How to Change the Registered Office of a Romanian Company: Complete Guide

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Changing the registered office of a Romanian company is a critical process that requires careful attention to detail.

This guide provides a comprehensive overview of the steps involved in changing the registered office of a Romanian company, ensuring compliance with Romanian law and regulations.

Whether you’re a seasoned entrepreneur or new to the Romanian business landscape, understanding this process is essential for maintaining the legal standing of your business.

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Understanding the Registered Office in Romania

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The registered office, also known as the company headquarters, is the official address of a Romanian company.

It is where all official correspondence from the Romanian authorities, such as ANAF (the National Agency for Fiscal Administration), and other legal entities is sent.

In Romania, the registered office must be a physical address; a P.O. box is not sufficient.

The registered office is a crucial detail recorded in the Trade Registry and on the registration certificate, making it essential to keep this information current.

Definition of Registered Office

The registered office in Romania serves as the official address for all legal and administrative purposes for a company in Romania.

It’s more than just a mailing address; it’s the legally recognized location where the Romanian authorities can contact the company.

According to Romanian law, every Romanian company, whether it is a limited liability company (SRL) or another type of legal entity, must have a registered office.

The address must be accurately registered with the Trade Registry, and any change of the registered office requires a formal amendment to the company’s registration documents.

Importance of the Registered Office for a Romanian Company

The registered office is paramount for a Romanian company’s legal standing and operational efficiency.

It’s the address to which all official communications, including tax notifications from ANAF and legal notices, are sent.

Failing to maintain an accurate registered office can lead to missed communications, fines, or even legal complications. For a Romanian company, it’s a critical element of compliance.

The Trade Registry maintains records of all registered offices, ensuring transparency and accountability within the Romanian business environment.

Legal Framework Surrounding Registered Offices in Romania

The legal framework governing registered offices in Romania is primarily defined by the Company Law No. 31/1990, as subsequently amended, and other related regulations issued by the Trade Registry.

These laws dictate the requirements for registration, documentation, and procedures for changing the registered office of a company.

The articles of association of a Romanian company must include details of the registered office.

When changing the registered office, a formal decision of the sole associate (if it is a sole proprietorship) or a general meeting of shareholders is required, followed by an application for registration with the Trade Registry.

Steps to Change the Registered Office of a Romanian Company

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Initial Considerations Before Changing Headquarters

Before embarking on the process of changing the registered office of your Romanian company, several crucial factors need careful consideration.

Firstly, determine the reasons for the change of registered office, whether it’s due to expansion, cost reduction, or operational streamlining.

Secondly, evaluate the implications for your company in Romania, including the potential impact on your Romanian trade relationships, tax obligations, and overall business strategy.

Consulting with Romanian lawyers is highly advisable to navigate these complexities and ensure compliance.

For more information on remote company formation and business setup, visit our comprehensive guide.

Necessary Documents for Changing the Registered Office

A comprehensive set of documents is essential when changing the registered office.

This includes the decision of the sole shareholder or the general meeting of shareholders approving the change of the registered office, the updated articles of association reflecting the new registered office address, and proof of the right to use the new registered office space.

This proof can be a lease agreement or a title deed if the company headquarters owns the property.

Depending on the specific circumstances, additional documents may be required by the Trade Registry, making it crucial to consult with Romanian lawyers to ensure all formality requirements are met.

The updated registration certificate must accurately reflect the updated address.

Filing Requirements with Romanian Authorities

The final step involves submitting the necessary documents to the Romanian Trade Registry (ONRC) where the company in Romania is registered.

This includes filing an application for registration of the change of registered office along with all supporting documents.

The Trade Registry will review the application and, if everything is in order, will issue a revised registration certificate reflecting the new registered office.

It’s also essential to notify several relevant Romanian authorities, such as:

ANAF, to avoid any potential issues with tax compliance or official communications.
Other relevant authorities, depending on the specific company.

Some companies might also need to consider changing the headquarters of a company from one county to another.

For detailed information on business registers in EU countries and Romania, consult the European e-Justice Portal.

Legal Aspects of Changing the Registered Office

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Relevant Laws and Regulations in Romania

Navigating the legal landscape is crucial when changing the registered office of a Romanian company.

Several key laws and regulations in Romania govern this process, primarily the Romanian Company Law No. 31/1990, as amended.

Compliance with these laws and regulations is essential to ensure the legality of the change of registered office and avoid potential penalties or legal complications for the company in Romania.

