dispute it can actually resolve.
Define valuation date, methodology, adjustments, discounts, expert appointment and cost allocation.
Address transfer restrictions, pre-emption, tag-along, drag-along and Trade Register formalities.
Require funding evidence and completion documents for any buyout mechanism.
Preserve statutory challenge periods and do not let negotiation remove the right to seek urgent relief.

Frequently asked questions

Is a 50/50 Romanian company automatically deadlocked?

No. Equal ownership creates structural risk, but deadlock exists only when a required decision cannot be adopted and the failure materially affects the company. The articles and shareholder agreement should address parity, governance and exit mechanics.

Can one shareholder force the other to sell?

Only if a valid contractual or statutory mechanism permits it and its conditions are satisfied. A buy-sell clause must address price, funding, completion, transfer formalities and default consequences.

Can a shareholder be excluded simply for causing deadlock?

Not automatically. Exclusion is governed by specific statutory situations and cannot be used as a general remedy merely because the shareholders disagree or negotiations have failed.

Can a shareholder withdraw from a Romanian SRL?

Withdrawal may be available under Article 226 of Law no. 31/1990 in the cases stated in the articles, with the required agreement or, in the absence of agreement, for serious grounds established by the tribunal.

Can shareholder deadlock lead to dissolution?

Yes, judicial dissolution may be available for serious reasons, including grave disagreements that prevent the company from functioning. It is a last-resort remedy because it may destroy going-concern value.

Should the deadlock clause appear in both documents?

Critical voting, governance and registered transfer rules should be coordinated with the articles of association and mandates. Private commercial details may remain in the shareholders’ agreement, subject to enforceability and confidentiality analysis.

Need a Romanian deadlock clause or exit strategy?

A focused review can align the articles, shareholder agreement, voting structure, interim protections, valuation process and available remedies.

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Disclaimer: This article provides general information only and does not constitute legal advice or the creation of a lawyer-client relationship. The correct approach depends on the company type, constitutional documents, shareholder agreement, facts, evidence and remedies sought. Obtain a case-specific assessment before taking corporate or litigation steps.

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

Romanian company director liability and corporate governance risk assessment

17Aug

Romanian Company Director Liability: Duties and Risks

by Simona Rotaru Corporate Law

When can Romanian company director liability arise?

The company is a separate legal person, but that shield is not absolute. A director may face personal exposure for breach of corporate duties, insolvency misconduct, bad-faith tax conduct, a personal guarantee or other unlawful acts.

Romanian company director liability does not arise automatically from the company’s debts. Personal liability requires a separate legal basis, such as a damaging breach of the director’s mandate or statutory duties, conduct that contributed to insolvency, bad-faith conduct connected with unpaid taxes, or a personal contractual commitment. Foreign directors should verify their registered powers, keep an evidence trail for material decisions and escalate financial distress early.

Accepting a director appointment in Romania is more than an administrative formality. Understanding Romanian company director liability requires reviewing both the legal mandate and the director’s actual decision-making role. The director may represent the company, commit it contractually, manage assets and supervise accounting, tax, employment and regulatory processes. Those powers carry duties to the company under the articles of association, shareholder resolutions, the rules on mandate and Romanian company law.

The exact framework depends on the company form and governance structure. The Romanian term administrator may refer to an administrator of a limited liability company (SRL) or a member of the board of directors of a joint-stock company (SA). An SA may also use a two-tier system with a management board and supervisory board. The appointment document and the articles of association should therefore be read before applying any general rule.

Is a Romanian company director personally liable for company debts?

Generally, no. An ordinary supplier, landlord or lender claim is normally against the company. The director becomes personally exposed only where the creditor or another claimant can rely on a distinct statutory, contractual or delictual basis and prove the elements required for that route.

This distinction matters. A company’s inability to pay does not, by itself, transfer every unpaid invoice to its director. Equally, the words “limited liability” do not protect a director from consequences of their own conduct.

Situation	Usual starting point	Potential director exposure
Ordinary commercial debt	The company is the contracting party and primary debtor.	No automatic personal liability merely because the company does not pay.
Breach of mandate or company-law duty	The company may have suffered loss through the director’s act or omission.	Liability may arise if breach, damage and causation are established under the applicable rules.
Insolvency misconduct	The company enters insolvency with unpaid liabilities.	The insolvency court may order persons who contributed to insolvency through conduct listed in Article 169 to bear part or all of the liabilities, within the causally connected loss.
Unpaid tax obligations	The company remains the tax debtor.	Joint liability may be established in the bad-faith situations listed in Article 25 of the Fiscal Procedure Code.
Personal guarantee	The company receives finance, a lease or credit.	The director may be liable under the separate guarantee they signed, according to its terms.
Separate unlawful act	The director acts personally as well as for the company.	Civil, administrative or criminal consequences may apply depending on the specific act and statute.

Do not confuse shareholder liability with director liability. A shareholder’s exposure as an investor and a director’s exposure as a manager are different questions. One person may hold both roles, but each potential claim needs its own legal basis.

What are the core duties of a Romanian company director?

Articles 72 and 73 of Romanian Companies Law no. 31/1990 connect administrators’ obligations and liability to the rules on mandate and the special provisions of the Companies Law. They also identify responsibility toward the company for matters including the reality of capital contributions, the actual existence of distributed dividends, legally required registers, implementation of shareholder resolutions and strict performance of duties imposed by law and the articles of association.

