Corporate Documentation Requirements in Romania
Corporate law guide · Romania
Corporate Documentation Requirements in Romania
A practical guide to the documents that establish, govern and evidence a Romanian company, with specific points for foreign shareholders, directors and international groups.
The correct document set depends on the legal form, ownership structure, activity, transaction and filing route. Current forms and procedural requirements should be checked with the National Trade Register Office (ONRC).
In short: corporate documentation in Romania is not limited to the incorporation file. A company should maintain a coherent record of its constitutional documents, shareholder and director decisions, ownership and beneficial-owner information, powers of representation, material contracts and filings made when its structure or registered information changes.
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.
Constitutional documents
The articles of association, amendments and registered information define the company’s identity, ownership, activities, capital and representation framework.
Decision records
Shareholder resolutions, general meeting minutes and management decisions evidence approvals, appointments, transactions and changes that require internal authority.
Compliance records
Beneficial-owner information, filings, registers, powers of attorney and supporting evidence help the company demonstrate an accurate and current corporate position.
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.
| Document category | What it establishes or proves | When to review it | Typical responsibility |
|---|---|---|---|
| Constitutional file | Legal form, company name, registered office, activities, capital, shareholders and core representation rules. | Incorporation, amendment, restructuring or change of registered information. | Shareholders, administrators and filing representative. |
| Ownership and control file | Shareholder identity, ownership percentages, control arrangements and beneficial-owner information. | Share transfer, restructuring, new investor, control change or identification-data change. | Shareholders and legal representative. |
| Authority file | Appointment, mandate, signing power, joint or individual representation and powers of attorney. | Appointment, expiry, resignation, delegation or material change in authority. | Shareholders, directors and authorised representatives. |
| Decision file | Approvals for reserved matters, capital operations, contracts, appointments, filings and transactions. | Before and after each material corporate decision. | Shareholders, board or administrator, depending on the legal form and articles. |
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.
| Governance record | Question it should answer | Typical trigger | Control to apply |
|---|---|---|---|
| Shareholder resolution | Which shareholders approved the matter and with what voting basis? | Appointment, capital operation, amendment, major transaction or reserved matter. | Check quorum, majority and wording against the articles and applicable law. |
| Administrator decision | Was the decision within the administrator’s mandate and signing authority? | Operational contract, delegation, bank instruction or implementation step. | Match the decision to the registered representation rules and mandate period. |
| Power of attorney | Who may act, for which purpose and for how long? | Remote filing, foreign shareholder representation or a specific transaction. | State scope, duration, signatory authority and any authentication or translation requirement. |
| Corporate register copy | What information is currently registered and available to third parties? | Banking, contracting, due diligence, investment or authority check. | Obtain a current extract before relying on historic company information. |
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.
Foreign registry evidence
Use a current official extract or equivalent evidence showing the foreign company’s legal existence, registered office and relevant representatives.
Corporate approval
Record the parent company’s decision to invest, establish the Romanian presence, appoint representatives and approve the necessary documents.
Formalities and translation
Check authentication, apostille, legalisation and Romanian translation requirements before the filing package is assembled.
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
Using an old template
Historic capital figures, outdated activity classifications or obsolete forms can make an otherwise coherent file inconsistent with current requirements.
Confusing public and private documents
The articles and Trade Register extract do not replace a private shareholders’ agreement, and a private agreement does not replace a mandatory filing.
Assuming a title proves authority
A person described as director, manager or representative still needs the mandate and signing power required for the act in question.
Ignoring the ownership chain
Foreign corporate shareholders and indirect control require a documented analysis, not only the name of the immediate shareholder.
Mixing legal forms
Rules for an SA, SRL, branch and representative office are not interchangeable. The document set must follow the selected structure.
Keeping no decision trail
A signed contract may not show whether the right company body approved it. Retain the resolution, decision or delegation that supports the act.
Corporate documentation checklist
Before incorporation, investment, restructuring or a material contract, use the following review sequence.
- Confirm the legal form and whether the Romanian presence will be a subsidiary, branch or another establishment route.
- Identify all shareholders, administrators, representatives and the natural persons who ultimately own or control the company.
- Check the current articles, registered information, capital, activity codes, office evidence and representation rules.
- 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.
- Match each proposed decision to the correct company body, voting rule, signature and registration or notification requirement.
- Retain the signed documents, submitted versions, proof of filing, authority responses and the dates for the next review.
Frequently asked questions
What is the most important corporate document in Romania?
The articles of association are the central constitutional document, but they are not sufficient on their own. The company also needs accurate shareholder and beneficial-owner information, resolutions, administrator records, authority documents and filings connected with later changes.
Does every corporate document have to be filed with ONRC?
No. Some documents are filed or registered because the law requires public disclosure. Others, such as internal decisions, delegations and private shareholder arrangements, may need to be retained by the company without being filed in full. The applicable requirement depends on the document and event.
What documents does a foreign shareholder usually need?
A foreign corporate shareholder may need current registry evidence, a corporate approval, proof of signatory authority, a power of attorney and a Romanian translation. Apostille or legalisation requirements depend on the issuing country, document and applicable procedure.
Is the minimum capital for a new Romanian SRL RON 500?
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. Existing SRLs and companies affected by statutory turnover thresholds should be analysed separately, and the position should be checked against the current filing requirements.
Can a Romanian company use electronic corporate documents?
Electronic documents and electronic filing may be available, subject to the applicable signature, format, representation and platform requirements. A qualified electronic signature or a PDF alone does not automatically satisfy every corporate formality.
When should a lawyer review the corporate file?
A targeted review is particularly useful before incorporation by foreign founders, an investment, a share transfer, a director change, a restructuring, a material contract or a filing involving several ownership layers and cross-border documents.
Need to review a Romanian corporate file?
A focused legal review can map the documents, authority, ownership information and filing steps before the company signs, invests, restructures or submits an application.
Book a consultationDisclaimer: This article provides general information only and does not constitute legal advice, a legal opinion or the creation of a lawyer-client relationship. Romanian corporate, Trade Register, tax, electronic-signature and document-formality requirements may change and depend on the company, transaction, documents and circumstances involved.
AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.