For more information on tax registration and compliance, explore our detailed guides.

Role of Lawyers in Romania during the Process

The role of Romanian lawyers is invaluable during the process of changing the registered office.

A law firm specialized in Romanian law and corporate matters can provide expert guidance on navigating the complex legal requirements and procedures.

Lawyers in Romania can assist with drafting the necessary decision of the sole shareholder or the general meeting of shareholders, updating the articles of association, and preparing the application for registration with the Trade Registry.

They can also ensure compliance with all applicable Romanian regulations, represent the company headquarters before the Trade Registry, and address any legal issues that may arise during the process.

Atrium Romanian Lawyers offers legal services and their experienced team can resolve any legal issue in a timely manner. The team provides comprehensive legal services in multiple languages.

Potential Legal Implications of Changing Headquarters

Changing the headquarters of a company carries potential legal implications that must be carefully considered.

Failure to properly notify the ANAF and other relevant authorities can lead to fines or penalties.

If the company headquarters is changing from one county to another, it may affect the jurisdiction for legal proceedings.

Additionally, the change of registered office may impact existing contracts and agreements that specify the previous address.

Consulting with Romanian lawyers is crucial to assess these implications and ensure compliance with all applicable laws.

The law firm can help mitigate potential risks and ensure a smooth transition.

The registration certificate must accurately reflect the new address.

Making changes regarding the registered office requires due diligence to avoid future legal issues.

Common Challenges and Solutions

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Obstacles in Changing the Registered Office

Navigating the process of changing the registered office of a Romanian company can present several obstacles.

One common challenge is incomplete or inaccurate documentation, which can lead to delays or rejection by the Trade Registry.

Another hurdle is ensuring compliance with all applicable Romanian laws and regulations, which can be complex and subject to change.

Additionally, coordinating the change with various stakeholders, such as ANAF and other legal entities, requires careful planning and communication.

Seeking guidance from experienced Romanian lawyers can help overcome these obstacles and ensure a smooth and compliant change of the registered office.

Our firm understands these hurdles and offers expert assistance.

As an expert legal services provider, we aim to provide the best solution when making changes to your Romanian company.

How to Overcome Common Issues

To overcome common issues associated with changing the registered office, a proactive and meticulous approach is essential.

Thoroughly review all documentation requirements and ensure accuracy before submitting to the Trade Registry.

Engage with Romanian lawyers familiar with Romanian law and corporate regulations to navigate the legal complexities and ensure compliance.

Establish clear communication channels with ANAF and other relevant authorities to facilitate a seamless transition.

Additionally, consider conducting a preliminary legal audit to identify and address any potential issues before initiating the registration process.

By taking these steps, company headquarters can minimize delays, avoid penalties, and ensure a successful change of the registered office.

For companies undergoing more significant changes, you may want to explore our guide on company restructuring processes in Romania.

We at our law firm understand the importance of compliance when changing the registered office in Romania, and we help you along the way.

Case Studies: Successful Changes of Headquarters

Examining case studies of successful changes regarding company headquarters can provide valuable insights and practical guidance.

For instance, a Romanian company undergoing expansion successfully changed the headquarters from one county to another by meticulously documenting the rationale behind the move, ensuring all necessary amendments to the articles of association were in place, working with Romanian lawyers and proactively communicating with ANAF and local authorities.

Companies in specialized sectors have also successfully navigated address changes while maintaining their SRL or SA structure.

These case studies highlight the importance of thorough planning, attention to detail, and expert legal support in achieving a smooth and compliant change of the registered office.

We believe in our quality over quantity when providing legal services in Romania.

After the Change of Registered Office

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Updating Business Registrations and Licenses

Following the approval of the change of the registered office by the Trade Registry, several crucial steps must be taken to ensure continued compliance.

One of the most important steps is updating all relevant business registration certificates and licenses to reflect the new registered office address. This involves:

Notifying ANAF and other relevant Romanian authorities of the change.
Updating the registration information with the Trade Registry.
Amending any licenses or permits that specify the previous address.

Failure to update these documents can result in fines, penalties, or even the suspension of business operations.

As an expert legal services provider, our law firm ensures all paperwork is followed through formality.

Informing Stakeholders and Clients

Communicating the change of registered office to all stakeholders and clients is a critical step in maintaining transparency and trust.

This includes several important actions:

Notifying customers, suppliers, partners, and other relevant parties about the new registered office address.
Updating the company headquarters website, business cards, letterheads, and other marketing materials to reflect the changes in your Romanian company.