Duty area	Practical meaning	Useful evidence
Act within authority	Follow the law, articles of association, appointment terms and valid shareholder or board resolutions.	Current constitutional documents, authority matrix, registered representation powers and written approvals.
Protect company interests	Use management powers for the company rather than for an undisclosed personal or third-party benefit.	Conflict disclosures, abstentions, independent valuations and documented commercial rationale.
Make informed decisions	Obtain information proportionate to the value, urgency and risk of the decision.	Board packs, forecasts, legal and financial advice, alternatives considered and minutes.
Supervise records and compliance	Ensure required registers and accounting records exist and that delegated functions are reasonably monitored.	Compliance calendar, management reports, tax confirmations, audit trails and escalation logs.
Implement corporate decisions	Carry out valid shareholder decisions accurately and within the company’s legal powers.	Signed resolutions, implementation plans, filings and completion records.
Preserve confidentiality	Protect confidential information and business secrets during and, where applicable, after the mandate.	Access controls, confidentiality undertakings and documented return or deletion of company information.

For SA board members, Article 144¹ of Romanian Companies Law no. 31/1990 expressly requires prudence and diligence of a good administrator, loyalty in the company’s interest and confidentiality. It also recognises an informed-business-decision protection where the director was reasonably entitled to believe that the decision served the company and relied on adequate information. That provision should not be copied mechanically into an SRL analysis; the SRL’s own statutory rules, mandate and constitutional documents must be assessed.

The file should show how the decision was authorised, informed, conflict-checked and implemented—not merely its eventual outcome.

How do SRL and SA director duties differ?

An SRL is usually managed by one or more administrators appointed through the articles of association or by the shareholders. Article 197 contains SRL-specific administration rules and refers expressly to Articles 75, 76, 77(1) and 79. Articles 72 and 73 remain central to the mandate-based duties and liability framework, but the articles of association are also essential because they define individual or joint representation, reserved matters, term of office and internal approval limits.

An SA has a more prescriptive governance framework. In the one-tier system, a board of directors may delegate management to directors; in the two-tier system, the management board operates under a supervisory board. Duties, delegation, conflicts, meeting procedure and the mechanics of corporate liability actions can therefore differ materially from an SRL.

Foreign group policy is not enough. A director of a Romanian subsidiary must apply the subsidiary’s Romanian-law documents and duties. Instructions from the parent company, investor or beneficial owner do not automatically excuse an act outside authority or against the Romanian company’s interests.

Before accepting or using the mandate, confirm the director provisions in the Romanian articles of incorporation. Where governance rights are also allocated between investors, coordinate those documents with the shareholder agreement while recognising that a private agreement does not replace mandatory corporate rules or Trade Register formalities.

When can the company claim against a director?

A corporate claim typically focuses on whether the director breached an applicable duty and caused quantifiable loss to the company. The decision and representation mechanics depend on the company form, the alleged conduct and the applicable articles of the Companies Law. Article 155 contains the general-meeting mechanism for an SA action against directors for damage caused to the company through breach of their duties.

Approval by shareholders should not be treated as a universal release. The legal effect depends on what was disclosed, the nature of the decision, the company form, mandatory law, third-party rights and whether the approving body had authority. A director should still require accurate materials and record concerns.

Unauthorised transaction

A director signs beyond registered or internal powers and the company suffers loss. Liability, enforceability and internal recourse require separate analysis of the authority documents and third-party circumstances.

Related-party benefit

Company assets or opportunities are directed to a connected party without transparent approval, adequate information or defensible commercial terms.

Ignored compliance warning

Management receives a specific accounting, tax or regulatory warning but takes no proportionate action, allowing avoidable loss to increase.

When can insolvency create personal exposure?

Financial distress is a critical turning point. Article 66 of Romanian Insolvency Law no. 85/2014 generally requires an insolvent debtor to apply to the tribunal within a maximum of 30 days from the onset of insolvency, subject to the statute’s rules for good-faith restructuring negotiations. The competent tax authority must be notified of the intended insolvency application 15 days before filing, and proof of that notification must be attached to the application. A legal entity’s application is signed by the persons authorised to represent it under its constitutional documents; a shareholder resolution is not required by Article 66(5).

Under Article 169, the insolvency court may order management or supervisory members, any individual or legal entity exercising control over the debtor’s financial or operational decisions regardless of formal title, and other persons who contributed to insolvency through listed conduct to bear part or all of the debtor’s liabilities, without exceeding the loss causally connected to that conduct.

Article 169 risk category	Examples of evidence reviewed
Using company assets or credit for personal or third-party benefit	Related-party payments, asset transfers, undocumented loans and non-commercial terms.
Conducting personal business under cover of the company	Revenue diversion, overlapping contracts, beneficial ownership and use of company resources.
Continuing activity in personal interest when cessation of payments was clearly approaching	Cash-flow forecasts, creditor ageing, director benefits and the rationale for continued trading.
Fictitious, unlawful or missing accounting	Ledgers, source documents, backups, handover records and access to accounting systems.
Diverting or concealing assets, or fictitiously increasing liabilities	Asset registers, disposals, inventory movements, invoices and connected-party balances.
Transferring assets or a significant part of the business to a closely related person	Transfers made while the debtor is in financial difficulty, compliance with Article 73(2¹) of the Companies Law, the relationship between the parties, continuation of the business through the new entity and evidence of an intention to shield assets from creditors.
Ruinous financing used to delay cessation of payments	Pricing, security, repayment prospects, alternatives considered and decision minutes.
Preferential payment to one creditor shortly before cessation	Payment sequence, creditor relationship, maturity dates and justification.
Other intentional conduct contributing to insolvency	The specific act, intent, resulting loss and causal connection to insolvency.

