Corporate governance · Foreign shareholders · Romanian companies

Your group needs to approve a change in its Romanian company, but the shareholder’s signatories are abroad. Before circulating a resolution, establish who can make the decision, who can sign for the foreign shareholder and which document form the Romanian filing will require. A convenient signature method is useful only if the underlying decision and representation are sound.

This guide is primarily for foreign owners of Romanian SRLs and international groups preparing an administrator change, a registered-office change or another corporate decision. Joint-stock companies (SAs), listed companies and regulated transactions require their own procedural review. Atrium can examine the proposed decision and prepare a document-specific signing and filing plan before the group arranges signatures abroad.

What should the foreign owner decide before arranging signatures?

Identify the company, decision-maker and proposed legal change first. A foreign parent’s internal board approval may authorise its representative to act, but it does not automatically replace the Romanian subsidiary’s shareholder decision. Similarly, the Romanian administrator’s authority to run the business does not automatically include exercising rights held by the foreign shareholder.

Start with the Romanian company’s current articles, ownership record and registry details. Identify the matter requiring approval and whether it belongs to the shareholders, the administrator or another body. Keep the Romanian resolution separate from any parent-level approval required under the foreign company’s law or constitutional documents. The guide to corporate documentation requirements in Romania explains the wider governance file.

A useful instruction to counsel is specific: review this draft decision, confirm the signatories and list the documents needed for the intended implementation. Include the commercial deadline, such as a departing administrator’s handover or a lease commencement date. That allows the legal route to be assessed before courier, translation or notarial arrangements become expensive to change.

How does a sole-shareholder decision differ from an SRL meeting?

Under Article 196¹ of Romania’s Companies Law no. 31/1990, the sole shareholder exercises the general meeting’s powers and must promptly record each decision in writing. For a corporate sole shareholder, identify the authorised individual or individuals acting for that entity. A group email saying “approved” is an inadequate starting point for a filing pack unless the required decision and authority are properly documented.

Where an SRL has several shareholders, review its meeting and voting procedure. Article 191(2) allows the articles to provide for correspondence voting. Check that the current articles authorise correspondence voting. Review any procedural provisions in the articles and determine how votes will be requested, submitted, counted and evidenced, including the applicable deadline. Successive signatures on the same PDF do not automatically constitute valid correspondence voting. Distinguish the vote, the record of the adopted resolution and the person authorised to sign that record.

Do not import an SA procedure into an SRL merely because a foreign group uses it elsewhere. A shareholder agreement may also contain consent or reserved-matter provisions. Compare those contractual commitments with the articles and mandatory corporate law; treating them as interchangeable can obscure both corporate-validity and contractual-breach issues.

Can several SRL shareholders meet and vote remotely?

Yes, where the statutory route and safeguards are satisfied. Article 195¹(1)–(3) of Law no. 31/1990, introduced by Law no. 299/2024 with effect from 6 December 2024, governs physical or remote participation and voting. Under Article 195¹(2), the remote route can be based on the articles, a shareholder decision with the majority under Article 192, or the written agreement of all shareholders. An express remote-meeting clause is therefore not the only possible basis.

Read the full operative text of Article 195¹ together with the applicable notice, representation and voting rules. The technology must support participant identification, effective participation, continuous transmission of deliberations, addressing the meeting, voting, later verification of how votes were cast and each shareholder’s ability to verify their own vote. Choose a process that preserves those safeguards and the evidence needed to demonstrate them. A video invitation alone does not answer whether every participant had the necessary authority or could exercise their rights.

Keep the notice, agenda, delivery evidence, participation record, powers of representation, vote record and signed resolution together. Resolve language needs and access arrangements before the meeting. If a participant loses connectivity or the vote cannot be verified, record what happened and assess the appropriate procedural response rather than describing the meeting as completed without qualification.

Which notice and majority rules can disrupt a remote approval?

Remote participation does not remove the ordinary corporate checks. Under Article 195(3), the SRL notice follows the form specified in the articles. In the absence of a special provision in the articles, the fallback is a registered letter identifying the agenda, with at least ten days before the meeting. The High Court of Cassation and Justice’s preliminary ruling, Decision no. 55 of 21 September 2020, published in Official Gazette, Part I, no. 969 of 21 October 2020, holds that this period runs from the registered-letter notice reaching the recipients, unless the articles or a special legal provision specify another communication method. Registered letters are therefore not a universal requirement. Check the applicable method and retain delivery evidence, allowing for delivery abroad.

Article 192(1) sets a default absolute majority of both shareholders and social parts unless the articles provide otherwise. Calculate the two limbs separately: supporting shareholders must exceed half the total shareholder headcount, and their social parts must exceed half the total social parts. For example, with three shareholders holding 60%, 25% and 15%, the 60% owner alone satisfies only the capital limb; the other two together satisfy only the headcount limb. This example assumes the default rule, no voting exclusions and no special decision-specific rule. Check the current articles and applicable statutory provisions before applying it.