Send out a formal announcement to all clients and partners, informing them of the change and providing the new registered office address.

Clear and proactive communication can help minimize confusion and maintain positive relationships.

We understand the unique needs and requirements of each client and provide tailored legal solutions; it’s about being the best when making changes to your registered office.

Monitoring Compliance Post-Change

After the change of registered office, it is essential to establish a system for monitoring compliance with all applicable Romanian laws and regulations.

Regularly review all business licenses and permits to ensure they are up to date and accurately reflect the new registered office address.

For companies with employees, ensure your HR practices and employment agreements reference the correct office address.

Stay informed about any changes to Romanian law that may impact the company in Romania and take appropriate action to ensure continued compliance.

Conduct periodic internal audits to identify and address any potential issues.

By proactively monitoring compliance, a Romanian company can minimize the risk of fines, penalties, or legal complications.

We ensure that the decision of the sole shareholder or the general meeting of shareholders is respected with regards to the registered office and articles of association.

FAQ – Changing the Registered Office of a Romanian Company

Q: What are the key steps to change the registered office of a Romanian company?

A: To change the registered office of a Romanian company, you need to follow several key steps.

First, ensure that the decision to relocate is approved by the general assembly of shareholders.

Next, prepare the necessary documents, including an addendum to the articles of association, and submit them to the National Trade Register Office (ONRC).

Additionally, you must obtain a new certificate reflecting the new registered office and publish the change in the official gazette.

Q: What documents must be submitted for changing the headquarters to another county?

A: When changing the headquarters to another county, the documents that must be submitted include the original registration certificate, the decision of the general assembly, the addendum to the articles of association, and documents attesting to the right to use the new space.

If applicable, a request for availability check may also be required to ensure no conflicts with the new address.

Q: Do I need legal assistance to change the registered office in Romania?

A: While it is possible to change the registered office without legal assistance, it is highly recommended to seek legal consultation, especially if you are unfamiliar with the law in Romania.

Legal professionals can help navigate the legal procedures, ensure compliance, and assist with the necessary documents.

Q: Can individuals and legal entities change the headquarters in another county?

A: Yes, individuals and legal entities can change the headquarters in another county.

The process is similar for both, requiring the approval of a general assembly, the preparation of specific documents, and registration with the ONRC.

It is important to ensure that the new location aligns with the company’s object of activity and complies with local regulations.

Q: What is the role of the ONRC in changing the registered office?

A: The National Trade Register Office (ONRC) plays a crucial role in the change of registered office.

It is responsible for processing the submitted documents, updating the trade register, and issuing the new registration certificate.

The ONRC also ensures that the change is published in the official gazette, making it publicly accessible.

Q: What are the implications of non-compliance when changing the registered office?

A: Non-compliance with the legal procedures for changing the registered office can lead to penalties, including fines or the inability to conduct business legally.

It is essential to adhere to all requirements, such as submitting the correct documents and adhering to timelines, to avoid any legal complications.

Q: How does the electronic signature facilitate the process of changing a registered office?

A: The use of an electronic signature simplifies the process of changing a registered office by allowing for quicker submission of documents to the ONRC and other relevant authorities.

It eliminates the need for physical signatures and can expedite the processing time for the necessary legal documents.

Q: What are the assistance services available for companies relocating their headquarters?

A: Various assistance services are available for companies relocating their headquarters, including secretarial assistance, legal advice, and real estate law consultations.

These services can help streamline the process, ensuring compliance with regulations and aiding in the selection of suitable office space.

Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian corporate lawyer to verify current laws and regulations before proceeding with changing your company’s registered office. Laws and procedures are subject to change, and individual circumstances may vary.

3Jun

What is a Beneficial Owner and How to Declare It in Romania

by Simona Rotaru Consulting, Corporate Law

Who is the beneficial owner of a Romanian company?

The beneficial owner is the natural person who ultimately owns or controls a company. Romanian companies must identify that person correctly, record the means of control and update the Trade Register when the relevant information changes.

Shareholder or controller

Romanian company

Ultimate beneficial owner

Select the relevant identification test:

Direct or indirect ownership

A holding of 25% plus one share, or a participation of more than 25% in the capital, is an indication of direct ownership when held by a natural person. Indirect ownership may exist through one or more controlled entities.

Key point: most Romanian companies do not file a beneficial-owner declaration every year. The usual filing moments are incorporation and any later change concerning the beneficial owner or that person’s identification data. Apart from incorporation and subsequent changes, an annual filing obligation applies only to the entities described in Article 56(1³) of Law no. 129/2019.