Law no. 239/2025 inserted Article 169(1)(e¹), which specifically targets the transfer of assets or a significant part of the business of a debtor in financial difficulty to a person closely related to the debtor, where the obligations imposed by Article 73(2¹) of the Companies Law are breached and the transfer is intended to continue the activity through the new entity while shielding assets from the debtor’s creditors.

A final Article 169 liability judgment now has consequences beyond the payment order. Under Article 169(10), the person may not be appointed as a company administrator and, if already serving as an administrator elsewhere, loses that right for 10 years from the date the judgment becomes final. The person is also barred for 5 years from founding companies or acquiring a controlling participation in a new company.

Early monitoring and documented advice help directors distinguish temporary pressure from statutory insolvency and respond within the applicable deadline.

Failure to hand over accounting records can create a rebuttable presumption of fault and causation under Article 169. For collegial management or supervisory bodies, a member who opposed the relevant act and recorded the opposition may have a specific defence under Article 169(5). A silent disagreement is therefore much weaker than a properly documented one.

When can a director become jointly liable for Romanian tax debts?

Article 25 of Romanian Fiscal Procedure Code no. 207/2015 creates specific joint-liability routes for overdue tax obligations. They are not triggered merely by holding office. The relevant provisions require the statutory circumstances and, for the principal director-related routes, bad faith.

Potential cases include administrators or other persons who, in bad faith:

caused the debtor’s insolvency by transferring or concealing its assets;
failed during their mandate to request the opening of insolvency proceedings for tax obligations from that period that remained unpaid when insolvency was declared;
caused the non-declaration or non-payment at maturity of tax obligations;
caused an unjustified tax refund or reimbursement; or
caused tax debts to accumulate and prevented their payment in the circumstances covered by Article 25(2¹).

A tax assessment against the company and a decision establishing the director’s joint liability are different acts. The facts, legal basis, procedural steps and challenge deadlines should be reviewed immediately when a director receives a Romanian tax notice.

Can delegation, resignation or shareholder instructions remove liability?

Delegation

Delegating finance, tax or operations does not necessarily eliminate a director’s own supervision duties. The appropriate level of oversight depends on the company form, governance structure, importance of the function, warning signs and the director’s legal powers. A clear written delegation and regular reporting are stronger than an informal assumption that “the accountant handles it.”

Resignation

Resignation can end future management authority once effective and properly implemented, but it does not erase possible liability for earlier acts or omissions. The director should document the handover, return company property, preserve relevant records and ensure required Trade Register formalities are handled.

Shareholder or parent-company instructions

A shareholder instruction does not automatically legalise conduct that breaches mandatory law or the director’s duties to the Romanian company. Material instructions should be checked against reserved matters, representation rules, corporate benefit, conflicts and insolvency considerations.

Directors’ and officers’ insurance

D&O insurance may fund defence costs or certain covered claims, but wording, exclusions, notification duties, deductibles and Romanian mandatory law matter. It cannot be assumed to cover fraud, intentional misconduct, all tax exposure, fines or every insolvency claim.

Practical checklist for foreign directors of Romanian companies

Verify the mandate. Obtain the current articles of association, appointment decision and Trade Register extract.
Map authority. Distinguish individual representation, joint signatures, shareholder reserved matters and internal approval thresholds.
Build a reporting pack. Receive timely cash-flow, tax, accounting, litigation, employment and regulatory information.
Document material decisions. Record information reviewed, options, conflicts, rationale, vote and follow-up responsibility.
Control related-party dealings. Disclose interests and obtain the approvals and supporting valuation appropriate to the transaction.
Supervise filings and records. Use a compliance calendar and require evidence of submission and payment—not verbal confirmation alone.
Escalate warnings. Investigate missed tax payments, unpaid salaries, creditor enforcement, deteriorating liquidity and missing records promptly.
Record disagreement. Use the legally appropriate board record and written notification; do not rely on an informal objection.
Assess distress early. Seek Romanian insolvency and tax advice before the statutory filing window is lost, allow for the 15-day advance tax-authority notification and scrutinise transfers to closely related persons.
Plan the exit. Coordinate resignation, handover, registrations, access removal, record preservation and insurance notification.

The bottom line

Romanian company director liability is conduct-based, not an automatic consequence of a company debt. The strongest protection is disciplined governance: understand the mandate, obtain adequate information, act within authority and in the company’s interest, manage conflicts, preserve reliable records and respond quickly to tax or insolvency warning signs.

Foreign directors should not wait for a dispute to reconstruct the decision process. A focused Romanian-law governance review can identify gaps in signing authority, reserved matters, minutes, compliance reporting and distress procedures before they create personal exposure.

Request a Romanian director-liability review Explore corporate legal services

Frequently asked questions

Is an SRL administrator automatically liable for the company’s unpaid debts?

No. The SRL is normally the debtor. Personal liability requires a separate legal or contractual basis, such as breach of the administrator’s duties causing loss, Article 169 insolvency conduct, Article 25 bad-faith tax conduct or a personal guarantee.

Does being a shareholder change a director’s liability?

Shareholder and director exposure are separate. A person who holds both roles may face different claims in each capacity, but liability must be analysed under the legal basis applicable to that role and conduct.

Can shareholder approval protect a Romanian director?

Approval can be relevant, but it is not a universal defence. Its effect depends on the company form, authority of the approving body, quality of disclosure, mandatory law, third-party rights and the conduct involved.

Does resignation end a director’s potential liability?

Resignation can end future authority once effective, but it does not erase potential liability for earlier conduct. Proper handover, registration, preservation of records and insurance notification remain important.

What should a director do if they disagree with a board decision?

