Romanian company investment · Founder-side preparation

An investor has asked for access to your Romanian company’s documents.

Before opening the data room, make sure the ownership, decision-making and signing records tell the same story.

This guide focuses on founders and Romanian SRLs (limited liability companies) preparing for a potential foreign investor.

Joint-stock companies (SAs) have different corporate records and approval rules, so the SRL provisions below should not be applied to an SA without a separate review.

It addresses the company’s governance file before legal due diligence, rather than replacing the investor’s investigation or the negotiation of a definitive transaction agreement.

For the negotiation stage, our separate guide explains what to settle in a Romanian company acquisition term sheet.

What should you review before inviting an investor into the data room?

A polished folder does not resolve a missing resolution of the associates, an obsolete administrator mandate or a cap table that conflicts with the company register.

Equally, an investor’s document request is not itself a statutory checklist that every Romanian company must maintain in identical form.

The scope changes with the company’s legal form, history, financing and proposed investment structure.

Is the investor buying existing interests or subscribing for new ones?

In a purchase of existing SRL social parts, the price is generally payable to the selling associate under the sale documents.

In a capital increase, the investor contributes to the company under a different corporate and accounting route.

Depending on the structure, that route may require separate approvals, contribution or valuation documents and a review of the resulting beneficial-ownership position.

A combined investment may include both, but the documents should identify each leg, its price or contribution, conditions and sequence.

Do not present an indicative percentage as an agreed ownership position before checking dilution, existing rights and the proposed post-transaction capital.

Our guide to changing shareholders in a Romanian company covers the later transfer and registration work.

If the discussion concerns a negotiated purchase, the Romanian share purchase agreement guide addresses warranties, closing conditions and risk allocation.

Which governance documents belong in the first review?

Build an indexed working file before deciding which documents the investor should receive immediately.

For an SRL, the following comparison usually exposes the most consequential gaps.

Article 198 of Romania’s Companies Law no. 31/1990 on the official Legislative Portal requires an SRL to keep a register of associates recording, among other matters, each associate’s participation and transfers of social parts.

Article 198(2) provides for the administrators’ joint and several liability for damage caused by failure to comply with that record-keeping obligation.

A recent certificate or information extract from the National Trade Register Office (ONRC) helps check registered information, but it should be reconciled with the company’s own decisions and records.

Under Article 203, transfers of SRL social parts must be entered in both the Trade Register and the company’s register of associates, and the transfer has effect against third parties only from registration in the Trade Register.

The timing of the parties’ own contractual obligations should be examined separately in the transfer documents.

Who must approve the proposed investment and who may sign?

The founder negotiating with the investor may not be the person or body empowered to approve the transaction or sign for the company.

For an SRL, Article 194 of the Companies Law allocates important matters to the general meeting, including appointment or removal of administrators and amendment of the articles of association.

An administrator may also have been appointed in the articles themselves under Article 197(1), which makes the complete appointment history relevant.

Article 192 sets a default decision rule subject to the articles, so review the actual constitutive document and the decision being proposed rather than assuming that one voting percentage answers every question.

Article 202(1) permits transfers of social parts between existing associates.

For a transfer to a person outside the SRL, Article 202(2) requires approval by associates representing at least three quarters of the share capital if the constitutive act does not provide otherwise.

A subscription and capital increase require their own corporate route; the transfer rule should not be copied mechanically into that analysis.

Check any contractual pre-emption, consent or option rights separately from the statutory position.

If social parts are subject to security or security is proposed, check Article 202(5) and the constitutive act, including any required associate approval and restrictions on creating or enforcing security over social parts. Review the security documents as well.

Article 204 also links amendments to an updated complete text of the articles filed with the Trade Register, so a signed internal resolution should not be treated as the end of the documentary process.

Where the company has a sole associate, Article 196¹ gives that person the general meeting’s powers and requires decisions to be recorded promptly in writing.

A foreign shareholder’s own internal approval and its representative’s authority may also need examination under the law and constitutional documents applicable to that foreign entity.

Our article on signing Romanian shareholder resolutions from abroad addresses that document and signature chain in more detail.

Do private investor rights match the public company documents?

A shareholders’ agreement can set out negotiated information, consent, transfer, funding and exit arrangements, but it does not automatically update the registered articles or the Trade Register.

