What counts as corporate documentation in Romania?

Corporate documentation is the connected set of records that shows how a company was formed, who owns or controls it, who may represent it, how decisions are adopted and which changes have been registered or implemented. It includes the constitutional documents, meaning the articles of association and their amendments, together with the records that support the company’s ongoing operation.

The phrase covers more than documents sent to the Trade Register. Some records create or modify the company’s legal position. Others prove that a decision was properly authorised, that a director had signing power, or that the company reviewed a matter before entering into a material transaction.

For a foreign founder or international group, the practical issue is consistency. The company name, legal form, shareholders, capital, registered office, administrators, beneficial-owner information and activity should not appear differently across the articles of association, shareholder resolutions, powers of attorney, registry extracts, banking documents and commercial contracts.

Which documents belong in the company’s core file?

The core file should be organised around the company’s legal identity, ownership, authority and ongoing decisions. The exact documents vary, but the categories below are a reliable starting point.

A document may be retained internally even where it is not filed with ONRC. Filing requirements and internal approval requirements are related but not identical questions.

What should be resolved at incorporation?

At incorporation, the documents should reflect the business structure the founders actually intend to operate, not only the minimum wording needed to obtain registration.

The incorporation file commonly includes the application, proof of company-name availability, the articles of association, identification documents, declarations, evidence concerning the registered office, information about shareholders and administrators, beneficial-owner information and documents required for the proposed activities.

Where a shareholder is a foreign company, the file may also require a current registry extract or equivalent evidence of legal existence, corporate approvals evidencing the decision to establish or invest in the Romanian entity where required by the foreign company’s constitutional documents or governing law, proof of the signatory’s authority and a power of attorney for the Romanian filing representative. The issuing jurisdiction determines whether apostille, legalisation, authentication or a particular translation format is required.

A representative office operates under a different legal regime and typically does not conduct commercial trading activities in the same manner as a Romanian subsidiary. The chosen structure should therefore be reflected consistently in the incorporation documents, the activity description and the filing strategy.

The articles should also be reviewed as an operating document. Shareholder percentages, voting arrangements, administrator powers, representation, profit distribution, transfer mechanics and decision rules should be aligned with the commercial plan. Private arrangements may additionally belong in a shareholders’ agreement rather than in the public constitutional document.

What are the current SRL capital and formation-document issues?

According to the framework introduced by Law no. 239/2025, newly incorporated Romanian SRLs are generally required to have a minimum share capital of RON 500, while separate capital requirements may apply to existing SRLs depending on statutory turnover thresholds.

That figure should not be copied into every corporate document without checking the company’s status. A new incorporation, an amendment to an existing SRL and a company whose turnover has crossed the statutory threshold may raise different questions.

The share capital is also only one element of the corporate documentation. The file should state the subscribed capital, contributions, number and nominal value of the shares, and each shareholder’s participation. Those details must match the application, the articles and any later shareholder resolution.

Current capital rules, forms and implementation details should be checked against the legislation in force and the live ONRC procedure at the time of filing. Do not rely on old references to RON 1, RON 200 or a general statement that no minimum capital applies.

Which governance documents should a Romanian company maintain?

A company should be able to show who made a decision, under which authority, on what information and with what effect on the company’s records.

For an SRL, the central governance records are usually the articles of association, shareholder resolutions, administrator decisions, management records and other internal approvals. The precise approval route depends on the legal form, the articles and the nature of the decision. A document should not describe a board structure that the company does not actually have.

For an SA, the governance structure is more formal and may involve a board of directors or a two-tier system, depending on the applicable model. The documents should reflect the selected structure and the mandates actually granted. The rules that apply to an SA should not be presented as universal requirements for every SRL.

What must foreign shareholders and international groups prepare?

Foreign corporate documents should prove existence, authority and the decision to participate in the Romanian structure. A translation alone cannot cure a missing corporate approval or an expired registry extract.

The document chain commonly includes the foreign shareholder’s registry evidence, constitutional or equivalent records, a resolution approving the investment, the appointment of a representative and proof that the person signing the Romanian documents has authority to do so.

The form of each document depends on the country of issue, the document type, applicable treaties and the current ONRC procedure. Some documents may be accepted without apostille or legalisation. Others may require authentication, apostille, legalisation or a specific certified translation. The correct answer should be checked document by document.

International groups should also distinguish the Romanian company’s documents from the parent company’s documents. A Romanian subsidiary has its own legal personality and corporate records. A branch is not a separate legal person in the same way, so the foreign parent’s authority and responsibility become central to the file.

When must corporate documentation be updated?

Review the corporate file whenever a change affects ownership, control, representation, registered information, activities or a decision that requires formal approval or registration.

• Shareholder change: update the transfer or subscription documents, resolutions, articles and relevant ownership and beneficial-owner information.
• Administrator change: record the appointment, mandate, representation rules and any related Trade Register filing.
• Registered-office change: retain the new right-to-use document and complete the applicable registration steps.
• Activity change: verify the current CAEN classification and whether the activity requires licences, approvals or professional authorisation.
• Beneficial-owner change: review whether a beneficial-owner declaration, notification or update filing is required under the legislation in force at the time of the change.
• Capital or governance change: align the resolution, amended articles, shareholder register and public filing with the decision actually adopted.

Can corporate documents be signed and filed electronically?

Electronic filing may be available, but the accepted signature, document format, representation route and platform requirements must be checked for the specific filing.

Law no. 265/2022 and the current ONRC procedures provide the framework for registration applications and electronic interaction with the Trade Register. The fact that a document is a PDF or carries an electronic signature does not by itself answer whether it is accepted for every corporate act or filing.

For a remote filing, confirm who is signing, whether the person has authority, whether a qualified electronic signature is required, whether the underlying corporate document needs a particular form and whether foreign documents require separate formalities. Keep the submitted version, proof of transmission and any correction request with the corporate file.

Remote incorporation, bank onboarding, tax registration, immigration status and authorisation to conduct a regulated activity are separate questions. Incorporating a company does not automatically give a founder a right to reside or work in Romania, and filing electronically does not remove the substantive requirements of the transaction.

Common corporate-documentation mistakes

Corporate documentation checklist

Before incorporation, investment, restructuring or a material contract, use the following review sequence.

1. Confirm the legal form and whether the Romanian presence will be a subsidiary, branch or another establishment route.
2. Identify all shareholders, administrators, representatives and the natural persons who ultimately own or control the company.
3. Check the current articles, registered information, capital, activity codes, office evidence and representation rules.
4. Collect foreign registry extracts, any corporate approvals required by the foreign company’s constitutional documents or governing law, powers of attorney, translations and required legalisation formalities.
5. Match each proposed decision to the correct company body, voting rule, signature and registration or notification requirement.
6. Retain the signed documents, submitted versions, proof of filing, authority responses and the dates for the next review.