Obtain advice on the correct procedure, state the reasons clearly and ensure the opposition is recorded and notified in the form required by the applicable governance rules. This is particularly important for collegial bodies and insolvency-related decisions.

Can D&O insurance eliminate personal liability?

No. It may cover certain defence costs and claims, but policy terms, exclusions, notice requirements and mandatory law apply. Fraud, intentional conduct, fines, tax exposure and insolvency claims may be excluded or limited.

Disclaimer: This article provides general legal information and does not constitute legal, tax or insolvency advice. Director duties and liability depend on the company form, constitutional documents, appointment terms, decision-making process, actual conduct and the law applicable to the specific facts.

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

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

29Apr

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

by Simona Rotaru Corporate Law

Business law guide · Romania

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

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

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

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

Is a lawyer required to start a company in Romania?

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

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

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

Filing is one task

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

Risk is another task

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

Support can be targeted

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

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

What can a founder usually handle without a lawyer?

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

Select the stage to see the main legal control.

Define the business

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

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

When should you involve a business lawyer in Romania?

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

Before incorporation

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

Before signing

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

Before a major change

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

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

Where does legal advice add the most value?

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

Several founders or investors

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

Foreign shareholders

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

Material contracts

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

Employees and contractors

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

Data, software and online services

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

Investment or restructuring

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

Business lawyer, accountant or notary: who does what?

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

Professional	Core role	Typical questions	Main limitation
Business lawyer	Legal structure, rights, obligations and risk allocation.	Governance, contracts, employment, compliance, transactions and disputes.	Does not replace accounting records or tax reporting.
Accountant or tax adviser	Accounting, reporting and tax treatment.	Bookkeeping, returns, payroll, financial statements and tax position.	Does not design contractual rights or provide legal representation.
Notary	Authentic instruments and other notarial formalities.	Authentication and transactions requiring notarial intervention.	Does not ordinarily provide ongoing commercial legal management.
Trade Registry	Receives and examines filings within its legal competence.	Registration documents, changes and formal company information.	Does not act as the company’s lawyer or commercial adviser.

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

Business start-up legal checklist

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

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

How much does a business lawyer cost in Romania?

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

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

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

Common mistakes when starting without legal review

Using default rules without testing them

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

Signing before responsibilities are clear

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

Treating registration as permission to operate

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

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

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

How should a foreign founder approach Romanian legal support?

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

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

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

Select the issue that needs coordination.

Structure

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

Frequently asked questions

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

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

Can a foreign founder start a Romanian company remotely?

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

When is a shareholder agreement worth considering?

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

Can my accountant handle all legal matters for the company?

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

What should I send to a business lawyer in Romania?

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

Does company registration mean that the business can operate immediately?

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

Need help with a Romanian business decision?

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

Book a consultation

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

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

Changing shareholders in Romania 2026 legal guide showing business professionals, financial risks, and share transfer process illustration

17Mar

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

by Simona Rotaru Company Formation in Romania, Corporate Law

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

TL;DR: Changing shareholders in a Romanian SRL requires a share transfer agreement, a shareholders’ resolution, an updated Articles of Association, and a Trade Register filing within 15 days. Since December 2025, Law 239/2025 adds a mandatory 15-day ANAF notification for any controlling stake transfer. From 1 January 2026, capital gains tax on direct share sales rises from 10% to 16%. Incomplete documents or missed deadlines can derail funding rounds and trigger significant penalties.

Romanian lawyers discussing corporate shareholder structure in a modern office

Strategic legal consultation for complex shareholder changes in Romanian SRLs.

📹 Video Guide: Changing Shareholders in Romania

Watch this comprehensive video guide covering the essentials of shareholder changes, share transfer procedures, and key legal considerations for Romanian companies in 2026.

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At Atrium Romanian Lawyers, we handle the entire shareholder change process — from drafting documents to Trade Register submission. We advise local clients and international investors on corporate governance, share transfers, and regulatory compliance.

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What Does Changing Shareholders in a Romanian Company Actually Mean?

Earlier this year, one of our long-standing corporate clients came very close to losing an important investment deal. Not because of a financial problem or a contract dispute. Because one outdated name in a shareholder register stood between the company and a signed term sheet.

Changing shareholders in a Romanian SRL (societate cu răspundere limitată, or limited liability company) means transferring părți sociale (social parts, the Romanian term for ownership stakes) from one person or entity to another. This can happen through a sale, a gift, an inheritance, or a new capital subscription. The legal result is a change in the company’s ownership structure, which must be registered with the National Trade Register Office (ONRC).

Aspect	SRL (Limited Liability)	SA (Joint-Stock)
Ownership Units	Părți sociale (social parts)	Acțiuni (shares)
Transfer Method	Written agreement + ONRC filing	Free market trading or private sale
Approval Required	Yes — shareholders’ resolution	Generally no (unless restricted)
AoA Update	Mandatory for every transfer	Not required for each trade
Registration	Must be filed within 15 days	Recorded in shareholder register

Unlike a joint-stock company (SA), where shares trade freely on the market, SRL social parts carry legal restrictions. They represent not just economic value but also voting rights, profit entitlements, and governance influence. A transfer isn’t complete until it’s properly documented and registered. Until that happens, it doesn’t exist as far as third parties are concerned.

This is also why updating the company’s Articles of Association is a mandatory step in every transfer, not an optional formality. If you’re setting up an SRL in Romania, understanding share transfer rules from day one will save you real trouble later.

Romanian shareholders and lawyers discussing corporate structure in a modern office

A comprehensive shareholder meeting ensures alignment before any official transfer filing.

When Is Shareholder Approval Needed for a Transfer?