Depending on the right and its drafting, a promise may bind only its contracting parties unless the necessary corporate document and registration steps are separately completed.

Before offering an administrator appointment right, veto, reserved matter or founder lock-in, decide which rights are intended to be contractual, which require a change to the articles and which need a separate implementation step.

Read any existing side letters, options and founder commitments against the proposed term sheet.

Conflicting promises made to a previous investor can turn a straightforward financing round into a consent or renegotiation exercise.

Our guide to Romanian shareholder agreements explains the continuing relationship after an investment; this article concentrates on establishing the company’s existing position before diligence begins.

What should be prepared beyond the corporate record?

Governance readiness is the starting file, not the entire due diligence exercise.

The finance team should reconcile share capital, shareholder loans, dividends, related-party balances and the latest approved accounts with the transaction model.

Legal counsel should identify the documents and approvals that establish those arrangements, while accountants and tax advisers confirm the accounting and tax treatment.

Material customer and supplier contracts, financing and security, licences, property, employment, intellectual property and disputes can then be indexed by risk and investor relevance.

Check the company’s beneficial-owner information against the ownership and control structure, particularly if the proposed rights could change control through means other than a simple percentage transfer.

The filing questions are explained separately in our Romanian beneficial-owner declaration guide.

Do not assume every investor request should be answered by posting an unrestricted copy of all personal, customer or commercially sensitive data.

Use an appropriate confidentiality arrangement, a controlled data room, access permissions and a record of what version was disclosed when.

Could tax or investment approvals affect the deal timetable?

Yes, depending on the transaction, these checks may need to begin while the governance file is being prepared.

For a transfer of SRL social parts, Article V of Law no. 239/2025, as set out by ONRC and amended by Emergency Ordinance no. 13/2026, makes notification of the transfer instrument and updated constitutive act to the central tax authority within 15 days of the transfer a condition for the transfer to be effective against that authority. The amended wording covers transfers of SRL social parts generally, rather than only a transfer of control.

Where the company has overdue tax liabilities or other budgetary claims recorded in enforceable titles and held for recovery by the central tax authority, the law provides additional security and registration checks. These fiscal conditions operate alongside Article 203: the Trade Register verifies them when registering the transfer, while Article 203 governs its effect against third parties.

For a proposed transaction, confirm the documents, tax-debt position and filing sequence against current ONRC and ANAF practice, particularly where the transfer does not change control.

A potential foreign or EU investment should also be screened against the transaction, investor and target activity under Romania’s investment-screening rules in Emergency Ordinance no. 46/2022, as amended; merger control and sector-specific consent may require separate checks.

These processes are not automatic consequences of every new investor, but an applicable approval can affect the investment structure and closing timetable.

How should the company handle missing or inconsistent records?

Classify each issue before preparing a corrective document.

A missing copy may call for a registry or archive retrieval, while an unregistered change may require a filing and a defective approval may need a distinct legal assessment.

Do not backdate a resolution or describe a proposed correction as if it had already occurred.

If an issue cannot be resolved before the investor’s first review, state the present position accurately, identify the proposed step and decide whether it belongs in a condition, a disclosure or the negotiation of price and risk.

For a more detailed investor investigation, the separate buyer-side due diligence and SPA guide explains how findings may affect closing conditions, warranties and indemnities.

What should you send for a focused pre-investment review?

1. The latest articles of association, amendment history and recent ONRC extract.
2. The register of associates, ownership schedule and documents supporting historic changes.
3. Material resolutions of the associates, administrator appointments, current representation rules and relevant powers of attorney used for earlier corporate actions.
4. Any shareholder agreement, side letter, option, pledge or agreed transfer restriction.
5. Beneficial-owner declarations or records and documents showing the current ownership and control chain.
6. The proposed term sheet or investor request list, with the intended share purchase or subscription structure.
7. A short list of known gaps, the proposed timetable and the intended investor access date.

A first review can identify the corporate corrections and transaction decisions that deserve attention before the wider data room opens.

It cannot certify the entire company as risk-free or substitute for financial, tax or sector-specific diligence.

In your enquiry, identify the company form, prospective investor, proposed transaction route and the date when you expect to share documents.

Sensitive files can follow through an agreed secure channel.

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