What is the minimum capital required for a Romanian SRL in 2025?

Under the new 2025 reforms, the minimum capital for an SRL in Romania remains symbolic (1 RON), but procedural requirements for documenting increases have been streamlined.

Do company capital increases require Trade Register approval?

Yes. Capital increases in Romania continue to require registration with the Trade Register, but the documentation and verification process has been simplified to reduce delays.

How long does the capital increase procedure take in 2025?

Processing times have been reduced to approximately 3–5 working days, provided all required documents are filed correctly and bank confirmations are obtained.

Can a company hold a general shareholder meeting without all shareholders present?

Yes, provided quorum is met. Romanian law typically requires shareholders representing the majority of the share capital to be present for valid decisions.

Smiling Romanian lawyer holding a legal book with text “Register Company Name in Romania” on a bright background

30Oct

Register Your Company Name in Romania

by Simona Rotaru Company Formation in Romania, Corporate Law

Company formation in Romania

Registering a Company Name in Romania

Before incorporating a Romanian company, founders normally need to check and reserve an available company name with the National Trade Register Office (ONRC).

This guide explains the legal role of name reservation, the main restrictions, the filing routes available to foreign founders and the steps that follow once the reservation has been issued.

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Company name reservation in Romania: a practical overview for founders.

Short answer: name reservation is an early company-formation step, but it is not the same as incorporating the company and it does not replace a trademark search. The reserved name must still be used within the applicable period and accepted in the context of the incorporation filing.

What Does Company Name Reservation Mean?

Company name reservation is the procedure through which the ONRC checks the proposed name against the applicable legal requirements and records the availability of the name for the applicant. The applicant normally submits several alternatives in a stated order of preference.

The reservation is connected to a future registration application. It does not, by itself, create a company, confer legal personality or prove that the name is available as a trademark, domain name or social-media handle.

What the Name Reservation Does and Does Not Protect

It supports the incorporation file

The proof of availability or reservation is used in the next stage of the company-registration process, together with the constitutional documents and other required information.

It is not trademark registration

A company name and a trademark serve different legal functions. A separate trademark clearance and registration strategy may be needed if the name is important to the business.

It is not an unlimited exclusivity right

The legal effect of the reservation is limited by the applicable company and Trade Register rules. Similarity, misleading elements, protected terms and the later incorporation file may still matter.

Key Legal Requirements for a Romanian Company Name

The proposed name must be sufficiently distinctive and must comply with the rules applicable to the chosen legal form. The name should not be identical or confusingly similar to a name already recorded, and it should not mislead third parties about the company, its activities or its relationship with a public authority.

Use a name that can be distinguished from existing registered names.
Include the legal form where required, such as SRL or SA.
Avoid protected or restricted words unless the required prior approval is available.
Do not imply an official connection with Romanian public authorities.
Check whether the proposed name creates conflict with an existing brand or trademark.
Prepare alternatives because availability is assessed against the ONRC records.

Does the name have to contain a Romanian word?

There is no safe basis for presenting a general rule that every company name must contain a Romanian word. The analysis depends on the proposed wording, the legal form, distinctiveness, public-order restrictions and the applicable ONRC practice. A foreign-language name should therefore be checked rather than automatically treated as prohibited or acceptable.

Restricted or sensitive terms

Certain protected terms, including terms referring to public authorities or regulated sectors, may require prior approval under applicable Romanian law or may be rejected when they suggest a protected institution or official connection. The exact assessment depends on the wording and context. For a sensitive name, the approval requirement should be checked before the filing is submitted.

How to Reserve a Company Name in Romania

Define the business and legal form

Clarify whether the planned entity is an SRL, SA or another registrable structure. The legal form affects the required designation and the incorporation documents.

Prepare several name options

Prepare a ranked list of alternatives. Each option should be checked for distinctiveness, restricted wording, misleading references and possible trademark conflicts.

Submit the name-reservation request

The request may be handled through the ONRC service channels, including the online portal where the applicable technical and identity requirements are met. The applicant should use the current ONRC form and instructions.

Respond to any clarification or rejection

A name may be rejected because it is unavailable, insufficiently distinctive, misleading or subject to an approval requirement. A new proposal may then be submitted.

Use the reservation in the incorporation file

Once the reservation document is available, continue with the articles of association, registered office, beneficial-owner information, activity codes, declarations and other documents required for incorporation.

Online Filing, Electronic Signatures and Foreign Founders

Cross-border filing checkpoint

Romanian citizenship is generally not required for shareholders or founders of a Romanian company. Depending on the filing route, they may act personally or through an authorised representative.

An online filing does not automatically mean that every document may be signed in the same way. The current ONRC portal rules and the form of each document must be checked before submission.