Under Romanian corporate law, transfers between existing shareholders don’t require separate approval unless the Articles of Association say otherwise. Transfers to outside third parties are a different matter.

Shareholder Approval Rules for Share Transfers Who Is the Buyer? Existing Shareholder No approval needed (unless AoA says otherwise) Third Party (New Investor) 75% approval default (Law 31/1990) AoA Can Override (Law 223/2020) Set any threshold: 51% to 100% — overrides statutory default

Law 31/1990 on companies sets a default threshold requiring approval from shareholders holding at least three-quarters of the share capital. This default only applies when the AoA is silent on the matter.

Since Law 223/2020, shareholders have total freedom to set that approval threshold at any level they choose, directly in the Articles of Association. A company can require a simple majority of 51%, a unanimous 100%, or anything in between.

Law 223/2020 also abolished the old mandatory 30-day creditor opposition window that used to apply after publication in the Official Gazette. Before 2020, third-party transfers routinely took six to eight weeks because of that waiting period. Today, once the shareholders pass the resolution, the parties proceed directly to signing the transfer agreement and filing with ONRC.

This directly affects minority shareholder rights. A lower approval threshold in the AoA makes it easier for a majority to approve a third-party transfer over a minority’s objection. If you’re a minority shareholder, review your AoA carefully before any new investor enters the picture.

A legal professional signing and stamping a share transfer agreement in Romania

Every social part transfer must be documented by an attested or notarized agreement.

Step-by-Step: How to Change Shareholders in a Romanian Company

The process has six core steps. They must be completed in sequence, and each one demands accurate documentation.

6-Step Share Transfer Process

STEP 1 Draft Share Transfer Agreement Must be attested by a lawyer or notarized

STEP 2 Shareholders’ Resolution 75% approval for third parties (or AoA threshold)

STEP 3 Update Articles of Association Reflect new shareholder composition

STEP 4 File with ONRC (within 15 days) ⚠ Incomplete filings are rejected entirely

STEP 5 Update Beneficial Owner (UBO) Separate obligation with separate sanctions

STEP 6 Notify ANAF (controlling stakes) Law 239/2025 — within 15 days of transfer.

ONRC Filing Checklist

✓ Transfer agreement (lawyer-attested)

✓ Shareholders’ resolution (signed minutes)

✓ Updated Articles of Association

✓ ID documents + registration fee proof

⚠ 15-Day Deadline from Shareholders’ Resolution Missing this deadline means the transfer isn’t effective against third parties

Case Study: When Andrei came to us with a folder of incomplete online templates, steps 2, 3, and 4 all contained errors. The shareholders’ minutes used language that contradicted the AoA. The AoA itself hadn’t been updated since incorporation. The inactive shareholder had relocated abroad and was completely unreachable.

We restructured the entire dossier. We issued formal notifications to the shareholder’s last known address, documented every communication attempt to demonstrate due diligence, redrafted the shareholders’ resolution and updated AoA, and submitted a complete and consistent filing. The Trade Register approved the updated shareholding structure within three weeks. The investor transferred funds shortly after, and the company moved forward with its development plans.

What Changed in 2025 and 2026? New Rules You Must Know

Law 239/2025, published in Romania’s Official Gazette on 15 December 2025 and in force from 18 December 2025, introduced two new obligations for controlling stake transfers in Romanian SRLs: a mandatory ANAF notification and, where applicable, a debt guarantee requirement before the Trade Register will accept the filing.

Law 239/2025 — New Obligations for Controlling Stake Transfers 1. ANAF Notification (Mandatory) Transferor, transferee, or company must notify ANAF within 15 days of the transfer date Include: share purchase agreement + updated Articles of Association 2. Debt Guarantee (If Tax Debts Exist) Company or transferee must guarantee full amount of outstanding tax liabilities Options: cash deposit | bank letter of guarantee | insurance policy — enforced after 60 days 3. New Minimum Share Capital Rules New SRLs: minimum RON 500 | Turnover above RON 400,000: minimum RON 5,000 Existing companies above threshold: comply by end of 2027 | Non-compliance → dissolution risk

These changes add meaningful complexity to M&A transactions and investor onboarding timelines. When planning any controlling stake transfer, you need to factor in the time required to obtain tax clearance documentation, not just the drafting and signing process.

What Are the Tax Consequences of a Share Transfer in Romania?

For individual shareholders selling their stake in a Romanian SRL, the taxable gain is calculated as the difference between the sale price and the original acquisition cost of the social parts. Under the Romanian Fiscal Code (Law 227/2015), this gain is classified as capital income.

Scenario	Tax Rate (2026)	Notes
Individual — Direct Sale	16% (was 10%)	Most SRL social part sales; no broker involved
Individual — Via Broker (held >365 days)	3%	Through a licensed financial intermediary
Individual — Via Broker (held <365 days)	6%	Through a licensed financial intermediary
Corporate Seller	16% CIT	Gain included in ordinary profits
Corporate — Participation Exemption	0%	≥10% stake held ≥1 year uninterrupted

Important: Since 1 January 2026, gains from share transfers not performed through a licensed financial intermediary are taxed at 16%, up from the previous 10%. This covers the vast majority of direct SRL social part sales. Individual sellers must declare capital gains through the annual declarație unică, due by 25 May. This is separate from the ANAF notification requirement under Law 239/2025 — both can apply to the same transaction.

Getting the tax side of a share transfer right starts at the structuring stage, before documents are signed. This is one of the areas where the corporate law services side of legal work and the tax side must move together.

