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.

D&O insurance in Romania illustrated by falling dominoes stopped by a green protective barrier in a boardroom

2Sep

Director and Officer Insurance in Romania: Does D&O Insurance Cover Management Liability?

by Simona Rotaru Contract Law

Directors and officers insurance in Romania can protect managers and companies against certain defence costs and civil claims arising from alleged management errors. It does not cancel a director’s legal duties, guarantee payment of every claim or cover intentional misconduct simply because the allegation concerns a management decision.

D&O insurance claim process represented by corporate files connected through a structured green path — D&O coverage depends on how the insured person, claim, defence costs, exclusions and notification requirements are defined in the policy.

In brief: A D&O policy is a contractual risk-transfer tool, not immunity from Romanian director liability. Coverage usually depends on who is insured, the capacity in which the person acted, when the claim was made and notified, the policy territory, the applicable retention and the exclusions. Companies should review Side A, Side B and any entity cover separately, test insolvency and regulatory scenarios, and coordinate the policy with corporate indemnities, governance documents and the director’s actual role.

This guide is written for Romanian subsidiaries, foreign groups, founders, shareholders and board members assessing management-liability protection. It complements our detailed guide to Romanian company director liability, which explains when personal exposure may arise under company, insolvency and tax law.

What is D&O insurance and what does it protect?

D&O insurance is a liability policy designed to respond to covered claims alleging a wrongful act by an insured director or officer in that management capacity. Depending on the wording, it may fund defence costs and pay covered settlements, judgments or other insured loss. The policy may also reimburse the company where it lawfully indemnifies the individual.

The expression “wrongful act” is usually defined broadly in the policy, but the definition is only the entrance to the coverage analysis. The claim must also fall within the insured persons, insured capacity, policy period, territory and jurisdiction. It must not be removed by an exclusion, and all notification, consent and cooperation requirements must be met.

Coverage architecture

Who receives protection under Side A, Side B and Side C?

Select a coverage side to review its practical function.

Individual protection

Side A is intended to respond for an insured person when the company cannot or is not permitted to indemnify that person, subject to the policy terms.

Coverage section	Who is protected?	Practical question
Side A	The insured director or officer.	Will the policy respond when the company cannot indemnify the individual, including because of insolvency or a legal restriction?
Side B	The company, after it indemnifies an insured person.	Is the indemnity lawful, documented and within the policy definition of reimbursable loss?
Side C	The company itself for specified entity claims.	Is entity coverage limited to securities claims or extended to other claims, and could it dilute the limit available to individuals?
Extensions	Depends on the endorsement.	Are investigation costs, extradition costs, crisis costs, employment-practices claims or retired-director protection actually included?

Is D&O insurance mandatory for Romanian directors?

There is no safe basis for saying that one identical D&O policy is compulsory for every Romanian company and every SRL administrator. The answer depends on the company form, appointment framework, applicable special regulation and corporate decisions.

Article 153¹²(4) of Romanian Companies Law no. 31/1990 applies within the governance regime of joint-stock companies (SA) and should not automatically be assumed to create a general insurance obligation for all SRL administrators. For a limited liability company, the articles of association, shareholders’ decision, mandate terms and any sector-specific legislation should be checked separately.

Romanian law refers to professional liability insurance, while modern D&O insurance is a market product developed by insurers. Although D&O insurance frequently serves this purpose in practice, the legal obligation and the insurance wording should not automatically be treated as identical concepts.

Even where insurance is required by the appointment or corporate framework, a policy bearing the label “D&O” does not automatically satisfy every requirement. The insured roles, limit, territory, duration, run-off protection and exclusions must fit the mandate and risk profile.

Practical distinction: a statutory or corporate requirement to maintain professional-liability insurance and the actual protection delivered by a particular D&O wording are separate questions. The appointment documents and the policy should be reviewed together.

Which Romanian director-liability claims may engage the policy?

A D&O policy may be relevant when a director faces a civil claim, investigation or other covered proceeding arising from alleged conduct in office. Whether it responds depends on the precise policy, not merely on the legal label attached to the dispute.

Potential claim	Romanian legal context	Coverage question
Breach of mandate or company duty	Articles 72 and 73 connect administrators’ duties and liability to mandate rules and statutory obligations.	Is the alleged act within insured capacity, and are defence costs and damages included?
Shareholder or company claim	The company may seek recovery for loss allegedly caused by breach of duty, or shareholders may initiate liability proceedings where permitted by law.	Does an insured-versus-insured or major-shareholder exclusion apply?
Insolvency claim	Article 169 of Insolvency Law no. 85/2014 permits liability orders for specified conduct contributing to insolvency.	Are insolvency-practitioner claims covered, and is there an insolvency or conduct exclusion?
Regulatory investigation	A director may be required to respond to an authority in an official capacity.	When does an “investigation” begin, and are interview or representation costs covered?
Tax-related exposure	Article 25 of the Fiscal Procedure Code contains specific circumstances in which administrators or other persons may incur joint fiscal liability, usually where bad faith is established.	Are defence costs covered even if tax, penalties or the underlying liability are not?
Employment or whistleblowing claim	Managers may be named in allegations concerning workplace decisions or retaliation.	Is employment-practices liability included, excluded or subject to a separate sublimit?

How does a D&O claim move from allegation to payment?

The practical sequence begins before liability is established. Many policies are written on a claims-made or claims-made-and-notified basis. A demand, investigation notice, circumstance or written allegation may trigger immediate notification duties even if no court proceedings have started.

Claim flow

From first allegation to coverage decision

Select a step to see the control that protects coverage.

Detect the trigger

Identify whether a demand, investigation, formal notice or known circumstance falls within the policy’s definitions before treating it as ordinary correspondence.

Preserve the notice. Keep the demand, authority letter, board papers and delivery evidence.
Identify every potentially responsive policy. Check local and global programmes, prior-year policies and any run-off cover.
Notify within the required form and period. Do not wait for a final claim value or court filing if the wording requires earlier notice.
Obtain consent before material defence expenditure or settlement. Emergency-cost provisions should be checked where prior consent is impracticable.
Separate insured and uninsured matters. Allocation may be needed between individuals and the company, covered and uncovered allegations, or several policies.
Protect privilege and cooperation. Coordinate Romanian counsel, broker and insurer communications without disclosing privileged analysis unnecessarily.

What does D&O insurance usually not cover?

Exclusions differ materially between insurers and negotiated programmes. The most important distinction is between an allegation and a final conduct determination. Some policies advance defence costs while allegations are unresolved, then apply a dishonesty or personal-profit exclusion only after a final, non-appealable determination or admission. Other wording may be less protective.

Exclusion map

Where can expected protection disappear?

Select a category to review the main wording risk.

Fraud and personal benefit

Deliberate dishonesty, fraudulent conduct and unlawful personal profit are commonly excluded, but the required determination and severability wording are critical.

Exclusion or limitation	Why it matters	Review point
Dishonesty and deliberate conduct	The most serious allegations may be the ones the policy ultimately excludes.	Check whether exclusion requires a final adjudication and whether one person’s conduct is imputed to others.
Prior knowledge or circumstances	A matter known before inception may fall outside the new policy.	Coordinate proposal disclosures, warranty statements and prior notices.
Insured-versus-insured	Claims by the company or another insured may be restricted.	Check carve-backs for derivative claims, insolvency practitioners, whistleblowers and employment claims.
Fines, penalties and taxes	Some amounts may be excluded from coverage or may be regarded as non-insurable under applicable mandatory law.	Separate defence costs from the underlying payment and verify Romanian mandatory law.
Bodily injury and property damage	These risks normally belong under other liability policies.	Review defence-cost or management-claim carve-backs where relevant.
Sanctions and territorial limits	Cross-border groups may face claims or restrictions outside the expected jurisdiction.	Map subsidiaries, directors’ residences, business territories and local-admitted requirements.

Does D&O insurance cover insolvency, tax liability or criminal proceedings?

Not automatically. These are precisely the scenarios where the difference between defence-cost protection and payment of the underlying liability becomes important.

Under Article 169 of Romanian Insolvency Law no. 85/2014, the court may order persons who contributed to insolvency through listed conduct to bear part or all of the debtor’s liabilities within the causally connected loss. A policy must be checked for insolvency-practitioner claims, conduct exclusions, prior-circumstance provisions and the point at which dishonesty is established.

Tax debts, administrative fines, criminal fines, confiscation and amounts representing unlawful gain may be excluded from coverage or may be regarded as non-insurable under applicable mandatory law. Nevertheless, some policies may cover defence costs for a covered person during an investigation or proceeding until an exclusion is established. The precise wording and Romanian public-policy rules control the answer.

A policy cannot prevent an investigation, prosecution, disqualification, regulatory order or the consequences of a final judgment. Insurance is financial protection within contractual and legal boundaries, not a transfer of public-law responsibility.

What should a Romanian company check before buying or renewing D&O cover?

The best review starts with the company’s actual management structure and claim scenarios, not with the premium alone. A low limit, broad entity cover or weak notification clause may leave directors exposed even where the policy looks extensive on a summary page.

Renewal control

D&O policy review checklist

Select a control area before accepting the wording.

People and entities

Match the definition of insured person to registered administrators, delegated directors, supervisory members, de facto managers and relevant employees.

Review item	Questions to ask	Evidence
Insured population	Are current, former and future managers covered? Are de facto or shadow roles addressed?	Trade Register extract, group chart, delegations and job functions.
Limit and erosion	Do defence costs reduce the aggregate limit? Is there dedicated or excess Side A protection?	Policy schedule, tower structure and defence-cost clause.
Retention	Which retention applies to Side A, Side B, entity claims and investigations?	Schedule and each coverage clause.
Notice	What is a claim or circumstance, where must notice be sent and by when?	Definitions, reporting clause and internal escalation process.
Run-off	What happens after resignation, sale of the company or cancellation?	Discovery-period, change-in-control and retired-director provisions.
Territory and jurisdiction	Does the programme follow Romanian directors into relevant foreign proceedings?	Territorial clause, jurisdiction clause and local policy map.
Exclusions and severability	Can one person’s knowledge or conduct prejudice innocent insureds?	Conduct, application, imputation and severability wording.

How should D&O insurance fit with corporate governance?

Insurance works best when the governance system can show who decided, on what information, under which authority and with which conflict controls. The policy does not replace accurate minutes, authority matrices, financial reporting, compliance escalation or timely insolvency analysis.