Article 193(3) provides a specific rule for a meeting convened again where a lawfully constituted general meeting cannot adopt a valid resolution because the required majority is not met. Its application must be assessed against the circumstances of the first meeting, the reconvening procedure, the agenda, the articles and any decision-specific statutory rule.

Distinguish meeting constitution and participation requirements from the votes needed to adopt the particular decision. Under Article 193(1), each social part carries one vote; Article 193(2) restricts a shareholder’s voting on their own contributions in kind and legal acts between that shareholder and the company. The former Article 192(2) default unanimity rule for constitutional amendments was repealed from 26 November 2022 by Article 129, point 39 of Law no. 265/2022. An older template may reproduce it, and the current articles may still impose their own requirement.

Signing logistics should follow that analysis. Collecting signatures from everyone does not justify omitting the legal review of the adoption procedure, agenda or voting restrictions. Nor should the parties assume that a late signature retrospectively supplies a missing vote or fixes an earlier procedural defect.

Who can sign for a foreign corporate shareholder?

The individual’s position and powers must be evidenced for the particular act. Review a current foreign registry extract or equivalent official evidence, constitutional provisions, joint-signature rules and any necessary internal approval or mandate. A job title such as group CFO or country manager does not itself settle the representation question.

If two directors must represent the foreign shareholder jointly, prepare for both to act in the required way. If a representative is appointed, check who grants the mandate, whether that person can grant it and whether its wording covers the actual vote and signature. Review scope, duration, substitution and any limits. The foreign entity’s governing law matters when assessing its capacity and representation.

Separate the shareholder’s representative from the person signing or submitting the Romanian company’s registry application. Article 81(1) of Law no. 265/2022 identifies the signatories for a legal entity’s application for registry amendments: its legal representative, a representative with a special or general authentic power of attorney, or a lawyer with a professional mandate. That filing authority does not automatically authorise the same person to vote for the foreign shareholder.

Should you use handwritten or electronic signatures?

Decide the signature route document by document. A resolution, updated articles, foreign extract, power of attorney and registry application may have different requirements. Article 195¹(3) permits resolutions adopted under its remote-meeting provisions to be signed by hand or electronically in accordance with law.

Under Article 4(1) of Law no. 214/2024, a qualified electronic signature has the legal effects of a handwritten signature, and the electronically signed document is treated as a private-signature document. This does not dispense with authentic form where the underlying act requires it; Article 4(11) preserves the applicable authentication rules.

Advanced and simple electronic signatures may have recognised legal effects under the specific conditions of Law no. 214/2024. Do not assume that a platform’s signature label establishes handwritten-signature equivalence or acceptance for an ONRC filing. Assess the signature, the document and the applicable statutory conditions separately.

The eIDAS framework, as amended, addresses signature effects in Article 25 and cross-border recognition of qualified signatures in Article 24a. A qualified signature supported by a qualified certificate issued in one Member State is recognised under the EU rules in the others. Confirm the actual signature’s qualification and validation evidence. The country where the signatory sits, the provider’s branding and a platform’s generic completion certificate are not enough to establish that status.

For the registry application, Article 82(1) of Law no. 265/2022 provides for handwritten or qualified electronic signature. Its electronic-submission provisions must also be followed. A permissible internal approval method does not automatically meet those filing requirements. Our guide to online company registration and electronic signatures in Romania provides context, while a post-incorporation decision needs its own supporting pack.

Preserve the original electronically signed files and their validation evidence. Printing them does not preserve a verifiable electronic signature. Conversely, scanning a handwritten original creates a copy; adding the filing representative’s qualified signature to that copy does not turn it into a shareholder-signed electronic original.

Article 84(3) of Law no. 265/2022 permits electronic submission of documents signed with a qualified electronic signature or, where applicable, copies certified by the party using a qualified electronic signature. Where the party acts through a representative, verify the representative’s authority and any document-specific filing requirements. The special transmission route for documents drawn up by notaries or lawyers under Article 84(2) has its own conditions. Neither route dispenses with a document-specific original, authentic-form, foreign-official-document or translation requirement. Retain the underlying original.

When are notarisation, apostille and translation required?

Signing abroad does not create one universal notarisation requirement. Identify whether the underlying act requires authentic form. Article 204(2) of Law no. 31/1990 requires authentic form for the amending act in the cases it lists: a capital increase through a contribution in kind consisting of real estate, conversion into a general or limited partnership, and a capital increase by public subscription. Those listed cases do not exhaust every special-form requirement that may arise under another applicable provision or for a supporting document. Do not confuse signature authentication, notarisation of a copy and authentic form of the corporate act itself.