Reservation Agreements vs. Pre-Contracts: Understanding Shareholder Approval Thresholds

Approval Threshold	Legal Basis	When It Applies
75% of share capital	Law 31/1990 (default)	Third-party transfers when AoA is silent
Custom threshold (51%–100%)	Law 223/2020	When AoA expressly sets a different threshold
No approval needed	Law 31/1990	Transfers between existing shareholders (unless AoA requires it)
Unanimous (100%)	AoA provision	When founders want maximum control over new entries

Common Mistakes That Delay or Block a Share Transfer

6 Common Mistakes That Block Share Transfers

❌ Generic Online Templates Inconsistent with your AoA → filing rejected;

❌ Outdated Articles of Association Old names, wrong capital figures → whole filing fails;

❌ Missing 15-Day ONRC Deadline Transfer not effective against third parties;

❌ Unchecked Tax Debts ONRC blocks registration without ANAF clearance;

❌ Forgotten UBO Declaration Separate obligation with separate penalties;

❌ Missing Foreign Shareholder Docs Missing apostille or translation → delayed filing.

✅ Solution: Professional Legal Review From the Start

The cost of fixing a rejected filing is always higher than getting it right the first time.

Do You Actually Need a Lawyer to Change Shareholders in Romania?

For most transfers, Romanian law already provides the answer: yes, at minimum, for document attestation. The share transfer agreement for SRL social parts must be attested by a Romanian lawyer or authenticated by a notary. You can’t skip this step regardless of how simple the transaction seems.

Beyond that legal minimum, the honest answer is: it depends on the complexity of your situation. A straightforward sale between two existing shareholders in a clean, debt-free company with a simple AoA is manageable with proper legal support on the documents. A transfer involving a third party, a new investor, a foreign national, an unreachable shareholder, or a company with outstanding tax obligations is an entirely different matter.

It’s also worth considering whether a shareholder agreement in Romania makes sense alongside the transfer. A well-drafted SHA addresses governance, exit rights, and dispute resolution mechanisms in ways the AoA alone doesn’t cover.

The Bottom Line

Changing shareholders in a Romanian company is more than an administrative step. It changes voting rights, tax obligations, and legal relationships simultaneously.

First: Follow the correct sequence from agreement to resolution to AoA update to ONRC filing, within 15 days. Any gap in the chain creates legal exposure.

Second: Know the new rules. Law 239/2025 added ANAF notification obligations and debt guarantees for controlling stake transfers, and capital gains tax on direct share sales now stands at 16%. These rules are in force now, not coming.

Third: Build the documentation correctly the first time. The cost of fixing a rejected ONRC filing or a blocked registration is always higher than the cost of professional legal support at the outset.

Related Guides & Resources

Expand your understanding of corporate and company law in Romania with these complementary guides:

Essential Reading for Corporate Transactions

Company Formation in Romania – Setting up an SRL and understanding share structures from day one
Corporate & Commercial Law – Full corporate law services for governance, transactions, and compliance
Contract Law in Romania – The legal framework governing share transfer agreements and commercial contracts
Litigation & Dispute Resolution – When shareholder disputes require legal proceedings

Romanian Government & Regulatory Bodies

ONRC (Trade Register) – Company registration and shareholder change filings
ANAF – National Agency for Fiscal Administration — controlling stake notifications
Ministry of Justice – Legal oversight and corporate enforcement
Monitorul Oficial – Official publication of Romanian laws and regulations

FAQ – Changing Shareholders in a Romanian Company

Q: How long does it take to change shareholders in a Romanian company?

A: Once the documents are correctly prepared, ONRC typically processes a share transfer registration within 3 to 7 business days.

The 15-day filing deadline runs from the date of the shareholders’ resolution.

For controlling stake transfers requiring ANAF clearance under Law 239/2025, build in additional time for the tax certificate or guarantee approval.

Q: Does a share transfer in an SRL need to go through a notary?

A: Not necessarily. The transfer agreement can be attested by a licensed Romanian lawyer rather than notarized.

Both formats are accepted by ONRC.

Notarization is required when the transfer is structured as a gift (donation) or when the parties choose it for added evidentiary certainty.

Q: What happens if a shareholder is unreachable or refuses to cooperate?

A: The correct legal approach is to issue formal notifications to their last known address, document all communication attempts, and proceed under the legally permitted procedure set out in Law 31/1990.

Thorough documentation of every notification step is what allows the Trade Register to approve the transfer.

Q: Do I need to update the beneficial owner register after a share transfer?

A: Yes, if the transfer changes who the ultimate beneficial owner is.

Romanian anti-money laundering legislation requires companies to maintain an accurate UBO declaration with the Trade Register.

This is a separate obligation from the share transfer filing itself, and failing to comply carries independent sanctions.

Q: Can a non-resident foreigner be a shareholder in a Romanian SRL?

A: Yes. Romanian law places no nationality restrictions on SRL shareholders.

Both non-resident individuals and foreign companies can hold social parts.

However, foreign shareholders must provide authenticated and translated identity documents.

Missing or improperly apostilled documents are one of the most frequent sources of delay in cross-border share transfers.

Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian corporate lawyer to verify current laws and regulations before initiating any shareholder change. Laws and procedures are subject to change, and individual circumstances may vary.

5Dec

Shareholder Agreement Romania: Guide for Investors and Entrepreneurs

by Simona Rotaru Consulting, Corporate Law

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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At Atrium Romanian Lawyers, we assist clients with corporate & commercial law, contract drafting, shareholder disputes, and company formation.

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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.