ONRC route

The application may be submitted online, at the counter or through another permitted channel, subject to the current technical and procedural requirements.

Foreign documents

Documents may require a Romanian translation, authentication, apostille or legalisation, depending on their origin and type.

Representation

A representative may act only with the authority and in the form required by the applicable rules. A power of attorney should be checked before it is signed abroad.

Where a founder does not meet the technical requirements for direct online filing, representation may be considered. Banking, identity checks, immigration formalities and sector-specific approvals may still require separate steps.

How Long Is the Reservation Valid?

The reservation document is not indefinite. Applicants should verify the validity period stated in the reservation document itself and in the current ONRC procedures. The incorporation application should be prepared and filed within that period.

Because the reservation period, portal workflow and procedural requirements may change, this page does not present a fixed deadline as universally applicable without checking the current ONRC information. An expired reservation may require a new request and a fresh availability assessment.

Costs and Filing Fees

The total cost depends on the filing route, the services requested and the documents involved. It may include an ONRC service tariff, publication costs where applicable, translation or legalisation costs and professional fees. The exact amount should be confirmed against the current ONRC tariff schedule and the specific application.

For this reason, the former fixed estimate of EUR 5–10 should not be treated as a current universal fee for every name-reservation case.

What Happens After the Name Is Reserved?

Name reservation is only one stage of company formation. The next steps may include:

Registered office

Choose and document the registered office in accordance with the current ONRC requirements.

Articles of association

Prepare the constitutional documents and confirm the company’s ownership and management structure.

CAEN activities

Confirm the company’s activities under the current CAEN classification and identify any sector-specific authorisations.

Beneficial owner

Identify the beneficial owner and prepare the relevant declaration or information for the incorporation file.

Share capital

Organise the share capital and any other corporate information required for the chosen legal form.

Complete filing

Submit the complete incorporation application with the ONRC and respond to any request for corrections or additional documents.

Reservation does not guarantee that the complete incorporation file will be admitted. The Trade Register authorities may examine the full application and may request corrections or additional documents.

How Atrium Romanian Lawyers Can Help

Atrium Romanian Lawyers assists foreign founders with the practical and legal steps involved in establishing a business in Romania, including:

Name assessment

Review of proposed names, legal-form wording, distinctiveness issues and potential red flags.

ONRC preparation

Preparation and coordination of the reservation and incorporation documentation, including foreign-founder formalities.

Formation strategy

Advice on the SRL structure, registered office, activities, representation and the documents needed for the next stage.

Discuss Your Company Formation

Frequently Asked Questions

Can a foreigner reserve a company name in Romania?

Yes. Romanian citizenship is generally not required for shareholders or founders of a Romanian company. The filing route, identification documents and representation formalities must be checked for the specific case.

Does name reservation create a company?

No. It is an early step connected with the future incorporation filing. The company obtains legal personality only after the incorporation is admitted and registered.

Is a reserved company name protected as a trademark?

No. Company-name reservation and trademark protection are separate matters. A trademark clearance should be considered before investing in branding or launching the business.

Do I need a qualified electronic signature?

Not every possible filing route has the same signature requirements. The answer depends on the ONRC channel, the person signing, the documents and the applicable technical rules. The current portal instructions should be checked before filing.

What if the proposed name is rejected?

The applicant may need to submit another proposed name or correct the application, depending on the reason for rejection. A rejection does not necessarily prevent the company from being incorporated under another compliant name.

Can I reserve a name and incorporate later?

Yes, but the reservation is subject to a limited validity period. Applicants should verify the validity period stated in the reservation document itself and in the current ONRC procedures, and the complete incorporation file should be prepared before the reservation expires.

Related Company Formation Resources

Official reference: The ONRC is the institution responsible for the Romanian Trade Register and publishes the current forms, procedures and service information on its website and online portal.

Disclaimer: This page provides general information only and does not constitute legal advice, a legal opinion or the creation of a lawyer-client relationship. Legal solutions depend on the specific facts and documents involved.

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

4Oct

Essential Documents for Foreign Founders Starting a Business in Romania

by Simona Rotaru Company Formation in Romania, Corporate Law

Company formation in Romania

Essential Documents for Foreign Founders Starting a Business in Romania

Starting a business in Romania requires more than choosing a company name. The incorporation file must connect the founders, ownership structure, registered office, activities, management and beneficial-owner information in a form accepted by the Trade Register.

This guide explains the documents commonly required for foreign founders and why the correct route depends on the founder’s country, legal form, activity and filing method.

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Documents and practical steps for foreign founders entering the Romanian market.

Short answer: the core file usually includes founder and administrator identification, company-name information, proof of the registered office, articles of association, beneficial-owner information and the forms required by the ONRC. Foreign corporate shareholders may need additional registry, authority, translation and legalisation documents.