How is a beneficial owner identified in Romania?

Article 4 of Law no. 129/2019 defines a beneficial owner as any natural person who ultimately owns or controls a legal entity, or the natural person on whose behalf a transaction or activity is conducted.

For a company, identification normally follows three levels:

Direct or indirect ownershipA holding of 25% plus one share, or a participation of more than 25% in the capital, is an indication of direct ownership when held by a natural person. Indirect ownership may exist through one or more controlled entities.

Control through other meansA person may be the beneficial owner even without crossing the ownership threshold if that person ultimately controls the company through voting arrangements, contractual rights or other means.

Senior managing officialIf no natural person is identified after all possible means have been exhausted, and there is no ground for suspicion, the law uses the natural person or persons holding the position of senior managing official as the fallback.

Document the conclusionThe company should be able to explain the ownership chain, the applicable criterion and the manner in which control is exercised. A percentage alone may not answer the question in a complex structure.

Common mistakeTreating every shareholder owning exactly 25% as an automatic beneficial owner. The statutory ownership indicator is 25% plus one share or a capital participation exceeding 25%; control through other means must still be analysed separately.

Which Romanian entities must declare their beneficial owners?

Persons subject to registration with the Romanian Trade Register must provide beneficial-owner information under Article 56 of Law no. 129/2019. At incorporation, the obligation may also be fulfilled by including the required identification data and means of control in the articles of association.

The person making the declaration is the company’s legal representative. The analysis behind the declaration should cover the full ownership and control structure, particularly where the Romanian company has foreign corporate shareholders, nominee arrangements or several intermediate holding companies.

For foreign founders incorporating locally, beneficial-owner identification should be coordinated with the wider Romanian company formation process and the supporting corporate documents collected from each jurisdiction.

When must a beneficial-owner declaration be filed?

Filing event	Who is affected?	Deadline	Practical point
Incorporation	Legal entities subject to registration with the Trade Register	As part of the incorporation filing	The obligation may be fulfilled through the articles of association if all required data and means of control are included.
Change of beneficial owner or identification data	Registered legal entities affected by the change	Within 15 days from the date of the change	A share transfer, restructuring or change of personal data should trigger an immediate review.
Annual declaration	Only entities within Article 56(1³)	Within 15 days after approval of the annual financial statements	This is not a universal annual obligation.

Existing companiesAccording to the official ONPCSB guidance, a company that has filed at least one declaration after Law no. 129/2019 entered into force generally files a new declaration only when the beneficial owner or the relevant identification data changes, unless it belongs to the special annual-filing category.

Who has an annual filing obligation?

Apart from the filing required at incorporation and following subsequent changes, the additional annual filing obligation applies only where the registered entity has, in its shareholding structure, entities incorporated, registered or fiscally resident in:

non-cooperative jurisdictions for tax purposes;
jurisdictions presenting a high money-laundering or terrorist-financing risk; or
jurisdictions monitored by relevant international bodies for money-laundering or terrorist-financing risk.

The lists are not static. They are updated by the competent international bodies and published through official channels. Reference should be made to the applicable EU, FATF and Romanian-designated lists in force at the relevant filing date rather than to a fixed list copied from an older source.

Do not assume an annual declaration is requiredA Romanian SRL with a straightforward Romanian or EU ownership structure will not normally fall within the annual-filing rule merely because it has foreign shareholders. The precise jurisdiction and every entity in the shareholding chain must be checked.

What information must the declaration contain?

Article 56(2) and (3) requires the declaration of each beneficial owner’s identification data and the manner in which control is exercised. The information includes:

full name;
date of birth;
personal numerical code, where one has been assigned;
series and number of the identity document;
citizenship;
domicile or residence; and
the manner in which the person exercises ultimate ownership or control.

The control description should identify the relevant legal criterion and the ownership chain. Generic wording may be insufficient where control is indirect or based on contractual or voting rights.

How can the declaration be signed and submitted?

At incorporation, Article 56(6) allows the beneficial-owner data and the means of control to be included in the articles of association. Outside that step, Article 56(5) sets the principal form of the declaration. The availability and technical requirements of electronic filing are governed by the current ONRC procedures and online platform requirements, which should always be verified before submission.