Benefits for Foreign InvestorsSecure veto or consent rights for important decisions
Establish information and inspection rights beyond statutory minimums
Protect capital through pre-emption or anti-dilution mechanisms
Clarify dispute resolution through arbitration clauses

Benefits for Romanian Startups

Align founders on vision and responsibilities
Define vesting schedules for equity
Prevent conflicts from early founder departures
Protect intellectual property created by founders

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

❌ Assuming voting clauses are enforceable

Shareholders cannot be forced to vote a certain way. Use buy-sell options or call options instead.

❌ Relying solely on shareholder agreements for external effect

Certain provisions must also appear in Articles of Association to be externally enforceable.

❌ Using US/UK-style vesting without legal mechanisms

Must be implemented via call options or conditional transfers under Romanian law.

❌ Expecting full minority protection without legal coordination

Agreements add protections but cannot override statutory rights.

❌ Overbroad non-compete or IP clauses

Must be reasonable in duration, geography, and scope to be enforceable.

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

📹 Video Guide: Understanding Romanian Shareholder Agreements

Watch our comprehensive video on shareholder agreement essentials, enforceability, and best practices for protecting your investment.

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Useful Resources & Links

Romanian Government & Regulatory Bodies

ONRC (Trade Registry) – Share registration and corporate records
Ministry of Justice – Legal oversight and corporate law
ANPC (Consumer Protection) – Consumer protection authority

Arbitration & Dispute Resolution

VIAC (Vienna International Arbitration Centre) – International arbitration
ICC (International Chamber of Commerce) – Global arbitration services
LCIA (London Court of International Arbitration) – International arbitration

Atrium Romanian Lawyers Services

FAQ – Shareholder Agreements in Romania

Q: Is a shareholder agreement mandatory in Romania?

A: No, it’s not legally required. However, it’s strongly recommended for any company with multiple shareholders, foreign investment, or high-value assets. It provides crucial protection against disputes, deadlocks, and unclear governance.

Q: Can I enforce voting obligations in a shareholder agreement?

A: No. Romanian courts cannot enforce direct voting obligations. However, you can enforce contractual remedies like buy-sell options, call/put options, or drag-along/tag-along mechanisms to achieve similar outcomes.

Q: What’s the difference between a shareholder agreement and the Articles of Association?

A: A shareholder agreement is private and not filed publicly; the Articles of Association is the company’s founding document and must be registered with the Trade Registry. Key external-facing provisions should appear in both for full enforceability.

Q: How do I protect IP created by founders?

A: Include explicit IP assignment clauses in the shareholder agreement, draft separate IP assignment agreements, and require employment contracts with IP clauses for founder-employees. Without these, IP may legally remain with the individual.

Q: Can I use US-style vesting in Romania?

A: Not directly. Romanian law does not recognize US-style vesting. Instead, implement vesting through enforceable legal mechanisms such as call options, conditional share transfer agreements, or repurchase rights.

Q: What happens if a shareholder breaches the agreement?

A: You can pursue remedies through negotiation, mediation, arbitration, or court litigation. Arbitration is often preferred for confidentiality and speed. Ensure your agreement includes a clear dispute resolution mechanism.

Q: How often should I update my shareholder agreement?

A: Review every 2–3 years or after major events such as new investor entry, founder departures, business pivots, or regulatory changes affecting ownership or governance.

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.

Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian corporate lawyer to verify current laws and regulations before finalizing your shareholder agreement. Laws and procedures are subject to change, and individual circumstances may vary.

6Nov

Articles of Incorporation in Romania: How to Draft the Constitutive Act in 2026

by Simona Rotaru Consulting, Corporate Law

For foreign founders, investors and international companies

Articles of Incorporation in Romania: the document that sets the company’s legal foundation

Romanian business lawyers advising foreign founders on the company’s ownership, activities, management, representation and registration documents.

The Articles of Incorporation should reflect the business structure the shareholders actually intend to operate. We review the document, supporting records and filing route before the incorporation application is submitted.

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Bucharest-based Romanian counsel. Many incorporation matters can begin online, subject to the founders, documents, signatures and procedure involved.

Business lawyers in Romania advising international founders on a corporate structure

What are the Articles of Incorporation in Romania?

Articles of Incorporation is the practical English description of the founding document submitted when a Romanian company is established. Romanian company law commonly identifies this document as the company’s constitutive act. It records the company’s legal identity, ownership, activities, capital, management and representation arrangements.

The document is not simply a formality. It becomes the starting point for determining who owns the company, who may bind it, what activities it may carry on and how important shareholder decisions are adopted.

Legal identity

The company name, legal form, registered office, duration and business activities are recorded in the founding document.

Ownership and capital

The document identifies the shareholders, contributions, share capital, number of shares and ownership percentages.

Governance and authority

Management, representation, shareholder decisions, profit distribution and core amendment rules should be aligned with the intended operation.

What should the document contain?

The exact requirements depend on the legal form. For an SRL, the Articles of Incorporation should normally address the following matters:

Company details

Company name, legal form, registered office, duration and the main and secondary business activities.

Review company formation requirements

Shareholders and contributions

Identity of each shareholder, share capital, contributions, number and nominal value of shares and ownership percentages.

Consider private shareholder protections

Management and representation

Directors, mandates, authority to sign, individual or joint representation and any approval limits that should be documented.

Shareholder decisions

Voting arrangements, meeting and decision rules, reserved matters and the process for amending the company’s constitutional document.

Beneficial ownership

Ownership and control should be traced through corporate shareholders and reflected consistently in the beneficial-owner filing.

Profit and exit rules

Profit distribution, loss allocation, share transfers, dissolution and liquidation provisions should be checked against the commercial plan.

Business lawyer reviewing company formation and Articles of Incorporation documents in Romania — Illustration: reviewing the legal and corporate documents used to establish a company in Romania.