What Documents Are Needed?

The exact list is not identical for every applicant. An individual founder, a foreign company acting as shareholder, an EU citizen, a non-EU national and a representative acting under a power of attorney may face different document and signing requirements.

Individual founder

Usually needs a valid identity document, personal details, ownership and management information, beneficial-owner information and the declarations required for the application.

Foreign corporate shareholder

Usually needs a current registry extract or equivalent, evidence of legal existence, a corporate approval to invest and appoint representatives, and proof of the signatory’s authority.

Authorised representative

Needs a power of attorney or other authority in the form required for the filing. The document may need authentication, apostille or legalisation and an authorised Romanian translation.

Essential incorporation documents for foreign founders in Romania — Incorporation documents should be checked as one coordinated file.

Core Documents for a Romanian Company Formation File

Identity documents

Passports or identity documents for shareholders, administrators and other relevant persons. The required copy, format and translation depend on the filing route and the document’s origin.

Company name

Prepare several compliant name options and obtain the current ONRC proof or reservation document required for the incorporation route.

Registered office

Provide evidence of the right to use the Romanian premises, such as a lease, ownership document or another legally acceptable document. The arrangement should be checked for the intended activity.

Articles of association

The constitutional document should address the legal form, shareholders, capital, activities, management, representation and decision-making rules required by Romanian company law.

Beneficial-owner information

The ownership and control chain must be identified and reflected in the information or declaration required for the company-formation file.

ONRC forms and declarations

The application, declarations and supporting forms must be completed using the current ONRC requirements. The exact forms depend on the legal form and the requested registrations.

Additional Documents for Foreign Corporate Shareholders

When the shareholder is a company incorporated outside Romania, the Trade Register file normally needs evidence that the shareholder exists and that the persons signing or approving the investment have authority to do so.

Registry evidence

A recent extract or equivalent official document may be needed to show the foreign company’s legal existence, registered office, directors and ownership information.

Corporate resolution

The foreign shareholder may need a resolution approving the Romanian investment, the participation in the Romanian company and the appointment of the relevant representative.

Authority to sign

The file should show who may sign the articles of association, power of attorney and other documents on behalf of the foreign company.

Formalities abroad

Depending on the issuing country and document type, authentication, apostille or legalisation may be required before the document can be used in Romania.

There is no universal rule that every foreign document must be notarised or apostilled. The correct form depends on the issuing state, applicable international instruments, the document and the ONRC filing requirements at the time of submission.

Romanian Translations and Document Formalities

Documents submitted to Romanian authorities generally need to be usable in Romanian. A foreign-language document may require an authorised Romanian translation, and the translation may need to follow the form required for that document and filing route.

Before ordering translations or legalisation, check the complete document chain. A translation cannot cure a missing corporate resolution, an expired registry extract or a signatory who lacks authority.

Choosing the Legal Structure and Current Capital Rules

The documents depend on whether the founder chooses an SRL, an SA, a branch or a representative office. An SRL is often suitable for a privately held operating business, but the right structure depends on ownership, funding, governance, activity and the relationship with any foreign parent.

SRL

For a newly incorporated SRL, the minimum share capital is RON 500 under the current rules introduced by Law No. 239/2025. An existing SRL whose reported net turnover exceeds RON 400,000 may face a separate capital-increase obligation under the applicable timing rules.

SA

An SA has different capital, governance and incorporation requirements. The file should be prepared against the rules applicable to the proposed share structure and offering model.

Branch or representative office

These are not interchangeable with a Romanian subsidiary. The foreign parent’s constitutional documents, registry evidence and authority documents become central to the filing.

The current minimum-capital rules should be checked at the time of filing, especially where the founder is incorporating an SRL or modifying an existing Romanian company. The ONRC identifies Law No. 239/2025 as the source of the current SRL capital changes.

Registered Office and Activity Documents

The registered office requires evidence of the right to use the premises. A domiciliation or virtual-office arrangement may be possible in appropriate circumstances, but the document, provider and intended activity must be checked rather than assumed to be interchangeable with an operating location.

Activity codes should be selected under the current CAEN classification. Regulated activities may require additional approvals, professional qualifications or operating authorisations. Company registration alone does not automatically authorise every activity listed in the articles of association.

How the Documentation Process Works

Map the founders and structure

Identify shareholders, administrators, beneficial owners, the legal form and whether a foreign company is involved.

Check the activities and office

Confirm the CAEN activities, any special authorisations and the document supporting the Romanian registered office.

Collect foreign documents

Obtain current registry evidence, corporate resolutions, signatory authority and any required powers of attorney.