Companies should align the policy with the articles of association, director appointment or mandate, shareholder resolutions, group indemnity arrangements and any transaction documents. A share purchase agreement may require run-off cover for outgoing directors, while a shareholder agreement may address nomination rights and insurance commitments. Neither document should promise protection that the policy does not deliver.

Change of control is particularly important. Many policies restrict cover for wrongful acts occurring after an acquisition or other control event. Transaction planning should therefore address tail coverage, continuity dates, notice of known circumstances and the allocation of premium and claims responsibility.

Risk: the most damaging coverage failure is often procedural rather than substantive: a demand is treated as routine correspondence, the insurer is notified late, defence counsel is instructed without consent or a transaction changes control before run-off protection is arranged.

The bottom line

D&O insurance in Romania can be an important layer of financial protection, especially where directors manage material contracts, regulated activity, cross-border operations or financial distress. Its value depends on the wording and the company’s ability to recognise and manage a claim.

The practical review should connect four documents: the legal mandate, the corporate indemnity, the D&O policy and the internal claims protocol. If they use different definitions of director, authority, claim or covered loss, the gap may emerge only when protection is needed.

Frequently asked questions

Does D&O insurance eliminate a Romanian director’s personal liability?

No. It may fund defence costs and certain covered loss, but it does not remove the underlying legal duties or prevent a court, tax authority, regulator or insolvency practitioner from pursuing the director. Coverage remains subject to the policy terms, exclusions and applicable mandatory law.

Is D&O insurance mandatory for every Romanian SRL administrator?

No general conclusion should be drawn for every SRL. Article 153¹²(4) of Companies Law no. 31/1990 applies within the governance regime of joint-stock companies (SA) and should not automatically be assumed to create a general insurance obligation for all SRL administrators. Romanian law refers to professional liability insurance, which should not automatically be treated as identical to a modern D&O policy. For an SRL, the articles of association, shareholder decisions, mandate terms and any sector-specific legislation must be reviewed separately.

Does a D&O policy cover fraud or intentional misconduct?

Policies commonly exclude fraud, deliberate dishonesty and unlawful personal benefit. The important drafting questions are when the exclusion applies, whether a final adjudication is required and whether one insured person’s conduct or knowledge can be attributed to innocent insureds.

Can D&O insurance cover an insolvency claim against a director?

Potentially, but not automatically. The policy should be checked for insolvency-practitioner claims, conduct exclusions, prior circumstances, defence-cost treatment and the insurability of the requested amounts. Liability under Article 169 and insurance coverage are separate legal analyses.

What happens to D&O cover after a director resigns?

Resignation does not erase claims relating to earlier conduct. Coverage depends on the claims-made wording, continuity provisions and any discovery or run-off period. The director and company should coordinate resignation, handover, notice of known circumstances and continued access to policy information.

Are defence costs paid in addition to the policy limit?

Not necessarily. Many policies include defence costs within the aggregate limit, so legal fees reduce the amount remaining for settlement or judgment. The schedule, defence clause, sublimits and any dedicated Side A layer should be checked before relying on the headline limit.

Reviewing D&O cover for a Romanian company?

We can review the Romanian-law liability framework, corporate indemnities, appointment documents and proposed policy wording so that the insurance programme reflects the company’s actual governance and risk profile.

Book a Corporate Consultation

Disclaimer: This article provides general legal and insurance information and does not constitute legal, tax, insolvency, insurance-brokerage or coverage advice. Coverage depends on the policy wording, facts, applicable law and insurer’s assessment.

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

Bucharest business district illustrating a share purchase agreement in Romania

1Sep

Share Purchase Agreement in Romania: Due Diligence, Warranties and Closing Risks

by Simona Rotaru Corporate Law

A share purchase agreement in Romania should do more than record the number of shares and the price. It must connect the buyer’s due diligence findings with the conditions for closing, the seller’s warranties, specific indemnities, price mechanics and the corporate and regulatory steps needed to transfer control safely.

In brief: In a Romanian share deal, the buyer acquires the company with its assets, contracts, employees, licences, debts and historical exposure. The SPA therefore allocates risk between buyer and seller. Due diligence identifies the issues; the contract decides whether they must be corrected before closing, reflected in the price, disclosed against warranties, covered by an indemnity or accepted by the buyer. Romanian corporate approvals, ANAF formalities, merger control and investment screening must be tested early because they can change the signing and closing timetable.

This guide is written for foreign investors, international groups, founders and business owners negotiating the acquisition or sale of a Romanian company. It focuses on private acquisitions of shares or social parts, particularly Romanian limited liability companies (SRLs). Listed-company rules, regulated-sector acquisitions, privatisations and public takeovers require additional analysis.

The article complements our procedural guide to changing shareholders in a Romanian company. That guide covers the Trade Register implementation. This one explains how the commercial acquisition should be investigated, negotiated and protected contractually.

What does a share purchase agreement do in Romania?

A share purchase agreement, commonly called an SPA, is the principal contract under which the seller agrees to transfer and the buyer agrees to acquire shares or social parts in a Romanian company. It identifies the securities, price, conditions, closing process and allocation of risk between the parties.

The agreement operates within Romanian contract law and the mandatory rules applicable to the target’s corporate form. For an SRL, the transfer mechanics must be aligned with Articles 202 and 203 of Company Law no. 31/1990 and the applicable registration formalities before the National Trade Register Office (ONRC).

Deal structure

What does the buyer actually acquire?

Select a route to see how the risk profile changes.

Share deal

The buyer acquires the target entity itself. Contracts and assets generally remain with that entity, but so do its historical liabilities and compliance exposure.

Decision point	Share deal	Asset deal
What transfers	Ownership of the target company.	Identified assets, contracts, liabilities or business components.
Historic liabilities	Remain inside the acquired company and therefore affect the buyer economically.	Generally remain with the seller unless assumed by contract or transferred by law.
Contracts and permits	Usually remain with the same legal entity, subject to change-of-control clauses and regulatory rules.	May require individual assignment, consent, novation or reissuance.
Employees	Remain employed by the target.	A business transfer may trigger employee-transfer rules and information or consultation duties.
Core document	Share purchase agreement.	Business or asset transfer agreement plus asset-specific instruments.

Why must legal due diligence come before the SPA is finalised?

Due diligence should identify the matters that can change the decision to buy, the valuation, the deal timetable or the contractual protection. A report that merely lists documents does not complete the task. Each material finding should be converted into a transaction response.

Share purchase agreement Romania due diligence represented by a green maze with a clear route — Legal due diligence helps the buyer identify risks and determine the appropriate route to a protected transaction. AI-generated illustration.

The scope normally covers corporate title and governance, financing and security, material contracts, real estate, employment, tax, disputes, permits, regulatory compliance, intellectual property, IT, data protection, environmental matters and beneficial ownership. Sector, size and business model determine the emphasis.

Due diligence map

Convert each finding into a deal response

Select a finding to see the appropriate contractual response.

Remediation

Require the seller or target to correct a curable defect before closing and deliver objective evidence that the correction is complete.

Workstream	Key questions	Possible SPA response
Corporate and title	Does the seller own the shares? Do the articles of association create pre-emption rights, and are there pledges, options, capital defects or approval restrictions?	Title warranty, release condition, shareholder waiver, completion deliverable.
Material contracts	Do customers, lenders or suppliers have termination, consent or change-of-control rights?	Consent condition, covenant, retention or price adjustment.
Employment	Are remuneration, dismissals, contractors, collective arrangements and key-person dependencies compliant?	Remediation, employment warranty, specific indemnity, retention plan.
Tax	Are filings complete? Are there audits, arrears, related-party risks or unsupported tax treatments?	Tax covenant, tax warranty, escrow, special indemnity.
IP, technology and data	Does the target own or validly license critical IP? Are cybersecurity and GDPR controls adequate?	Assignment, licence cure, warranty, remediation plan, indemnity.
Disputes and regulation	Are there claims, investigations, licences, sanctions, environmental or sector-specific risks?	Regulatory condition, conduct covenant, indemnity or exclusion from the deal.

Which clauses matter most in a Romanian share purchase agreement?

The SPA should describe the transaction as one coherent mechanism. Definitions, price, conditions, warranties, disclosure, indemnities, limitations, covenants and closing deliverables must work together. Imported English-law wording should not be used without checking how it operates under the chosen governing law and Romanian mandatory rules.

Clause navigator

How does each protection work?

Select a clause family to see its transaction function.

Warranties

Contractual statements about the target, shares and business. Their value depends on scope, disclosure, knowledge qualifiers, repetition, claim rules and available recovery.

Protection	Principal function	Drafting question
Warranty	Allocates risk if a contractual statement about the target or business is inaccurate.	What is warranted, when is it true, and how do disclosure and seller knowledge qualify it?
Specific indemnity	Allocates a defined known or identified exposure.	What event triggers payment, which losses are covered and do general limitations apply?
Condition precedent	Prevents closing until a necessary event, consent or approval occurs.	Who controls satisfaction, what evidence is required, and when may either party terminate?
Pre-closing covenant	Controls how the target operates between signing and closing.	Which actions need buyer consent without giving the buyer unlawful premature control?
Limitation regime	Sets time limits, thresholds, caps, exclusions and claim procedure.	Which claims are carved out, and does the recovery structure match the seller’s credit risk?

How should the purchase price be structured?

The price clause should explain both the headline value and the route from that value to the amount paid. A fixed price is not necessarily simple if debt, cash, working capital, leakage, earn-outs, holdbacks or currency conversion remain unresolved.

Mechanism	How it works	Main negotiation risk
Locked-box	Price is based on historic accounts at an agreed date, protected by a no-leakage covenant.	Reliability of the accounts, leakage definition and permitted payments.
Completion accounts	Price adjusts after closing by reference to closing debt, cash, working capital or other metrics.	Accounting policies, hierarchy of rules, timetable and expert determination.
Earn-out	Part of the consideration depends on future performance or milestones.	Control of the business, metric manipulation, extraordinary items and information rights.
Escrow or holdback	Part of the price is retained or deposited to support identified obligations or claims.	Release triggers, duration, permitted deductions and insolvency protection.

A buyer should not treat escrow as a substitute for a coherent claims regime. The SPA should state whether recovery is limited to the escrow, whether the buyer may set off, how competing claims are handled and what happens when the escrow expires.

What is the difference between signing and closing?