What is the minimum share capital for an SRL in 2026?

For a newly incorporated Romanian SRL, the minimum share capital is generally RON 500 under the rules introduced by Law no. 239/2025.

The capital is divided into shares held by the shareholders. It is not the same as the company’s operating budget, and the Articles of Incorporation must state the subscribed capital, the number of shares, their nominal value and each shareholder’s contribution.

Law no. 239/2025 also introduced a higher capital threshold for SRLs whose net turnover exceeds RON 400,000 and transition rules for existing companies. The applicable requirement and deadline should be checked against the company’s financial information and the current Trade Register guidance before an amendment is filed.

Do not use an old template

Older documents may refer to RON 1, RON 200 or no minimum capital requirement. The incorporation document should be updated to reflect the rules applicable on the filing date.

SRL or SA: which Articles of Incorporation apply?

An SRL generally has a simpler governance structure, while an SA requires more formal provisions concerning capital, shareholder rights and management. The legal form should be selected before the founding document is drafted.

Romanian SRL

Often used for private businesses, subsidiaries and SMEs. Drafting focuses on shareholders, directors, representation, transfers and practical decision-making.

Romanian SA

Designed for more formal share-based structures. The document must address the applicable capital and governance framework in greater detail.

Foreign company route

A branch or other establishment route is not the same as incorporating a Romanian subsidiary. Liability, control, funding and tax consequences should be compared first.

How the incorporation document is prepared

Interactive incorporation route

Select a stage to see what should be resolved before the Articles of Incorporation are filed.

Choose the legal route

Confirm whether the business requires a Romanian subsidiary, branch or another structure before the founding document is drafted.

Map shareholders and control: Identify individuals, corporate shareholders and the beneficial-owner structure.Draft the legal framework: Align activities, capital, management, representation and shareholder decisions with the intended operation.Prepare the ONRC application: Check the supporting documents, translations, signatures, powers of attorney and filing route.

What documents are filed with the Articles of Incorporation?

The supporting file depends on the shareholders, business activity, registered office and filing method. It may include:

the incorporation application and required declarations;
proof of company-name availability;
the Articles of Incorporation;
identity documents for shareholders and directors;
corporate documents and proof of existence for corporate shareholders;
proof of the right to use the registered office;
beneficial-owner information or declaration;
evidence concerning capital contributions, where required;
powers of attorney and certified translations, where applicable; and
authorisations required for regulated activities.

Foreign documents may require an apostille, legalisation, certified translation or other formalities depending on the issuing country and document. Current requirements should be confirmed before filing with the National Trade Register Office.

What are the common drafting risks?

Outdated capital

An old capital figure can make the document inconsistent with the current incorporation rules and the filing application.

Incorrect activities

Activity codes should reflect the business model and any licences or approvals needed for the intended operations.

Unclear authority

Vague signing and representation rules can create uncertainty for banks, counterparties, shareholders and directors.

Unmapped control

Corporate ownership chains and beneficial-owner information must be analysed consistently across the incorporation file.

Template dependence

A standard form cannot replace decisions about funding, shareholder rights, transfers, deadlock and exit arrangements.

Wrong establishment route

Incorporating a subsidiary when a branch or another structure was intended can create avoidable governance and compliance work.

Why should a Romanian lawyer review the document?

A focused legal review can test whether the Articles of Incorporation match the commercial structure, identify missing supporting documents, clarify representation powers and coordinate the filing with registered-office, beneficial-owner and activity requirements.

A review is particularly useful where there are

foreign individual or corporate shareholders;
several ownership layers or nominee arrangements;
unequal contributions or more than one director;
regulated business activities;
an intended investment, transfer, exit or restructuring plan.

Related company formation guides

These resources address the surrounding decisions that may affect the Articles of Incorporation.

Frequently asked questions

What are Articles of Incorporation called in Romania?

The official Romanian company-law document is commonly identified as the company’s constitutive act. “Articles of Incorporation” is the practical English description used in this guide for the founding document filed when a company is incorporated.

What is the minimum share capital for an SRL in Romania in 2026?

For a newly incorporated Romanian SRL, the minimum share capital is generally RON 500 under the rules introduced by Law no. 239/2025. Existing companies and later amendments may be subject to separate transition rules.

Can a foreign person establish a company in Romania?

Foreign individuals and companies can generally establish or hold shares in a Romanian company, subject to the proposed activity, ownership documents, beneficial-owner analysis and any sector-specific restrictions.

Can the Articles of Incorporation be prepared in English?

The founders may work from an English draft, but documents submitted to the Romanian Trade Register must comply with the applicable Romanian-language, translation, signature and authentication requirements.

Is a shareholders’ agreement also necessary?

It is not automatically mandatory, but it can provide private arrangements concerning voting, funding, deadlock, transfers, investor rights and exit mechanisms that should not all be placed in the registered Articles of Incorporation.

Can incorporation be handled without travelling to Romania?

Many matters can begin online or be handled through an authorised representative, but the route depends on the founders’ documents, signatures, powers of attorney, translations, identity checks and the requirements of the relevant authority.

Planning to establish a company in Romania?

Send the proposed ownership structure, business activities, registered-office information and available documents. We can identify the initial legal questions, likely scope and next practical step.

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What is a share purchase agreement in Romania?

SPA, share transfer document and shareholder agreement

Select the document question

What should buyers check before signing?

Price mechanisms in a Romanian SPA

Warranties, indemnities and limitations

Signing, conditions precedent and closing

How We Assist in Practice

Protecting a buyer through SPA negotiations following due diligence findings

How Atrium Romanian Lawyers can assist

Related guides

Shareholder agreements