Complete formalities

Arrange translations and, where necessary, authentication, apostille or legalisation before the filing is submitted.

File and respond

Submit the complete application through an available ONRC route and address any request for correction or additional documents.

Can Foreign Founders Complete the Process Remotely?

Often, yes, but remote handling is document-dependent. A founder may act through an authorised representative where the authority document and filing route meet the applicable requirements. Online submission also depends on the current ONRC platform, signature and document-format rules.

Company formation, bank onboarding, tax registration, immigration status and permission to conduct regulated activities are separate questions. Incorporating a company does not automatically give a founder the right to live or work in Romania.

Tax and VAT: Keep These Questions Separate

The incorporation file and the company’s tax position are related but not identical. Microenterprise eligibility, profit tax, VAT registration, dividend taxation, e-Factura and sector-specific tax rules depend on the company’s facts and the law applicable at the relevant time.

For that reason, this documents guide does not state fixed tax rates or turnover thresholds as permanent formation rules. Those matters should be reviewed separately with the company’s Romanian tax adviser.

How Atrium Romanian Lawyers Can Help

Document mapping

We identify the documents required for the founder, foreign shareholder, administrator, registered office and intended activity.

Cross-border formalities

We help coordinate corporate resolutions, powers of attorney, translations and document-form requirements for foreign founders.

ONRC filing strategy

We prepare the formation route around the ownership structure, governance, activities, capital and post-registration needs.

Discuss Your Formation Project

Frequently Asked Questions

What documents does a foreigner need to start a company in Romania?

The core file commonly includes identity documents, company-name information, registered-office evidence, articles of association, beneficial-owner information, declarations and the current ONRC forms. The exact list depends on the founder and legal structure.

What extra documents are needed if the shareholder is a foreign company?

The file may require a current registry extract or equivalent, a corporate resolution, proof of signatory authority and documents concerning the foreign company’s ownership or control. Translation and legalisation requirements depend on the issuing jurisdiction and document.

Do foreign documents always need an apostille?

No. The requirement depends on the issuing country, applicable treaties or legal rules, the document and the filing route. The document chain should be checked before translation and submission.

Do documents need to be translated into Romanian?

Foreign-language documents used in the Romanian filing generally need to be made available in Romanian in the form accepted for that document and procedure. The required translation and certification should be confirmed case by case.

Can I incorporate a Romanian company without visiting Romania?

Often, yes, through an authorised representative or an eligible online route. Whether this is possible depends on the documents, signatures, powers of attorney, identity checks, banking and any sector-specific requirements.

What is the minimum share capital for a new SRL in 2026?

Under the current rules identified by the ONRC, a newly incorporated SRL has a minimum share capital of RON 500. Existing companies may be subject to separate obligations linked to net turnover and the transition rules in Law No. 239/2025.

Does company registration automatically give me a residence permit?

No. Company ownership or incorporation and the right to enter, reside or work in Romania are separate legal questions. Immigration eligibility should be assessed independently.

Does company registration authorise every activity listed in the articles?

No. Some activities require additional authorisations, professional qualifications, licences or operating conditions. The intended activity should be checked before the articles and filing are finalised.

Related Company Formation Resources

Official reference: Current forms, filing routes and procedural information should be checked on the ONRC website and its online portal. The ONRC lists Law No. 31/1990, Law No. 265/2022 and Law No. 239/2025 among the relevant national legislation. The exact document requirements may vary with the founder, jurisdiction, legal form and proposed activity.

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

25Sep

Romanian Company Capital Increase: Streamlined Processes 2025

by Simona Rotaru Company Formation in Romania, Corporate Law

Play

Romanian Company Capital Increase: Streamlined Processes 2025

Recent draft reforms on Romanian company capital increase 2025 have reshaped foundational requirements for Romanian companies, requiring both entrepreneurs and established firms to act quickly to stay compliant and maintain operational continuity.

Recent proposed changes in corporate legislation will require soon a minimum financial commitment, times higher than before, significantly impacting how companies, especially limited liability companies, operate.

Proposed changes are still in draft form and have not been enacted.

The current minimum capital requirement is 1 RON, and the proposal would increase it to variable amounts (500-90,000 RON).

The draft of law links financial obligations to company size, establishing specific compliance tiers across industries.

These changes will come with tight deadlines, enhanced reporting for banking activities, and stricter registry submissions.

Non-compliance could lead to severe penalties like operational suspension or dissolution.

Seeking professional advice is important, particularly for Romanian company formation or making structural adjustments.

Key Takeaways

Romania’s draft of corporate laws will enforce significantly higher minimum financial commitments,
Three-tier compliance system will align obligations with business size and revenue,
Mandatory banking protocols will affect entity registration and reporting,
Legal expertise ensures adherence to strict deadlines and documentation requirements,
Non-compliance may result in operational restrictions or business dissolution.