Signing creates the contractual commitment. Closing completes the agreed transfer and payment once the applicable conditions are satisfied or waived. They may occur on the same day in a simple transaction, but regulatory approvals, third-party consents, financing or restructuring often require a split process.

Transaction roadmap

From exclusivity to effective control

Select a stage to review the principal legal control.

Term sheet

Align structure, valuation, exclusivity, confidentiality, process and principal conditions before the parties spend heavily on diligence and drafting.

Which Romanian approvals and filings can affect closing?

The regulatory analysis should begin before the SPA timetable is agreed. A condition drafted after signing cannot restore leverage or time already lost.

Corporate approval and ONRC registration

For an SRL transfer to an outside buyer, Article 202 of Company Law no. 31/1990 applies together with the target’s articles of association. The parties should verify statutory approval thresholds and any pre-emption or consent rights created by the articles of association, as well as pledges and other restrictions. The applicable ONRC registration formalities and the update of the company’s shareholder register should be built into the completion process.

ANAF notification and tax-debt safeguards

The practical scope of Article V of Law no. 239/2025, as amended by Government Emergency Ordinance no. 13/2026, should be verified in light of the transaction structure and current ONRC and ANAF practice. Although the regime was introduced in the context of transfers affecting company control, registration practice during 2026 has raised questions regarding its application to a broader range of SRL share transfers, as discussed in this analysis of emerging ONRC practice. The parties should confirm the current notification, tax-certificate, guarantee and registration requirements before signing and again before filing.

Merger control

An acquisition of sole or joint control may constitute an economic concentration. Under Competition Law no. 21/1996, the Romanian thresholds are generally met where the combined worldwide turnover of the undertakings concerned exceeds EUR 10 million and at least two undertakings concerned each achieved Romanian turnover exceeding EUR 4 million in the previous financial year. The EU Merger Regulation may apply instead where its thresholds are met. Closing before the required clearance can expose the parties to gun-jumping risk.

Investment screening

Romania’s investment-screening regime under Government Emergency Ordinance no. 46/2022 was substantially amended by Government Emergency Ordinance no. 17/2026. The general value threshold is now EUR 5 million, but a transaction below the threshold may still be examined if it may affect security, public order or EU projects or programmes. The rules can apply to EU and non-EU investors, and the filing contribution is EUR 5,000 where an authorisation application is required. Sector, investor, control, value and transaction structure must be screened early.

Sector approvals, lender consents, foreign-subsidy review or contractual change-of-control notices may also be relevant. The SPA should allocate responsibility, information, cooperation, remedies and the long-stop date for each approval.

What should happen at closing?

Closing should be a coordinated exchange, not a loose collection of signatures. The SPA should identify every deliverable, who provides it, its agreed form and whether all actions are deemed simultaneous.

Confirm conditions. Record satisfaction or valid waiver of every closing condition.
Approve the transfer. Deliver the required shareholder and corporate resolutions.
Transfer the shares. Execute the required instruments and update the shareholder register.
Pay the consideration. Follow the funds flow, escrow and debt repayment arrangements.
Release security. Deliver releases of share pledges, guarantees or target security where agreed.
Change governance. Coordinate resignations, appointments, powers of attorney and bank mandates.
Deliver control items. Transfer corporate books, credentials, keys, seals and agreed records.
Complete filings. Submit ONRC and ANAF documents, together with beneficial-owner filings where required under the applicable transparency rules, within the relevant timetable.

What limitations should apply to seller liability?

Seller limitations often include a de minimis threshold, basket, aggregate cap, time limits, mitigation, exclusion of double recovery and a formal claim procedure. Tax, title, authority, fraud and specific indemnities may have different limits. The commercial result depends on how these provisions interact, not on any one headline cap.

The buyer should also test recoverability. A contractual claim against a seller with no accessible assets may provide little protection. Escrow, holdback, bank security, parent guarantee or warranty and indemnity insurance may be considered depending on transaction size and risk.

A buyer’s pre-signing checklist

Define the acquisition perimeter. Confirm percentage, target entities, securities and excluded items.
Verify title and authority. Check ownership, encumbrances, approvals and signatory powers.
Complete risk-focused due diligence. Prioritise issues that affect value, continuity or closing.
Translate findings into protections. Allocate each material issue to remediation, price, condition, warranty, indemnity or withdrawal.
Select the price mechanism. Define accounting rules, leakage, debt, cash, working capital and dispute resolution.
Screen regulatory approvals. Review merger control, investment screening, sector approvals and third-party consents.
Align signing and closing. Specify conditions, conduct rules, long-stop date, termination and closing deliverables.
Test recovery. Check caps, time limits, exclusions, seller credit and available security.
Plan filings and integration. Prepare ONRC and ANAF filings, beneficial-owner filings where required under the applicable transparency rules, governance steps and day-one actions.

The bottom line

A Romanian SPA should be the final expression of the buyer’s investigation and the parties’ negotiated risk allocation. The strongest agreement is not the longest. It is the one that identifies what is being bought, states how price is calculated, prevents closing before essential approvals, allocates known and unknown risks clearly and gives the parties an executable closing process.

Planning the acquisition or sale of a Romanian company?

A focused transaction review can cover deal structure, legal due diligence, SPA negotiation, regulatory screening, signing, closing and Romanian corporate implementation.

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Frequently asked questions

Is a share purchase agreement mandatory in Romania?

A written transfer instrument is normally required to document and implement the transaction. In a negotiated acquisition, the SPA is the central agreement because it also records price mechanics, conditions, warranties, indemnities and closing. The required form and supporting corporate documents depend on the target’s legal form and transaction structure.

What is the difference between an SPA and a shareholders’ agreement?

The SPA governs the acquisition of shares and the allocation of transaction risk between buyer and seller. A shareholders’ agreement governs the continuing relationship among shareholders after the investment, including governance, reserved matters, funding, transfers, deadlock and exit. A minority investment may require both documents.

Can signing and closing occur on the same day?

Yes, where no unsatisfied conditions or approvals require a split process. If merger control, investment screening, financing, third-party consent or pre-closing remediation is required, signing normally precedes closing and the SPA must regulate the interim period and long-stop date.

Does due diligence remove the need for warranties?

No. Due diligence and warranties serve different functions. Diligence helps the buyer identify and evaluate risk. Warranties allocate contractual risk for inaccurate statements, subject to disclosure and limitations. Known issues may require remediation, a price adjustment or a specific indemnity rather than reliance on a general warranty.

When is Romanian investment-screening approval required?

The analysis depends on the investor, target activity, transaction structure, control or durable participation, sensitive sector and investment value. The general threshold is EUR 5 million after OUG no. 17/2026, but lower-value transactions may still be examined where security, public-order or relevant EU interests may be affected.

What happens after the SPA closes?

The parties must complete the agreed corporate, Trade Register and ANAF steps, as well as beneficial-owner filings where required under the applicable transparency rules. They must also release or retain escrow as applicable, implement governance changes and perform post-closing covenants. Price-adjustment, earn-out, indemnity and integration obligations may continue long after legal ownership changes.

Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct structure, approvals, tax treatment and contractual protections depend on the parties, target, sector and facts of each transaction.

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

Corporate buildings connected by a glass bridge, symbolising solutions to shareholder deadlock in Romania

20Aug

Shareholder Deadlock in Romania: Exit and Remedies

by Simona Rotaru Corporate Law

Corporate governance · Romania

Shareholder Deadlock in Romania: Exit and Remedies

A shareholder deadlock can stop budgets, appointments, financing, contracts and an eventual sale. This guide explains how Romanian shareholders and foreign investors can define the deadlock, preserve ordinary operations, escalate the dispute and use a negotiated or statutory exit route.

The correct response depends on the company type, articles of association, shareholder agreement, voting structure, conduct and remedy sought. The current version of Law no. 31/1990 and the company’s documents should be checked before action.

In short: equal ownership does not automatically mean that a Romanian company is deadlocked. The practical problem arises when a required decision cannot be validly adopted and the failure materially affects the company. The safest response is usually a staged mechanism: define the blocked decision, protect essential operations, escalate, attempt an appropriate form of resolution and preserve any court or exit remedy.

What happens when Romanian shareholders can no longer make decisions?

A deadlock is a governance problem before it becomes a lawsuit. The company may be unable to approve a budget, appoint a manager, authorise financing, sign a material contract or decide whether to sell. The first task is to identify the exact decision that is blocked and the rule that prevents it from being adopted.

A disagreement about strategy is not automatically a legal deadlock. The issue becomes more serious when the required majority, unanimity or joint-signature rule cannot be reached, the dispute continues after a properly convened meeting and the company’s operations are materially affected. A minority investor with a veto may create the same practical risk as two 50/50 shareholders.

Decision blocked

Identify the resolution, voting threshold, quorum, notice and evidence of the failed decision.

Business exposed

Protect payroll, taxes, essential suppliers, insurance, records and ordinary-course activity while the dispute is addressed.

Exit required

Use escalation, mediation, expert determination, buy-sell, transfer, withdrawal or dissolution only where the facts support it.

Important: a shareholder should not assume that stopping all company activity creates negotiating leverage. Directors and administrators still have duties to the company, and emergency or compliance decisions may need to continue.

How should a shareholder diagnose the deadlock?

The diagnosis should compare four documents and four realities: the articles of association, any shareholders’ agreement, the mandates and signing authorities, and the company’s actual governance practice. A private agreement may create obligations between shareholders, but it does not automatically replace the constitutional rules that operate through the company.

Select the point that determines the next governance decision.

Define the blockage

Record the decision that failed, the meeting notice, votes cast, applicable threshold and the operational consequence for the company.

Diagnostic question	What to review	Why it matters	Immediate control
What decision is blocked?	Agenda, minutes, written refusals, voting record and company impact.	Separates a material deadlock from an ordinary disagreement.	Send a written notice identifying the decision and the consequence.
Which rule applies?	Articles, shareholder agreement, Law no. 31/1990 and signing mandates.	A private veto may not operate like a statutory voting rule.	Map the legal effect of the rule before threatening a remedy.
Can ordinary activity continue?	Last approved budget, administrator powers, bank instructions and compliance deadlines.	Prevents the dispute from unnecessarily damaging the business.	Define essential expenditure and information access while escalation runs.
What is the desired outcome?	Continuation, buyout, sale, mediation, court remedy or dissolution.	Different outcomes require different documents, evidence and timetables.	Select a route proportionate to value, urgency and relationship.