Foreign official documents have a separate treatment. Article 76(1)(a)–(d) of Law no. 265/2022 distinguishes originals covered by treaty or applicable EU exemptions, originals bearing an apostille and originals supported by legalisation where the other routes do not apply. Article 76(2) requires a legalised Romanian translation for the official documents within its scope, with the prescribed original or electronic notarial-transmission route. Check the issuing state, nature of the document and applicable international or EU instrument individually. The country where the shareholder happens to sign is not, by itself, the test for these formalities.

The HCCH Apostille Convention concerns public documents, including notarial acts and specified official certifications placed on privately signed documents. An ordinary private resolution is not automatically a public document merely because it is destined for another country. Where a notarial certification is used, identify exactly what it certifies. An apostille concerns origin formalities; it does not establish the corporate validity of the underlying decision.

Do not assume every corporate document issued in the EU is apostille-exempt. Regulation (EU) 2016/1191 addresses specified categories of public documents, rather than a blanket exemption for commercial registry extracts or corporate mandates. Other applicable EU rules or bilateral treaties may matter and should be checked for the file.

Article 75 of Law no. 265/2022 addresses Romanian-language filing documents and specified translated submissions. Distinguish its authorised-translation rules from the legalised-translation requirement for foreign official documents under Article 76. A bilingual resolution can help the signatories understand the decision, but it does not dispense with formalities attached to supporting official documents. Review both language versions and settle the final text before signing.

What belongs in the cross-border signing file?

Use one indexed file that connects the decision to the signatory and the implementation. Reconcile names, company identifiers, shareholdings, dates and representation capacities across the draft and supporting documents. Separate evidence already available from matters still awaiting confirmation. The following builder produces a preliminary review brief for those records.

Which documents are easiest to confuse?

A single phrase such as “we have the power of attorney” can hide several unanswered questions. The table separates the purpose of each document. Use it to identify which evidence belongs to the shareholder decision and which supports the separate filing process.

What happens after the resolution is signed?

Signing is one stage in the implementation. Determine whether the decision requires registry amendment, updated articles, publication or another procedure. Under Article 204(4), constitutional amendments require submission of the amending act and the complete updated articles. The exact pack depends on the change. An administrator appointment also raises acceptance, eligibility, representation and handover questions; see our guide to changing an SRL administrator in Romania.

Article 87 of Law no. 265/2022 sets a general fifteen-day filing period from conclusion of the constitutive or amending act for legal persons, unless the law provides otherwise. Identify the act producing the change that is subject to registration and check any special rule before setting the calendar. Not every shareholder resolution or internal document is automatically an amending act triggering this period. Do not automatically use the day a courier arrives or the day management first discusses the change as the starting point.

Keep the submitted pack, filing receipt, registry observations, final order and updated company evidence. Assess the decision’s effective date and third-party effects under the applicable rules, then coordinate practical updates with banks, counterparties or internal records where needed. A registry receipt proves submission, rather than completion of every implementation step. For an address change, the registered-office guide explains the related premises documentation.

How should the group budget for signatures abroad?

Obtain a document-specific formalities list before requesting quotes. Depending on the file, the budget may include legal preparation, notarial work, apostille or legalisation, translation, delivery and applicable official or publication charges. Some items may be unnecessary; others may arise in more than one jurisdiction. Ask advisers to identify the included documents, VAT basis, excluded work and assumptions.

The planner below uses the group’s own estimates. It does not select the legal route or infer that all listed services are required. Avoid a fixed-cost promise before the country, document form, signatory powers and implementation scope are known.

Illustrative scenario: two foreign directors must act jointly

How Atrium can assist before you sign abroad

A Romanian corporate lawyer can connect the shareholder’s decision to the signatory evidence and the local implementation. A defined review can cover the proposed resolution, the articles, decision-specific procedure, foreign representation evidence and a document-by-document signing plan. Where foreign-law advice, notarial services or technical signature validation is needed, identify that dependency before fixing the signing timetable.

Send the current Romanian articles and registry information, ownership structure, draft decision, target date, signatory details and available foreign corporate records. Explain whether the group plans handwritten originals, electronic signatures or representation. Initial instructions can identify the documents available; sensitive records should be shared through an agreed channel.

The work product can be a revised decision and implementation pack, a formalities list and a sequence of actions for the shareholder, representative and filing lawyer. Agree the scope and fee before work begins. Registration, third-party acceptance and a particular completion date depend on the file and applicable procedure.

Related Guides

Frequently Asked Questions

Review the signing pack before circulating the final version

Share the draft decision, company articles and foreign signatory evidence. Atrium can define a review of the adoption procedure, representation and document formalities before the group arranges signatures or commits to a filing date.

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