Navigating Romanian Corporate Regulations

The recent legislative draft introduces structured financial benchmarks for commercial entities.

These changes will create clear financial parameters tied to operational scale, ensuring alignment between resources and business activities.

Updated Financial Benchmarks for Businesses

The revised draft establishes three financial tiers based on annual revenue.

Microenterprises with earnings below 395,000 RON must maintain 500 RON in reserves.

Mid-sized organizations generating up to 7 million RON require 5,000 RON.

Larger enterprises surpassing this threshold need 90,000 RON in available funds.

Business Size	Revenue Range	Financial Reserve
Micro	Under 395k RON	500 RON
Medium	395k – 7M RON	5,000 RON
Large	Over 7M RON	90,000 RON

Banking Compliance Essentials

Under recent reforms in Romanian company law, newly incorporated businesses will be required to open and maintain a bank account within 30 days of registration, with banks permitted to refuse only on grounds related to anti-money laundering compliance under Law 129/2019.

Companies that fail to comply risk being declared fiscally inactive by ANAF, a status that suspends tax rights and may trigger fines of up to RON 10,000 for related non-compliance.

In parallel, the draft law increases the minimum share capital for limited liability companies (SRL) in Romania to RON 8,000, obliging existing SRLs to align either at the first amendment of their articles of association or within two years of the law’s entry into force.

Legal specialists recommend that entrepreneurs and investors prepare early to ensure smooth company formation, compliance, and business continuity in Romania.

Step-by-Step: capital increase procedures Romanian Company

Strategic documentation preparation forms the foundation of successful compliance.

Organizations must balance legal precision with operational agility when modifying foundational documents to meet revised standards.

Drafting Constitutive Acts and Submissions

Modifying Articles of association requires shareholder approval through formal resolutions.

Romanian lawyers must draft updated Articles reflecting adjusted financial commitments while maintaining alignment with existing operational parameters.

Completed documentation packages must include shareholder agreements and bank deposit confirmations.

The trade register mandates electronic submission of these materials within 15 days of approval.

Common errors in draft versions often delay processing timelines.

Timelines and Compliance Deadlines

Compliance timelines under the proposed Romanian company law reforms focus on SRL share capital increases and related corporate compliance filings.

All limited liability companies (SRL) will be required to raise their minimum share capital to RON 8,000, either at the first amendment of their articles of association or within two years of the law’s entry into force.

Once approved, the shareholder resolution must be registered with the Romanian Trade Register within 15 days, with late submissions leading to administrative penalties.

Although no official deadlines apply to POS installation or payment infrastructure upgrades, businesses should align their banking arrangements and capital adjustments early to avoid being declared fiscally inactive by ANAF and facing operational delays.

Engaging professional legal and accounting services in Romania is strongly recommended to ensure smooth compliance and safeguard business continuity.

Professional guidance helps navigate overlapping requirements efficiently.

Managing Compliance and Fiscal Transparency for Business Success

Effective governance in Romania’s business environment requires close monitoring of regulatory updates and proactive adjustment to new fiscal rules.

The latest company law and tax reforms introduce obligations that connect corporate governance, banking compliance, and shareholder transactions, making coordinated management essential for business stability.

Mitigating Risks and Avoiding Administrative Blockages

Under the draft reforms, share transfers involving controlling shareholders must be reported to the tax authorities within 15 days.

Where companies have outstanding debts to the state, the Romanian Trade Register may require financial guarantees from the company or incoming shareholders before registering the transfer.

At the same time, failure to maintain an active bank account or to meet the new minimum capital thresholds for SRLs may result in a declaration of fiscal inactivity by ANAF.

Companies declared inactive face serious tax consequences: they must continue paying taxes but lose the right to deduct expenses and face restrictions on VAT claims.

To prevent these risks, businesses should adopt three practical safeguards:

Regular audits of banking documentation and shareholder records
Immediate updates to Trade Register filings following ownership changes
Preemptive resolution of outstanding state debts before major corporate transactions

Specialized legal and accounting advisors in Romania provide real-time monitoring, representation during ANAF audits, and strategic planning to maintain compliance.

Prompt action is also critical when receiving notices from fiscal authorities: while deadlines vary by procedure, some ANAF processes grant only 30 days to submit corrective documentation, and missed deadlines may trigger enforcement measures such as account freezes or asset seizures.

Conclusion

Navigating Romania’s revised corporate framework demands strategic adaptation.

Limited liability companies in Romania face permanent operational changes rather than temporary fixes.

Successful adaptation requires proactive planning with legal specialists.

Organizations prioritizing these measures secure long-term viability in Romania’s transformed business environment.