Why must the shareholders’ agreement match the articles of association?

A shareholders’ agreement is normally a private contract between its parties. The articles of association are the company’s constitutional document and contain rules that function through the corporate structure. If the agreement promises a veto but the articles allow the resolution to pass by a lower majority, a shareholder may have a contractual claim without being able to stop the corporate resolution.

For a Romanian SRL, Article 192 of Law no. 31/1990 provides default rules on the majority required for decisions, subject to the statutory framework and the articles. Article 193 addresses voting through social parts. Where capital parity prevents an absolute majority from being established, Article 7(d¹) should be considered when drafting the method for adopting general-meeting resolutions with the participation and vote of all shareholders.

The documents should be coordinated on quorum, notice, voting thresholds, administrator powers, joint-signature rules, reserved matters, transfer restrictions and the treatment of a failed vote. The agreement can contain confidential commercial mechanics, but the corporate rules needed to operate the company should be reflected in the articles and, where required, in registered information.

Articles

Set the constitutional voting and governance rules that operate through the Romanian company.

Shareholder agreement

Add private obligations, escalation steps, information rights, valuation and exit mechanics.

Mandates

Make sure administrator powers and signing authorities do not contradict the agreed decision structure.

How should reserved matters and veto rights be drafted?

Reserved matters protect investors from fundamental changes, but an excessive list can turn normal management into permanent negotiation. Each matter should have a clear financial or strategic threshold, an approval level, a decision-maker and a timetable. The drafting should distinguish shareholder matters from administrator or management matters.

The agreement should state whether consent may be withheld freely or only for specified reasons. It should also explain what happens when a meeting fails, when information is missing, when one shareholder does not attend and when the same proposal is rejected more than once. Silence should not accidentally authorise a major transaction, but it should not paralyse routine activity either.

Clause	Purpose	Drafting control	Deadlock consequence
Deadlock definition	Identifies when the process begins.	Use material matters, repeated failed votes and written notice.	Starts the agreed escalation timetable.
Escalation	Moves the issue beyond the original negotiators.	Name decision-makers, documents and realistic deadlines.	Creates a final internal opportunity to resolve the issue.
Interim operations	Keeps the company functioning.	Continue the last approved budget and essential compliance activity.	Limits value destruction while the dispute continues.
Buy-sell mechanism	Allows one shareholder to acquire the other’s interest.	Define price, funding evidence, completion and default.	Creates a controlled exit instead of indefinite blockage.
Final remedy	Ends an unresolved dispute.	Coordinate contractual sequence with statutory rights.	Use court dissolution only as a genuine last resort.

What escalation process should come first?

A workable process usually begins with a written deadlock notice. The notice should identify the decision, the failed vote, the relevant documents, the operational risk and the proposed date for a second meeting. It should avoid inflammatory language and should preserve the shareholder’s position without treating every negotiation statement as an admission.

The next stage may involve senior representatives of the shareholder groups who were not involved in daily management. Mediation can help where the dispute concerns valuation, business strategy or loss of trust. Expert determination is more suitable for a discrete accounting, technical or valuation question. The agreement should define the scope of each process and the effect of the decision.

A cooling-off period may be useful, but it should not be so long that it allows statutory challenge periods, financing deadlines or insolvency risks to expire. Information rights, confidentiality and interim access to company records should remain clear throughout the process.

Select the preferred outcome to see the main control.

Continue together

Restore decision-making with a documented escalation, revised mandates, clearer reserved matters and an agreed interim operating plan.

How can the company operate during the deadlock?

A deadlock clause should not become a licence to stop salaries, taxes, insurance, essential supplies or compliance filings. The parties should identify what can continue under the last approved budget and what requires a fresh shareholder decision. Emergency expenditure should be narrowly defined and documented.

Shareholders should preserve access to accounts, records and management information. Neither party should divert customers, employees, intellectual property or corporate opportunities while the exit process is pending. A director or administrator must continue to act within the duties owed to the company. A shareholder instruction does not legalise conduct that breaches mandatory law or harms the company.

The practical protocol should cover bank access, payment approvals, payroll, tax filings, customer communication, data security, insurance, licences and the retention of corporate records. If the company has two administrators who must sign jointly, the parties should check whether that arrangement itself is causing the standstill and whether a lawful adjustment is possible.

Which buy-sell mechanisms can resolve a deadlock?

A buy-sell mechanism can produce a clean exit, but labels such as “Russian roulette” or “Texas shoot-out” are not enough. The clause must explain who may start the process, whether the initiating shareholder offers to buy or sell, how a price is determined and what happens if the other party cannot complete.

These mechanisms may disadvantage a shareholder with less access to financing. Safeguards can include evidence of funds, a minimum price, independent valuation, a reasonable completion period and restrictions on using confidential company information to finance the acquisition. The agreement should address shareholder loans, guarantees, accrued dividends, management positions, releases and the transfer of company property or intellectual property.

For an SRL, transfer restrictions must also be reviewed under Law no. 31/1990 and the articles. Transfers between existing shareholders and transfers to an outsider may be subject to different approval rules. The transfer should be coordinated with the shareholders’ register, the Trade Register filing and any update to beneficial-owner information or regulatory analysis required by the transaction.

What legal remedies exist when there is no workable clause?

The available remedy depends on the company type, the conduct and the relief sought. A shareholder may challenge an unlawful corporate resolution under the applicable company-law rules, but strict procedural periods can apply. The shareholder should preserve the minutes, notices, voting record, documents and evidence of the company’s operational impact before negotiations are allowed to drift.

For an SRL, Article 226 of Law no. 31/1990 may permit withdrawal in the cases stated in the articles, with the agreement of the other shareholders or, where agreement is absent, for serious grounds established by the tribunal. The value of the withdrawing shareholder’s rights may require agreement, expert work or court determination.

Exclusion is not a general cure for deadlock. Article 222 contains specific statutory situations and should not be treated as a broad remedy for an unpleasant or uncooperative shareholder. A company cannot simply exclude a shareholder because negotiations have failed.

Judicial dissolution under Article 227(1)(e) may be available for serious reasons, including grave disagreements that prevent the company from functioning. Dissolution destroys the going-concern investment and may reduce value, so it should normally remain the last remedy after contractual and commercial solutions have been assessed. It is not a substitute for drafting a workable exit clause.

Should a deadlock dispute go to court or arbitration?

Arbitration may offer confidentiality, specialist decision-makers and procedural flexibility, especially in a cross-border investment. The clause must identify the institution or ad hoc rules, seat, language, number of arbitrators and governing law. It should also address urgent relief, interim measures and the relationship with the company and other transaction documents.

Not every corporate issue can be solved only between the contracting shareholders. Some resolutions, registrations or remedies affect the company and require statutory procedures or Trade Register steps. A dispute clause should distinguish contractual claims from company-law remedies and ensure that the company is bound where that is legally possible and commercially intended.

Before filing, compare the value of the investment, the urgency, the evidence, the effect on the business, the available interim relief and the likelihood that a judgment or award can be implemented. Litigation or arbitration can resolve a legal question, but it may not restore the commercial relationship. A negotiated buyout can sometimes preserve more value than a technically successful dissolution claim.

Pre-signing shareholder deadlock checklist

Identify decisions that require shareholder approval, administrator approval or joint signatures.
Define deadlock by reference to material matters, repeated failed votes and written notice.
Coordinate the articles of association, shareholders’ agreement, mandates and registered information.
Set realistic escalation steps and name the people who must participate.
Protect ordinary-course operations, payroll, taxes, insurance, records and essential contracts.
Choose mediation, expert determination or a buy-sell process for the type of dispute it can actually resolve.
Define valuation date, methodology, adjustments, discounts, expert appointment and cost allocation.
Address transfer restrictions, pre-emption, tag-along, drag-along and Trade Register formalities.
Require funding evidence and completion documents for any buyout mechanism.
Preserve statutory challenge periods and do not let negotiation remove the right to seek urgent relief.

Frequently asked questions

Is a 50/50 Romanian company automatically deadlocked?

No. Equal ownership creates structural risk, but deadlock exists only when a required decision cannot be adopted and the failure materially affects the company. The articles and shareholder agreement should address parity, governance and exit mechanics.

Can one shareholder force the other to sell?

Only if a valid contractual or statutory mechanism permits it and its conditions are satisfied. A buy-sell clause must address price, funding, completion, transfer formalities and default consequences.

Can a shareholder be excluded simply for causing deadlock?

Not automatically. Exclusion is governed by specific statutory situations and cannot be used as a general remedy merely because the shareholders disagree or negotiations have failed.

Can a shareholder withdraw from a Romanian SRL?

Withdrawal may be available under Article 226 of Law no. 31/1990 in the cases stated in the articles, with the required agreement or, in the absence of agreement, for serious grounds established by the tribunal.

Can shareholder deadlock lead to dissolution?

Yes, judicial dissolution may be available for serious reasons, including grave disagreements that prevent the company from functioning. It is a last-resort remedy because it may destroy going-concern value.

Should the deadlock clause appear in both documents?

Critical voting, governance and registered transfer rules should be coordinated with the articles of association and mandates. Private commercial details may remain in the shareholders’ agreement, subject to enforceability and confidentiality analysis.

Need a Romanian deadlock clause or exit strategy?

A focused review can align the articles, shareholder agreement, voting structure, interim protections, valuation process and available remedies.

Book a consultation

Disclaimer: This article provides general information only and does not constitute legal advice or the creation of a lawyer-client relationship. The correct approach depends on the company type, constitutional documents, shareholder agreement, facts, evidence and remedies sought. Obtain a case-specific assessment before taking corporate or litigation steps.

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

Romanian company director liability and corporate governance risk assessment

17Aug

Romanian Company Director Liability: Duties and Risks

by Simona Rotaru Corporate Law

When can Romanian company director liability arise?

The company is a separate legal person, but that shield is not absolute. A director may face personal exposure for breach of corporate duties, insolvency misconduct, bad-faith tax conduct, a personal guarantee or other unlawful acts.

Romanian company director liability does not arise automatically from the company’s debts. Personal liability requires a separate legal basis, such as a damaging breach of the director’s mandate or statutory duties, conduct that contributed to insolvency, bad-faith conduct connected with unpaid taxes, or a personal contractual commitment. Foreign directors should verify their registered powers, keep an evidence trail for material decisions and escalate financial distress early.