Document or signature form	Available submission route	Important condition
Declaration made before an ONRC representative	At the competent Trade Register office	The declarant follows the current office procedure and uses the applicable form.
Declaration with a certain date from a notary or attested by a lawyer	Filed personally or through a representative	This is the route expressly provided by Article 56(5); the representative’s authority must also be valid for the filing.
Electronic filing through ONRC MyPortal	ONRC online services	Check the live ONRC requirements for the accepted document format, electronic signature and representation route before submission.

ONRC provides electronic filing through ONRC MyPortal. The current form, accepted document format, electronic-signature requirements and filing category should be checked immediately before submission.

Which corporate changes require a new UBO review?

A formal review should take place whenever an event can change ultimate ownership, control or the identification data already recorded. Examples include:

a transfer of shares or participation interests;
an issue, cancellation or redistribution of shares;
a change in the foreign ownership chain;
a shareholder agreement changing voting or appointment rights;
a merger, demerger or internal group reorganisation;
a change concerning the person used as senior managing official; or
a change in a beneficial owner’s identity-document, residence or other declared data.

A transaction may therefore require both the corporate registration steps explained in our guide to changing shareholders in a Romanian company and a separate beneficial-owner filing. Rights created in a Romanian shareholder agreement should also be checked for control through other means.

What are the penalties for non-compliance?

Under Article 57 of Law no. 129/2019, failure by the legal representative to submit the declaration constitutes an administrative offence punishable by a fine from RON 5,000 to RON 10,000.

If the declaration is still not submitted within 30 days after the sanction is applied, the competent tribunal may order the company’s dissolution at the request of the National Trade Register Office. The ground for dissolution can be remedied before final submissions on the merits.

Check the applicable sanctionSome online sources refer to higher sanction ranges. However, the specific sanction generally associated with failure to file the beneficial-owner declaration under Article 57(1) is a fine ranging from RON 5,000 to RON 10,000, followed by the possible dissolution procedure described above if non-compliance continues.

Beneficial owner Romania: practical filing workflow

A reliable filing starts with the complete ownership chain, not with the declaration form. Select a stage to see its practical purpose.

Map ownership

Trace each direct and indirect corporate shareholder until the natural persons at the end of the ownership and control chain are identified.

Checklist for foreign-owned Romanian companies

Collect the ownership chartTrace every corporate shareholder to the ultimate natural persons.

Verify current documentsUse up-to-date registry extracts, identity documents and constitutional records.

Calculate direct and indirect holdingsDo not stop at the first foreign holding company.

Review other control rightsCheck voting agreements, vetoes, appointment powers and contractual control.

Check the filing triggerConfirm whether the event is incorporation, a change or the limited annual obligation.

Check current jurisdiction listsDo not rely on an old article or a fixed list copied from another source.

Use consistent dataNames, addresses and identification details should match the supporting records.

Keep evidence of filingRetain the submitted declaration, registration proof and the ownership analysis.

Need assistance with a Romanian beneficial-owner filing?

Atrium Romanian Lawyers assists Romanian companies, foreign founders and international groups with beneficial-owner analysis, declarations, shareholding changes and Trade Register filings.

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Frequently asked questions

Does every Romanian company file a beneficial-owner declaration annually?

No. Most companies file at incorporation and when the beneficial owner or the declared identification data changes. Apart from those filing events, an additional annual obligation applies only to the entities described in Article 56(1³) of Law no. 129/2019.

What is the ownership threshold for a beneficial owner in Romania?

Holding 25% plus one share, or a participation exceeding 25% of the capital, indicates direct ownership by a natural person. Indirect ownership and control through other means must also be considered.

What is the deadline after a change?

The declaration must be filed within 15 days from the date on which the beneficial owner or the relevant identification data changes.

Can the declaration be submitted online?

ONRC provides electronic filing through its online services. Before using that route, check the live platform requirements for the applicable form, accepted document format, electronic signature and representation. Article 56(5) also provides for a declaration made before an ONRC representative or filed personally or through a representative with a certain date from a notary or an attorney attestation.

Can a lawyer assist with the declaration?

Yes. A Romanian lawyer can analyse the ownership and control chain, prepare or attest the declaration where appropriate, represent the company in the filing and coordinate it with related corporate registrations.

What happens if the declaration is not filed?

The legal representative may receive a fine from RON 5,000 to RON 10,000. Continued non-compliance for 30 days after the sanction may lead to a court dissolution request by the National Trade Register Office.

Disclaimer: This article provides general information and does not constitute legal advice. Beneficial-owner status and filing obligations depend on the current legislation, ownership structure, control rights and facts of each company.

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