Romanian legal expertise remains critical for interpreting evolving requirements while safeguarding growth opportunities.

FAQ – Romanian Company Law and Compliance (2025)

What is the minimum share capital for a limited liability company (SRL) in Romania?

Under the draft reforms to Law 31/1990, the minimum share capital for an SRL will increase from 1 RON to 8,000 RON.

Existing companies must align either at the first amendment of their articles of association or within two years of the law’s entry into force.

Certain regulated industries (e.g. banking, insurance) still require much higher thresholds under sector-specific rules.

How long does it take to open a bank account for a capital increase?

Romanian banks usually process share capital deposit accounts within 3–5 business days, provided that the company submits incorporation documents, shareholder identification, and complies with anti-money laundering (AML) checks under Law 129/2019.

What penalties apply for missing compliance deadlines during share transfers?

Failure to submit share transfer documentation to the Trade Register or ANAF within 15 days may result in fines of up to 5,000 RON.

Persistent non-compliance can also expose companies to fiscal inactivity status, which restricts VAT deductions and expense claims, though dissolution is not an automatic sanction.

Do constitutive acts and amendments require notarization?

Notarization is no longer mandatory for standard SRL incorporation or simple amendments since the 2020 simplification of Romanian company law.

However, notarization may still be required in special cases, such as share transfers involving real estate contributions or when parties choose additional contractual safeguards.

What tax obligations follow a capital increase?

Companies must notify ANAF and the Trade Register of any capital increase within 15 days.

While capital injections themselves are not subject to taxation, incomplete or incorrect documentation may trigger tax audits or reclassification of funds.

Can foreign shareholders participate in increasing share capital?

Yes. Foreign investors may contribute capital under the same conditions as Romanian nationals.

For cross-border transfers, companies must comply with AML documentation requirements, and transactions above €10,000 are subject to reporting obligations under Law 129/2019.

17Sep

Navigating Romanian Company Board Meetings: Key Insights

by Simona Rotaru Corporate Law

Navigating Romanian Company Board Meetings: Key Insights

A group of people sits around a large conference table with papers and laptops in front of them.

Understanding the nuances of Romanian company board meetings is important for anyone involved in the management of companies in Romania.

This article provides key insights into the structure, legal requirements, and best practices for conducting effective board meetings in accordance with Romanian company law.

We will explore the roles and responsibilities of directors, shareholders, and other key stakeholders in the Romanian corporate governance landscape.

Understanding the Structure of Romanian Companies

A projector displays a presentation on the wall with graphs and charts.

Overview of Atrium Romanian Lawyers

Romanian company law dictates the formation, operation, and governance of various types of companies in Romania.

The type of company significantly impacts its organizational structure and the regulations governing its board meetings.

Atrium Romanian Law Office, an expert legal services provider, highlights that Romanian lawyers must navigate these regulations meticulously.

The Articles of Association define the company’s internal rules, complementing the broader legal framework and influencing how the board of directors operates and how resolutions of the general meetings are implemented.

Types of Romanian Companies

Romania provides various legal entity options, each possessing unique attributes.

Two frequently chosen forms are:

Limited liability companies (SRL), which are often preferred by smaller businesses due to their simpler organizational structures.
Joint-stock companies (SA), designed for larger enterprises and characterized by more complex governance procedures.

Ultimately, the selection between these legal structures will influence the company’s meeting and decision-making protocols.

Legal Entities and Their Responsibilities

As legal entities, Romanian companies bear specific responsibilities under Romanian law.

The board of directors, or the management board, plays a pivotal role in overseeing the company’s operations and ensuring compliance.

Members of the board are entrusted with representing the company, and their actions must align with both the law and the company’s articles of association.

The company is managed in accordance with the law, and the directors or the management board are responsible for preparing financial statements of the company and filing them with the Trade Registry.

Shareholder Meetings in Romania

A clock on the wall shows the time during the meeting.

Types of Shareholder Meetings

Under Romanian company law, various types of shareholder meetings serve distinct purposes.

These meetings are critical for the management of companies, ensuring transparency and shareholder involvement.

For example:

The annual general meeting is a mandatory gathering where shareholders review the financial statements of the company and elect the board of directors or supervisory board.
Extraordinary general meetings are convened to address specific, urgent issues such as amending the articles of association, increasing the share capital of the company, or approving significant transactions.

Convene Procedures for Shareholder Meetings

To convene a shareholder meeting, Romanian companies must adhere to specific procedures.

The board of directors, or in some cases, the supervisory board, must issue a notice to all shareholders, detailing the meeting’s agenda, date, time, and location.

This notice must be sent within the timeframe prescribed by Romanian company law and the company’s articles of association.