Accepting a director appointment in Romania is more than an administrative formality. Understanding Romanian company director liability requires reviewing both the legal mandate and the director’s actual decision-making role. The director may represent the company, commit it contractually, manage assets and supervise accounting, tax, employment and regulatory processes. Those powers carry duties to the company under the articles of association, shareholder resolutions, the rules on mandate and Romanian company law.

The exact framework depends on the company form and governance structure. The Romanian term administrator may refer to an administrator of a limited liability company (SRL) or a member of the board of directors of a joint-stock company (SA). An SA may also use a two-tier system with a management board and supervisory board. The appointment document and the articles of association should therefore be read before applying any general rule.

Is a Romanian company director personally liable for company debts?

Generally, no. An ordinary supplier, landlord or lender claim is normally against the company. The director becomes personally exposed only where the creditor or another claimant can rely on a distinct statutory, contractual or delictual basis and prove the elements required for that route.

This distinction matters. A company’s inability to pay does not, by itself, transfer every unpaid invoice to its director. Equally, the words “limited liability” do not protect a director from consequences of their own conduct.

Situation	Usual starting point	Potential director exposure
Ordinary commercial debt	The company is the contracting party and primary debtor.	No automatic personal liability merely because the company does not pay.
Breach of mandate or company-law duty	The company may have suffered loss through the director’s act or omission.	Liability may arise if breach, damage and causation are established under the applicable rules.
Insolvency misconduct	The company enters insolvency with unpaid liabilities.	The insolvency court may order persons who contributed to insolvency through conduct listed in Article 169 to bear part or all of the liabilities, within the causally connected loss.
Unpaid tax obligations	The company remains the tax debtor.	Joint liability may be established in the bad-faith situations listed in Article 25 of the Fiscal Procedure Code.
Personal guarantee	The company receives finance, a lease or credit.	The director may be liable under the separate guarantee they signed, according to its terms.
Separate unlawful act	The director acts personally as well as for the company.	Civil, administrative or criminal consequences may apply depending on the specific act and statute.

Do not confuse shareholder liability with director liability. A shareholder’s exposure as an investor and a director’s exposure as a manager are different questions. One person may hold both roles, but each potential claim needs its own legal basis.

What are the core duties of a Romanian company director?

Articles 72 and 73 of Romanian Companies Law no. 31/1990 connect administrators’ obligations and liability to the rules on mandate and the special provisions of the Companies Law. They also identify responsibility toward the company for matters including the reality of capital contributions, the actual existence of distributed dividends, legally required registers, implementation of shareholder resolutions and strict performance of duties imposed by law and the articles of association.

Duty area	Practical meaning	Useful evidence
Act within authority	Follow the law, articles of association, appointment terms and valid shareholder or board resolutions.	Current constitutional documents, authority matrix, registered representation powers and written approvals.
Protect company interests	Use management powers for the company rather than for an undisclosed personal or third-party benefit.	Conflict disclosures, abstentions, independent valuations and documented commercial rationale.
Make informed decisions	Obtain information proportionate to the value, urgency and risk of the decision.	Board packs, forecasts, legal and financial advice, alternatives considered and minutes.
Supervise records and compliance	Ensure required registers and accounting records exist and that delegated functions are reasonably monitored.	Compliance calendar, management reports, tax confirmations, audit trails and escalation logs.
Implement corporate decisions	Carry out valid shareholder decisions accurately and within the company’s legal powers.	Signed resolutions, implementation plans, filings and completion records.
Preserve confidentiality	Protect confidential information and business secrets during and, where applicable, after the mandate.	Access controls, confidentiality undertakings and documented return or deletion of company information.

For SA board members, Article 144¹ of Romanian Companies Law no. 31/1990 expressly requires prudence and diligence of a good administrator, loyalty in the company’s interest and confidentiality. It also recognises an informed-business-decision protection where the director was reasonably entitled to believe that the decision served the company and relied on adequate information. That provision should not be copied mechanically into an SRL analysis; the SRL’s own statutory rules, mandate and constitutional documents must be assessed.

The file should show how the decision was authorised, informed, conflict-checked and implemented—not merely its eventual outcome.

How do SRL and SA director duties differ?

An SRL is usually managed by one or more administrators appointed through the articles of association or by the shareholders. Article 197 contains SRL-specific administration rules and refers expressly to Articles 75, 76, 77(1) and 79. Articles 72 and 73 remain central to the mandate-based duties and liability framework, but the articles of association are also essential because they define individual or joint representation, reserved matters, term of office and internal approval limits.

An SA has a more prescriptive governance framework. In the one-tier system, a board of directors may delegate management to directors; in the two-tier system, the management board operates under a supervisory board. Duties, delegation, conflicts, meeting procedure and the mechanics of corporate liability actions can therefore differ materially from an SRL.

Foreign group policy is not enough. A director of a Romanian subsidiary must apply the subsidiary’s Romanian-law documents and duties. Instructions from the parent company, investor or beneficial owner do not automatically excuse an act outside authority or against the Romanian company’s interests.

Before accepting or using the mandate, confirm the director provisions in the Romanian articles of incorporation. Where governance rights are also allocated between investors, coordinate those documents with the shareholder agreement while recognising that a private agreement does not replace mandatory corporate rules or Trade Register formalities.

When can the company claim against a director?

A corporate claim typically focuses on whether the director breached an applicable duty and caused quantifiable loss to the company. The decision and representation mechanics depend on the company form, the alleged conduct and the applicable articles of the Companies Law. Article 155 contains the general-meeting mechanism for an SA action against directors for damage caused to the company through breach of their duties.

Approval by shareholders should not be treated as a universal release. The legal effect depends on what was disclosed, the nature of the decision, the company form, mandatory law, third-party rights and whether the approving body had authority. A director should still require accurate materials and record concerns.

Unauthorised transaction

A director signs beyond registered or internal powers and the company suffers loss. Liability, enforceability and internal recourse require separate analysis of the authority documents and third-party circumstances.

Related-party benefit

Company assets or opportunities are directed to a connected party without transparent approval, adequate information or defensible commercial terms.

Ignored compliance warning

Management receives a specific accounting, tax or regulatory warning but takes no proportionate action, allowing avoidable loss to increase.

When can insolvency create personal exposure?

Financial distress is a critical turning point. Article 66 of Romanian Insolvency Law no. 85/2014 generally requires an insolvent debtor to apply to the tribunal within a maximum of 30 days from the onset of insolvency, subject to the statute’s rules for good-faith restructuring negotiations. The competent tax authority must be notified of the intended insolvency application 15 days before filing, and proof of that notification must be attached to the application. A legal entity’s application is signed by the persons authorised to represent it under its constitutional documents; a shareholder resolution is not required by Article 66(5).

Under Article 169, the insolvency court may order management or supervisory members, any individual or legal entity exercising control over the debtor’s financial or operational decisions regardless of formal title, and other persons who contributed to insolvency through listed conduct to bear part or all of the debtor’s liabilities, without exceeding the loss causally connected to that conduct.

Article 169 risk category	Examples of evidence reviewed
Using company assets or credit for personal or third-party benefit	Related-party payments, asset transfers, undocumented loans and non-commercial terms.
Conducting personal business under cover of the company	Revenue diversion, overlapping contracts, beneficial ownership and use of company resources.
Continuing activity in personal interest when cessation of payments was clearly approaching	Cash-flow forecasts, creditor ageing, director benefits and the rationale for continued trading.
Fictitious, unlawful or missing accounting	Ledgers, source documents, backups, handover records and access to accounting systems.
Diverting or concealing assets, or fictitiously increasing liabilities	Asset registers, disposals, inventory movements, invoices and connected-party balances.
Transferring assets or a significant part of the business to a closely related person	Transfers made while the debtor is in financial difficulty, compliance with Article 73(2¹) of the Companies Law, the relationship between the parties, continuation of the business through the new entity and evidence of an intention to shield assets from creditors.
Ruinous financing used to delay cessation of payments	Pricing, security, repayment prospects, alternatives considered and decision minutes.
Preferential payment to one creditor shortly before cessation	Payment sequence, creditor relationship, maturity dates and justification.
Other intentional conduct contributing to insolvency	The specific act, intent, resulting loss and causal connection to insolvency.

Law no. 239/2025 inserted Article 169(1)(e¹), which specifically targets the transfer of assets or a significant part of the business of a debtor in financial difficulty to a person closely related to the debtor, where the obligations imposed by Article 73(2¹) of the Companies Law are breached and the transfer is intended to continue the activity through the new entity while shielding assets from the debtor’s creditors.

A final Article 169 liability judgment now has consequences beyond the payment order. Under Article 169(10), the person may not be appointed as a company administrator and, if already serving as an administrator elsewhere, loses that right for 10 years from the date the judgment becomes final. The person is also barred for 5 years from founding companies or acquiring a controlling participation in a new company.

Early monitoring and documented advice help directors distinguish temporary pressure from statutory insolvency and respond within the applicable deadline.

Failure to hand over accounting records can create a rebuttable presumption of fault and causation under Article 169. For collegial management or supervisory bodies, a member who opposed the relevant act and recorded the opposition may have a specific defence under Article 169(5). A silent disagreement is therefore much weaker than a properly documented one.

When can a director become jointly liable for Romanian tax debts?

Article 25 of Romanian Fiscal Procedure Code no. 207/2015 creates specific joint-liability routes for overdue tax obligations. They are not triggered merely by holding office. The relevant provisions require the statutory circumstances and, for the principal director-related routes, bad faith.

Potential cases include administrators or other persons who, in bad faith:

caused the debtor’s insolvency by transferring or concealing its assets;
failed during their mandate to request the opening of insolvency proceedings for tax obligations from that period that remained unpaid when insolvency was declared;
caused the non-declaration or non-payment at maturity of tax obligations;
caused an unjustified tax refund or reimbursement; or
caused tax debts to accumulate and prevented their payment in the circumstances covered by Article 25(2¹).

A tax assessment against the company and a decision establishing the director’s joint liability are different acts. The facts, legal basis, procedural steps and challenge deadlines should be reviewed immediately when a director receives a Romanian tax notice.

Can delegation, resignation or shareholder instructions remove liability?

Delegation

Delegating finance, tax or operations does not necessarily eliminate a director’s own supervision duties. The appropriate level of oversight depends on the company form, governance structure, importance of the function, warning signs and the director’s legal powers. A clear written delegation and regular reporting are stronger than an informal assumption that “the accountant handles it.”