Failing to follow these procedures may invalidate the resolutions of the general meetings passed during the meeting, potentially leading to legal challenges.

Amending Resolutions in Shareholder Meetings

Shareholders can amend resolutions during the shareholder meeting under Romanian law, provided the proposed amendments are within the scope of the original agenda.

The process typically involves a motion to amend, followed by a vote among the shareholders.

For significant amendments, such as those affecting the articles of association, a supermajority vote may be required, and the amended resolution must be filed with the Trade registry.

Understanding these procedures is vital for effective corporate governance in Romanian companies.

The Role of the Board of Directors

A woman presenting a report on a screen in front of the board.

Composition of the Board of Directors

The composition of the board of directors is a critical element in the management of the company.

Under Romanian company law, the Articles of association of Romanian companies will specify the number of members of the board, their qualifications, and the process for their appointment.

In joint stock companies, the shareholder structure dictates that some directors or the management board are appointed by the general meeting of shareholders, ensuring the shareholder interests are adequately represented.

This structure aims to balance expertise and shareholder oversight.

Duties and Responsibilities of Board Members

Members of the board have extensive duties and responsibilities under Romanian law.

They are entrusted with the strategic direction of the company in Romania, ensuring compliance with regulations, and safeguarding the interests of all shareholders.

The board of directors is responsible for overseeing the financial statements of the company, ensuring their accuracy and timely filing with the trade registry.

In joint stock companies, the board also manages risk, sets policy, and monitors the performance of the management board, upholding their fiduciary duty to the company.

Decision-Making Processes in Board Meetings

Effective decision-making in board meetings is crucial for the success of Romanian companies.

The process typically involves presenting agenda items, facilitating discussion, and voting on resolutions.

The Articles of association often prescribe specific voting thresholds for different types of decisions.

For significant matters, such as amending the Articles of Association or increasing the share capital of the company, a qualified majority or even unanimous consent may be required.

Proper documentation of these decisions in the meeting minutes is essential for transparency and accountability, and the minutes should be filed with the trade registry as appropriate.

General Meetings: Best Practices

Several individuals are engaged in discussion, with some taking notes.

Planning and Conducting General Meetings

Effective planning is essential for successful general meetings in Romanian companies.

The board of directors must meticulously plan the agenda, ensuring all relevant items are included and clearly defined.

Romanian company law mandates that the Articles of Association dictate the specific procedures for these meetings.

As an expert legal services provider, we emphasize that proper notice must be given to all shareholders, and the meeting should be convened in a manner that promotes transparency and active participation, whether for limited liability companies or joint stock companies.

We are dedicated to helping our clients navigate these processes smoothly.

Legal Requirements for General Meetings

Adherence to legal requirements is paramount for general meetings in Romania.

Romanian law stipulates specific rules for voting, quorum, and documentation of resolutions of the general meetings.

The board of directors must ensure that all procedures align with both Romanian company law and the articles of association.

Members of the board must understand that failure to comply can invalidate the meeting’s outcomes, potentially leading to legal challenges.

Our firm provides expert guidance to Romanian companies in navigating these complex legal obligations, ensuring compliance and protecting shareholder interests.

Best Practices for Effective Communication

Effective communication is a cornerstone of successful general meetings.

Members of the board should ensure that information is presented clearly and concisely, allowing all shareholders to understand the issues at hand.

In Romanian companies, this includes providing materials in Romanian and, potentially, other languages if international shareholders are involved.

Encouraging open dialogue and addressing shareholder concerns promotes trust and transparency.

As a client-focused firm, we emphasize the importance of proactive communication to facilitate productive and legally sound board meetings.

Recent Developments in Romanian Company Law

Documents and folders are neatly arranged on the table for review.

Changes Impacting Board Meetings

Recent changes in Romanian company law have significantly impacted board meetings.

Amendments related to corporate governance and shareholder rights necessitate that directors or the management board stay informed and adapt their practices accordingly.

These changes may affect procedures for votes, the handling of resolutions, and the overall management of the company.

As an expert team of Romanian lawyers, we closely monitor these developments and provide timely advice to our clients, ensuring their companies remain compliant and competitive.

These updates are particularly relevant for both limited liability companies and joint stock companies.

Emerging Trends in Corporate Governance

Emerging trends in corporate governance are reshaping how Romanian companies conduct board meetings.

There is a growing emphasis on transparency, accountability, and environmental, social, and governance (ESG) factors.

Companies are increasingly adopting digital solutions to streamline meeting processes and enhance shareholder engagement.

The articles of association of Romanian companies are evolving to reflect these trends, often requiring more detailed reporting and greater shareholder involvement.

We assist our clients in integrating these best practices to enhance their corporate governance frameworks and attract investment.

Case Studies of Successful Board Practices

Examining case studies of successful board practices provides valuable insights for Romanian companies.

Instances where board meetings effectively addressed critical challenges, implemented innovative strategies, or improved shareholder relations offer practical lessons.

These examples often highlight the importance of diverse members of the board, robust decision-making processes, and proactive risk management.

We leverage our experience and expertise to help clients implement similar strategies, fostering a culture of excellence and driving sustainable growth for Romanian companies across various sectors, including both limited liability and joint stock companies.

FAQ:

What are the requirements for conducting board meetings in Romania?

In Romania, board meetings must comply with the applicable legislation, which includes the requirements set forth by the Romanian legislation.

Companies are required to convene meetings in accordance with their articles of association, which dictate the procedures shareholders must follow.

Additionally, the meeting must be held at the registered office or another location specified in the convening notice.

How can shareholders participate and vote in general shareholder meetings?

Shareholders can participate and vote in general shareholder meetings either in person or through electronic means.

The recent legal framework removes the requirement for companies to include identification data in the meeting notice, making it easier for shareholders to engage in the voting process, including the use of electronic voting in general.

What is the role of the supervisory board in Romanian companies?

The supervisory board is responsible for overseeing the management of the company and may appoint one or more directors.

Members of the supervisory board are appointed either directly by shareholders or through the general shareholder meeting, which can delegate this authority.

Their role is crucial in ensuring that the company adheres to the current legal framework concerning operational and strategic decisions.

How does electronic communication impact board meetings in Romania?

Electronic communication has transformed the way board meetings are conducted in Romania.

Companies may now utilize electronic means to convene meetings, allowing for greater flexibility and accessibility.

This shift aligns with the needs of the business, enabling stakeholders to participate remotely while ensuring compliance with the legal requirements set forth in the recent amendments to Romanian law.

What happens if a company fails to comply with the legal framework during a board meeting?

If a company fails to comply with the legal framework concerning board meetings, it may face legal repercussions, including invalidation of decisions made during the meeting.

The current legal framework emphasizes the importance of adhering to the stipulated procedures, such as ensuring that the convening notice is published at least 30 days prior to the meeting and that all necessary documentation is submitted.

Can a company hold a general shareholder meeting without the presence of all shareholders?

A general shareholders’ meeting may proceed without the attendance of all shareholders, as long as the required quorum is met.

Shareholders representing the absolute majority of the share capital must be present, either in person or via electronic means, for decisions to be valid.

The company’s articles of association typically specify the exact quorum requirements.

What are the implications of the deadline of 6 December 2024 for Romanian companies?

The deadline of 6 December 2024 is significant as it marks the date by which companies must comply with the new legal framework concerning board meetings and shareholder communications.

Companies that fail to meet these requirements may face penalties or other legal consequences.

It is essential for companies to stay informed and adjust their procedures accordingly to ensure compliance with the amended legislation.

How do secondary offices relate to board meetings in Romania?

Board meetings are generally held at the registered office.

Secondary offices may play a role in the operations of a company, particularly for those with representative offices in different locations.

However, companies may also convene them at secondary offices, provided this is specified in the articles of association.

This allows for greater flexibility in operations and can help accommodate shareholders who may be located in various regions.

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Remote company formation in Romania represented as a legal gateway to Bucharest

17Aug

Remote Company Formation in Romania: 2026 Guide for Foreign Founders

by Simona Rotaru Company Formation in Romania, Corporate Law

Remote company formation in Romania is possible in many cases without the founders travelling to Romania. The incorporation filing can be handled electronically or through an authorised representative, but the correct route depends on how documents are signed, where the founders are based, who provides the registered office and what identification checks apply.

Cross-border legal process for remote company formation in Romania — Remote incorporation requires a coordinated bridge between foreign documents, Romanian registration and post-incorporation requirements.

This guide explains the remote procedure for foreign individuals and overseas companies. It focuses on the digital and cross-border execution issues that arise after the founder has decided to establish a Romanian company. For the broader choice of entity, capital and corporate structure, see our company formation in Romania guide.

Can you form a Romanian company entirely remotely?

Often yes, but “remote” must be assessed step by step. The Trade Register application can be filed online, and a lawyer or another properly authorised representative may handle the procedure, but foreign-document formalities, identity verification and bank onboarding can still create offline or jurisdiction-specific requirements.

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.

Remote formation roadmap

Six coordinated steps

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 Romanian anti-money laundering legislation	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.

Articles 105 and 107 of Law No. 265/2022 provide, in principle, for the registrar to resolve the registration application on documents within one working day and, when the legal requirements are met, for admission within one working day. The entry is then operated according to the statutory procedure. This clock 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.

Discuss your remote formation route

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