Resignation

Resignation can end future management authority once effective and properly implemented, but it does not erase possible liability for earlier acts or omissions. The director should document the handover, return company property, preserve relevant records and ensure required Trade Register formalities are handled.

Shareholder or parent-company instructions

A shareholder instruction does not automatically legalise conduct that breaches mandatory law or the director’s duties to the Romanian company. Material instructions should be checked against reserved matters, representation rules, corporate benefit, conflicts and insolvency considerations.

Directors’ and officers’ insurance

D&O insurance may fund defence costs or certain covered claims, but wording, exclusions, notification duties, deductibles and Romanian mandatory law matter. It cannot be assumed to cover fraud, intentional misconduct, all tax exposure, fines or every insolvency claim.

Practical checklist for foreign directors of Romanian companies

Verify the mandate. Obtain the current articles of association, appointment decision and Trade Register extract.
Map authority. Distinguish individual representation, joint signatures, shareholder reserved matters and internal approval thresholds.
Build a reporting pack. Receive timely cash-flow, tax, accounting, litigation, employment and regulatory information.
Document material decisions. Record information reviewed, options, conflicts, rationale, vote and follow-up responsibility.
Control related-party dealings. Disclose interests and obtain the approvals and supporting valuation appropriate to the transaction.
Supervise filings and records. Use a compliance calendar and require evidence of submission and payment—not verbal confirmation alone.
Escalate warnings. Investigate missed tax payments, unpaid salaries, creditor enforcement, deteriorating liquidity and missing records promptly.
Record disagreement. Use the legally appropriate board record and written notification; do not rely on an informal objection.
Assess distress early. Seek Romanian insolvency and tax advice before the statutory filing window is lost, allow for the 15-day advance tax-authority notification and scrutinise transfers to closely related persons.
Plan the exit. Coordinate resignation, handover, registrations, access removal, record preservation and insurance notification.

The bottom line

Romanian company director liability is conduct-based, not an automatic consequence of a company debt. The strongest protection is disciplined governance: understand the mandate, obtain adequate information, act within authority and in the company’s interest, manage conflicts, preserve reliable records and respond quickly to tax or insolvency warning signs.

Foreign directors should not wait for a dispute to reconstruct the decision process. A focused Romanian-law governance review can identify gaps in signing authority, reserved matters, minutes, compliance reporting and distress procedures before they create personal exposure.

Request a Romanian director-liability review Explore corporate legal services

Frequently asked questions

Is an SRL administrator automatically liable for the company’s unpaid debts?

No. The SRL is normally the debtor. Personal liability requires a separate legal or contractual basis, such as breach of the administrator’s duties causing loss, Article 169 insolvency conduct, Article 25 bad-faith tax conduct or a personal guarantee.

Does being a shareholder change a director’s liability?

Shareholder and director exposure are separate. A person who holds both roles may face different claims in each capacity, but liability must be analysed under the legal basis applicable to that role and conduct.

Can shareholder approval protect a Romanian director?

Approval can be relevant, but it is not a universal defence. Its effect depends on the company form, authority of the approving body, quality of disclosure, mandatory law, third-party rights and the conduct involved.

Does resignation end a director’s potential liability?

Resignation can end future authority once effective, but it does not erase potential liability for earlier conduct. Proper handover, registration, preservation of records and insurance notification remain important.

What should a director do if they disagree with a board decision?

Obtain advice on the correct procedure, state the reasons clearly and ensure the opposition is recorded and notified in the form required by the applicable governance rules. This is particularly important for collegial bodies and insolvency-related decisions.

Can D&O insurance eliminate personal liability?

No. It may cover certain defence costs and claims, but policy terms, exclusions, notice requirements and mandatory law apply. Fraud, intentional conduct, fines, tax exposure and insolvency claims may be excluded or limited.

Disclaimer: This article provides general legal information and does not constitute legal, tax or insolvency advice. Director duties and liability depend on the company form, constitutional documents, appointment terms, decision-making process, actual conduct and the law applicable to the specific facts.

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

Do you need a lawyer to start a business in Romania illustration with legal scales, Romanian flag, and company registration document

29Apr

Do You Need a Lawyer to Start and Run a Business in Romania?

by Simona Rotaru Corporate Law

Business law guide · Romania

Do You Need a Lawyer to Start and Run a Business in Romania?

A lawyer is not generally a statutory condition for incorporating or operating a Romanian company. The real question is whether the decisions being made are simple enough to handle safely without tailored legal review.

This guide separates Trade Registry filing from legal risk management and explains when a business lawyer, accountant or notary may be relevant. The current requirements of the competent authorities should be checked before filing.

Short answer: a founder may often register and run a straightforward Romanian business without retaining a lawyer. Legal support becomes particularly valuable where there are foreign or multiple shareholders, negotiated governance rules, regulated activities, employees, important contracts, intellectual-property assets, financing or cross-border operations.

Is a lawyer required to start a company in Romania?

No. Romanian company registration does not generally require a founder to retain a lawyer. The founder may prepare and submit the incorporation file personally or use an authorised representative, subject to the current filing, identification and signature requirements.

The National Trade Register Office (ONRC) administers company registrations and provides forms and procedural information. An uncomplicated file may therefore be handled without legal representation. This does not mean that a standard form resolves decisions about ownership, management authority, shareholder protection, financing or commercial risk.

The distinction matters because the Trade Registry examines the registration file. It does not design the founder’s commercial arrangements or assess whether a generic contract adequately protects the business. The wider framework may include Companies Law no. 31/1990, trade-register rules, beneficial-owner requirements, taxation, employment, data protection, intellectual property and any legislation applying to the chosen activity.

Filing is one task

Registration confirms that the file satisfies the applicable filing requirements. It does not validate every commercial decision.

Risk is another task

Ownership, authority, contracts, employees, data and financing may require tailored legal analysis before the business starts.

Support can be targeted

A founder does not always need a permanent lawyer. A focused review may be enough for a defined decision or transaction.

Important: successful registration does not confirm that the ownership structure, decision rules, contracts or compliance framework are suitable for the business.

What can a founder usually handle without a lawyer?

A founder can usually make the initial commercial choices, gather identification and ownership information, reserve a company name and use the Trade Registry’s filing route. Whether that is sensible depends on the number of founders, the documents, the activity and the consequences of getting the structure wrong.

Select the stage to see the main legal control.

Define the business

Identify the activity, founders, proposed ownership, administrator, registered office and expected operating model before choosing the filing route.

Stage	Founder can usually do	Risk requiring review	Practical control
Preparation	Identify activity, founders, ownership, administrator and office.	The chosen structure may not fit control, funding or regulated activity needs.	Test the structure before documents are signed.
Documents	Gather identity, office and ownership information.	Foreign corporate authority, legalisation or beneficial-owner issues may delay the file.	Check recency, consistency and translation requirements.
Registration	Use the forms and official submission route.	Signature, filing or activity conditions may be misunderstood.	Follow the current ONRC instructions and retain proof of filing.
Operation	Arrange banking, accounting and initial administration.	Registration does not replace tax, employment, licensing or data compliance.	Create a launch checklist with the right professionals.

When should you involve a business lawyer in Romania?

A targeted legal review is most useful before the founders commit to a structure, sign an important agreement or start an activity carrying regulatory, employment, data or intellectual-property risk. The earlier review does not need to cover every future issue. It should focus on decisions that are difficult or expensive to reverse.

Before incorporation

Review legal form, ownership, administrator authority, registered office, activity codes and foreign documents.

Before signing

Review shareholder, financing, lease, customer, supplier, employment or technology agreements before commitment.

Before a major change

Assess investment, restructuring, share transfer, new activity, financing, exit or change of control.

A lawyer may also be useful when the founder is unfamiliar with Romanian procedure, is managing the business from abroad, has several investors, is negotiating with a stronger counterparty or needs one person to coordinate legal and commercial documents. The instruction can be limited to structure, contract review, filing support, negotiation or a specific compliance question.

Where does legal advice add the most value?

The value of legal advice is usually highest where a mistake affects ownership, control, money, people, data or the ability to exit. These areas are connected, so the review should reflect the actual business model rather than a generic start-up checklist.

Several founders or investors

Voting, reserved matters, funding obligations, transfers, deadlock and exit provisions should be considered before relationships become difficult.

Foreign shareholders

Corporate authority, legalisation, translations, beneficial ownership and parent-company relationships require coordination.

Material contracts

Payment, delivery, liability, warranties, intellectual property, confidentiality, termination and dispute clauses allocate real risk.

Employees and contractors

Employment documents, worker classification, management authority and workplace procedures should reflect the actual relationship.

Data, software and online services

Privacy roles, software ownership, licences, security responsibility, consumer terms and AI use may need review.

Investment or restructuring

Share issues, transfers, financing, reorganisations and exits require corporate approvals and transaction documents to align.

Business lawyer, accountant or notary: who does what?

These professionals perform different functions. An accountant does not replace legal review, and a lawyer does not replace accounting or tax compliance. A notary is involved only where the law or the chosen transaction requires a notarial form or authentication.

Professional	Core role	Typical questions	Main limitation
Business lawyer	Legal structure, rights, obligations and risk allocation.	Governance, contracts, employment, compliance, transactions and disputes.	Does not replace accounting records or tax reporting.
Accountant or tax adviser	Accounting, reporting and tax treatment.	Bookkeeping, returns, payroll, financial statements and tax position.	Does not design contractual rights or provide legal representation.
Notary	Authentic instruments and other notarial formalities.	Authentication and transactions requiring notarial intervention.	Does not ordinarily provide ongoing commercial legal management.
Trade Registry	Receives and examines filings within its legal competence.	Registration documents, changes and formal company information.	Does not act as the company’s lawyer or commercial adviser.

Romanian companies must organise and maintain accounting records under Accounting Law no. 82/1991. The responsible accounting arrangement should be confirmed with a qualified accounting or tax professional. Where a decision has both legal and tax consequences, the lawyer and accountant should coordinate their work rather than treating one role as a substitute for the other.

Business start-up legal checklist

Confirm the route: compare an SRL, branch or another appropriate form against the intended activity.
Map ownership: identify shareholders, beneficial owners, voting rights and funding expectations.
Define authority: decide who represents the company and whether signatures or approvals are limited.
Check the activity: verify activity codes and any licence, notification or operating condition.
Secure the office: document the right to use the registered-office premises.
Prepare foreign documents: confirm recency, authority, legalisation and translation requirements.
Plan key contracts: prioritise shareholder, customer, supplier, lease, employment and intellectual-property documents.
Coordinate launch: align registration with banking, accounting, tax, employment and compliance steps.
Set a review point: reassess the legal structure when the business raises finance, hires, expands or changes control.

The checklist is not a substitute for the current ONRC procedure. It is a way to identify where a founder can proceed alone and where a focused legal review may prevent a larger problem.

How much does a business lawyer cost in Romania?

There is no reliable universal price for business legal work. The fee depends on the scope, documents, number of parties, urgency, negotiation, filing work, sector and whether the instruction is a one-off project or recurring support.

A useful fee discussion separates official or third-party costs from legal fees. Trade Registry charges, translations, legalisation, notarial work, accounting, banking and sector approvals may arise independently of the lawyer’s fee. Before work begins, ask for the scope, assumptions, exclusions and fee basis to be stated clearly.

A fixed fee may suit a defined incorporation or document review. Hourly or staged billing may be more appropriate where the facts may change or negotiation is involved. Businesses with recurring needs can compare a subscription or retainer, but the scope should still identify what is included, what is excluded and how urgent or unusual work is handled.

Common mistakes when starting without legal review

Using default rules without testing them

Standard documents may not address equal ownership, vetoes, funding, director authority, transfers or exit.

Signing before responsibilities are clear

A commercial relationship may begin before payment, acceptance, liability, IP ownership and termination rights are agreed.

Treating registration as permission to operate

The activity may still require tax choices, licences, consumer information, employment steps or data-protection measures.

Other recurring problems include leaving founder understandings undocumented, appointing an administrator without clarifying authority, assuming that a foreign company’s internal approval is never needed, relying on an old checklist, mixing personal and company commitments and failing to plan what happens when a founder leaves.

A legal review is not valuable because every business needs the same paperwork. It is valuable when it identifies the few decisions that determine control, liability, money or the ability to change direction later.

How should a foreign founder approach Romanian legal support?

A foreign founder should begin with a short factual brief: the intended activity, founders and ownership, expected investment, proposed administrator, registered-office position, target start date and any draft document already received. The brief should also identify whether the founder will work in Romania, hire people, sign local contracts, process personal data or operate in a regulated field.

The lawyer can then separate matters that require legal analysis from those that can be handled through the ordinary filing, accounting or administrative process. This reduces unnecessary work while ensuring that foreign corporate documents, translations, powers of attorney, beneficial-owner information and banking or tax questions are not treated as afterthoughts.

Remote support may be possible, but incorporation does not itself create a Romanian residence or work right. The founder should separately check immigration, tax residence and social-security implications where the business activity or personal presence requires it.

Select the issue that needs coordination.

Structure

Review the legal form, ownership, voting, administrator authority, registered office and funding expectations before incorporation.

Frequently asked questions

Do I legally need a lawyer to open an SRL in Romania?

No. Retaining a lawyer is not generally a condition for incorporating an SRL. A founder can prepare and submit the file personally, subject to the Trade Registry’s current document, signature and filing requirements. Legal advice may still be useful where ownership, governance, foreign documents or the proposed activity create issues that standard forms do not resolve.

Can a foreign founder start a Romanian company remotely?

Often, yes, but the correct route depends on the founders and documents. Electronic filing or an authorised representative may be available, while identity checks, foreign corporate records, translations, legalisation, banking or regulated-sector requirements may require additional steps. Incorporation does not itself create a Romanian residence or work right.

When is a shareholder agreement worth considering?

A shareholder agreement is particularly useful where there are several founders or investors and the parties need tailored rules on decisions, reserved matters, funding, transfers, confidentiality, deadlock or exit. It should be coordinated with the articles of association and mandatory Romanian company law.

Can my accountant handle all legal matters for the company?

No. The accountant manages accounting, financial reporting and tax-related work within the agreed professional scope. Contract rights, corporate governance, employment questions, regulatory obligations and legal disputes require separate legal analysis.

What should I send to a business lawyer in Romania?

Send a short description of the planned activity, the founders and ownership structure, the relevant deadline and any draft incorporation, shareholder, financing, customer or supplier documents. For an existing company, include the current corporate documents and identify the specific decision, transaction or risk requiring review.

Does company registration mean that the business can operate immediately?

Not necessarily. Registration is separate from tax, accounting, employment, licensing, consumer, data-protection, immigration and sector-specific requirements. The business should confirm the conditions applying to its actual activity before starting operations.

Need help with a Romanian business decision?

A focused review can identify the legal structure, documents, approvals and compliance points that matter for your next step.

Book a consultation

Disclaimer: This article provides general information only and does not constitute legal, tax or accounting advice or the creation of a lawyer-client relationship. The appropriate structure and professional support depend on the founders, activity, documents and intended transactions. Obtain a case-specific assessment before acting.

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

6Nov

Articles of Incorporation in Romania: How to Draft the Constitutive Act in 2026

by Simona Rotaru Consulting, Corporate Law

For foreign founders, investors and international companies

Articles of Incorporation in Romania: the document that sets the company’s legal foundation

Romanian business lawyers advising foreign founders on the company’s ownership, activities, management, representation and registration documents.

The Articles of Incorporation should reflect the business structure the shareholders actually intend to operate. We review the document, supporting records and filing route before the incorporation application is submitted.

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Bucharest-based Romanian counsel. Many incorporation matters can begin online, subject to the founders, documents, signatures and procedure involved.

Business lawyers in Romania advising international founders on a corporate structure

What are the Articles of Incorporation in Romania?

Articles of Incorporation is the practical English description of the founding document submitted when a Romanian company is established. Romanian company law commonly identifies this document as the company’s constitutive act. It records the company’s legal identity, ownership, activities, capital, management and representation arrangements.

The document is not simply a formality. It becomes the starting point for determining who owns the company, who may bind it, what activities it may carry on and how important shareholder decisions are adopted.

Legal identity

The company name, legal form, registered office, duration and business activities are recorded in the founding document.

Ownership and capital

The document identifies the shareholders, contributions, share capital, number of shares and ownership percentages.

Governance and authority

Management, representation, shareholder decisions, profit distribution and core amendment rules should be aligned with the intended operation.

What should the document contain?

The exact requirements depend on the legal form. For an SRL, the Articles of Incorporation should normally address the following matters:

Company details

Company name, legal form, registered office, duration and the main and secondary business activities.

Review company formation requirements

Shareholders and contributions

Identity of each shareholder, share capital, contributions, number and nominal value of shares and ownership percentages.

Consider private shareholder protections

Management and representation

Directors, mandates, authority to sign, individual or joint representation and any approval limits that should be documented.

Shareholder decisions

Voting arrangements, meeting and decision rules, reserved matters and the process for amending the company’s constitutional document.

Beneficial ownership

Ownership and control should be traced through corporate shareholders and reflected consistently in the beneficial-owner filing.

Profit and exit rules

Profit distribution, loss allocation, share transfers, dissolution and liquidation provisions should be checked against the commercial plan.

Business lawyer reviewing company formation and Articles of Incorporation documents in Romania — Illustration: reviewing the legal and corporate documents used to establish a company in Romania.

What is the minimum share capital for an SRL in 2026?

For a newly incorporated Romanian SRL, the minimum share capital is generally RON 500 under the rules introduced by Law no. 239/2025.

The capital is divided into shares held by the shareholders. It is not the same as the company’s operating budget, and the Articles of Incorporation must state the subscribed capital, the number of shares, their nominal value and each shareholder’s contribution.

Law no. 239/2025 also introduced a higher capital threshold for SRLs whose net turnover exceeds RON 400,000 and transition rules for existing companies. The applicable requirement and deadline should be checked against the company’s financial information and the current Trade Register guidance before an amendment is filed.

Do not use an old template

Older documents may refer to RON 1, RON 200 or no minimum capital requirement. The incorporation document should be updated to reflect the rules applicable on the filing date.

SRL or SA: which Articles of Incorporation apply?

An SRL generally has a simpler governance structure, while an SA requires more formal provisions concerning capital, shareholder rights and management. The legal form should be selected before the founding document is drafted.

Romanian SRL

Often used for private businesses, subsidiaries and SMEs. Drafting focuses on shareholders, directors, representation, transfers and practical decision-making.

Romanian SA

Designed for more formal share-based structures. The document must address the applicable capital and governance framework in greater detail.

Foreign company route

A branch or other establishment route is not the same as incorporating a Romanian subsidiary. Liability, control, funding and tax consequences should be compared first.

How the incorporation document is prepared

Interactive incorporation route

Select a stage to see what should be resolved before the Articles of Incorporation are filed.

Choose the legal route

Confirm whether the business requires a Romanian subsidiary, branch or another structure before the founding document is drafted.

Map shareholders and control: Identify individuals, corporate shareholders and the beneficial-owner structure.Draft the legal framework: Align activities, capital, management, representation and shareholder decisions with the intended operation.Prepare the ONRC application: Check the supporting documents, translations, signatures, powers of attorney and filing route.

What documents are filed with the Articles of Incorporation?

The supporting file depends on the shareholders, business activity, registered office and filing method. It may include:

the incorporation application and required declarations;
proof of company-name availability;
the Articles of Incorporation;
identity documents for shareholders and directors;
corporate documents and proof of existence for corporate shareholders;
proof of the right to use the registered office;
beneficial-owner information or declaration;
evidence concerning capital contributions, where required;
powers of attorney and certified translations, where applicable; and
authorisations required for regulated activities.

Foreign documents may require an apostille, legalisation, certified translation or other formalities depending on the issuing country and document. Current requirements should be confirmed before filing with the National Trade Register Office.

What are the common drafting risks?

Outdated capital

An old capital figure can make the document inconsistent with the current incorporation rules and the filing application.

Incorrect activities

Activity codes should reflect the business model and any licences or approvals needed for the intended operations.

Unclear authority

Vague signing and representation rules can create uncertainty for banks, counterparties, shareholders and directors.

Unmapped control

Corporate ownership chains and beneficial-owner information must be analysed consistently across the incorporation file.

Template dependence

A standard form cannot replace decisions about funding, shareholder rights, transfers, deadlock and exit arrangements.

Wrong establishment route

Incorporating a subsidiary when a branch or another structure was intended can create avoidable governance and compliance work.

Why should a Romanian lawyer review the document?

A focused legal review can test whether the Articles of Incorporation match the commercial structure, identify missing supporting documents, clarify representation powers and coordinate the filing with registered-office, beneficial-owner and activity requirements.

A review is particularly useful where there are

foreign individual or corporate shareholders;
several ownership layers or nominee arrangements;
unequal contributions or more than one director;
regulated business activities;
an intended investment, transfer, exit or restructuring plan.

Related company formation guides

These resources address the surrounding decisions that may affect the Articles of Incorporation.

Frequently asked questions

What are Articles of Incorporation called in Romania?

The official Romanian company-law document is commonly identified as the company’s constitutive act. “Articles of Incorporation” is the practical English description used in this guide for the founding document filed when a company is incorporated.

What is the minimum share capital for an SRL in Romania in 2026?

For a newly incorporated Romanian SRL, the minimum share capital is generally RON 500 under the rules introduced by Law no. 239/2025. Existing companies and later amendments may be subject to separate transition rules.

Can a foreign person establish a company in Romania?

Foreign individuals and companies can generally establish or hold shares in a Romanian company, subject to the proposed activity, ownership documents, beneficial-owner analysis and any sector-specific restrictions.

Can the Articles of Incorporation be prepared in English?

The founders may work from an English draft, but documents submitted to the Romanian Trade Register must comply with the applicable Romanian-language, translation, signature and authentication requirements.

Is a shareholders’ agreement also necessary?

It is not automatically mandatory, but it can provide private arrangements concerning voting, funding, deadlock, transfers, investor rights and exit mechanisms that should not all be placed in the registered Articles of Incorporation.

Can incorporation be handled without travelling to Romania?

Many matters can begin online or be handled through an authorised representative, but the route depends on the founders’ documents, signatures, powers of attorney, translations, identity checks and the requirements of the relevant authority.

Planning to establish a company in Romania?

Send the proposed ownership structure, business activities, registered-office information and available documents. We can identify the initial legal questions, likely scope and next practical step.

Book a Corporate Consultation

office@theromanianlawyers.com

3Nov

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

by Simona Rotaru Consulting, Corporate Law

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

O persoană completează documente la birou cu un laptop.

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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At our law firm, Atrium Romanian Lawyers, we assist clients with corporate & commercial law, company registration, and office relocation services.

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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

A stack of documents is placed next to a pen and a notepad.

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.

Romanian business professional reviewing GDPR compliance checklist on laptop in Bucharest office

8Oct

GDPR Compliance Checklist for Romanian Companies 2025

by Simona Rotaru Data Protection

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GDPR Compliance Checklist for Romanian Companies

What crucial step could protect your business from devastating fines while building customer trust?

Many organizations underestimate how Europe’s strict data protection laws apply to their operations.

While GDPR penalties can reach €20 million or 4% of global revenue, Romanian enforcement authorities have imposed fines ranging from €3,000 to €130,000 for violations, demonstrating that penalties scale with the severity of breaches and organizational size.

Romania’s evolving digital economy demands proactive measures to align with rigorous privacy standards.

Legal experts emphasize that proper adherence involves more than basic policy updates—it requires systematic data governance.

Companies must address consent protocols, breach response plans, and cross-border data flows to avoid regulatory scrutiny.

Specialized legal guidance helps businesses transform compliance into strategic advantages.

Firms adopting privacy-first approaches often see improved client relationships and operational resilience.

Those delaying action risk not only financial consequences but also long-term reputational damage in competitive markets.

For tailored strategies meeting international standards, contact our data protection lawyers in Bucharest.

Our team of legal professionals provide actionable frameworks to navigate complex requirements while prioritizing business growth.

Key Takeaways

Data protection laws apply regardless of a company’s physical location if EU resident information is processed,
Penalties can reach €20 million or 4% of global revenue, emphasizing the need for preventive measures,
Building customer trust through transparent data practices creates market differentiation,
Legal experts offer customized solutions to align business operations with regulatory demands,
Compliance involves continuous monitoring, not just one-time adjustments.

Understanding GDPR and Its Impact on Romanian Businesses

How can organizations in Romania turn regulatory demands into strategic opportunities?

The General Data Protection Regulation (GDPR) reshapes how businesses manage information, particularly for entities handling EU residents’ data.

Its extraterritorial scope means even non-EU-based firms must adhere to strict standards when processing personal details of European citizens.

Core Regulatory Foundations

The regulation establishes six foundational principles for data handling, plus an overarching accountability principle.

These mandate that organizations:

Process information lawfully and transparently,
Collect only necessary data for specific purposes,
Maintain accuracy and limit storage durations.

Such requirements demand technical safeguards like encryption and operational protocols for accountability.

Privacy-by-design methodologies ensure protections are embedded in all systems.

Strategic Advantages for Local Entities

Adhering to these standards transforms obligations into opportunities.

Firms prioritizing data protection report:

Enhanced client confidence through transparent practices,
Reduced breach-related costs and operational disruptions,
Differentiation in markets where privacy concerns influence decisions.

For tailored strategies aligning Romanian operations with these regulations, consult our team of Romanian Lawyers.

Proactive adaptation not only mitigates risks but positions businesses as trustworthy data stewards.

Exploring Key GDPR Roles and Terminology

Who holds ultimate accountability in data governance frameworks?

Clarifying responsibilities under privacy regulations helps organizations establish clear operational boundaries.

Three critical roles form the foundation of proper data management practices.

Data Controllers, Processors, and Data Subjects

Data controllers determine why and how personal information is handled.

They bear legal responsibility for compliance across all processing activities.

Third-party processors execute tasks under controller directives but must independently meet security standards.

Individuals whose data is collected, known as data subjects, retain rights to access or delete their information.

Organizations must implement systems to honor these requests efficiently.

The Essential Role of the Data Protection Officer (DPO)

A data protection officer oversees compliance strategies and acts as the regulatory liaison.

This role is mandatory for entities processing sensitive data or conducting large-scale monitoring.

Under Romanian Law 190/2018, organizations processing national identification numbers (CNP) based on legitimate interest must also appoint a DPO, even if they don’t meet the standard GDPR thresholds.

This additional requirement reflects Romania’s enhanced protection for sensitive national identifiers.

Romanian businesses uncertain about role allocations should consult office@theromanianlawyers.com.

Proper classification prevents overlapping liabilities and ensures alignment with cross-border standards.

Conducting a Comprehensive Data Audit and Mapping

Organizations handling personal information must first establish clarity in their data ecosystems.

A systematic audit reveals how data flows through operations, exposing vulnerabilities while ensuring alignment with legal obligations.

This foundational step transforms raw information into actionable insights for risk management.

Identifying What Personal Data You Collect

Begin by cataloging every category of personal data your organization processes.

Common examples include:

Contact details (names, email addresses).
Digital identifiers (IP addresses, device information).
Sensitive records (financial data, health information).

Document each data point’s purpose, collection method, and retention timeline.

Assess whether processing activities rely on valid legal grounds like contractual necessity or explicit consent.

Storage locations demand equal scrutiny—identify physical servers, cloud platforms, and third-party repositories holding sensitive materials.

Access controls form another critical audit component.

Map which employees or systems interact with personal data and verify authorization protocols.

This process highlights potential exposure points while streamlining responses to information requests.

Romanian entities seeking structured frameworks for these assessments may contact our data protection legal specialists.

Expert guidance ensures audits meet regulatory expectations while supporting operational efficiency.

GDPR Compliance Checklist for Romanian Companies

Businesses handling EU data face operational complexity when aligning processes with privacy standards.

Structured frameworks simplify adherence while minimizing risks of non-conformance.

Effective strategies combine procedural clarity with technological safeguards to meet evolving requirements.

Actionable Protocols for Information Security

Organizations should prioritize these critical measures:

Action Item	Responsible Party	Deadline
Complete data flow mapping	IT & Legal Teams	30 Days
Implement encryption protocols	Security Department	45 Days
Update third-party contracts	Compliance Officer	60 Days

Consent Management Best Practices

Valid authorization requires unticked checkboxes and separate permissions for distinct processing purposes.

Confirmation emails enhance verification, while centralized logging systems track user agreements with timestamps and purpose details.

Organizations must honor withdrawal requests without undue delay and provide confirmation within one month, as required by GDPR Article 12(3).

Automated systems should flag outdated records immediately upon withdrawal, ensuring ongoing alignment with transparency obligations and ceasing processing activities promptly.

Regular audits verify adherence to storage limitation principles and access controls.

Local enterprises seeking customized frameworks may contact office@theromanianlawyers.com.

Specialized guidance helps establish resilient processes that satisfy regulatory expectations while supporting operational scalability.

Ensuring Website Security and Transparent Privacy Policies

How do modern businesses balance robust security with user transparency?

Websites storing personal information require layered defenses against cyber threats.

Organizations must adopt technical safeguards while clearly communicating data handling practices to users.

Implementing SSL, Strong Passwords, and Anti-Virus Measures

HTTPS encryption via SSL certificates forms the first line of defense.

Multi-factor authentication and complex passwords prevent unauthorized account access.

Regular vulnerability scans and firewall updates address emerging threats.

Advanced protections include:

Content Delivery Networks (CDNs) to mitigate DDoS attacks,
Intrusion detection systems monitoring server activity,
Automated backups stored in geographically separate locations.

Designing Clear and Accessible Privacy Notices

Privacy policies must explain data collection purposes in plain language.

Every page should feature a visible link to these documents. Essential disclosures include:

Types of information gathered (contact details, device data)
Legal basis for processing activities
Third-party data sharing arrangements

Entities developing their online platforms should consult office@theromanianlawyers.com for policy reviews.

Proper alignment with privacy standards builds credibility while reducing legal exposure.

Managing Third-Party Vendors and International Data Transfers

How can businesses ensure their partners meet strict data protection standards?

Organizations relying on external vendors must verify their adherence to privacy regulations.

This requires thorough evaluations and contractual safeguards to maintain accountability across supply chains.

Evaluating Vendor Requirements and Contracts

Entities handling personal information must catalog all service providers processing data.

This includes cloud platforms, payment systems, and marketing tools.

Assessments should examine vendors’ security certifications, breach response plans, and documentation of regulatory alignment.

Legally binding agreements define responsibilities between controllers and processors.

These contracts specify permitted activities, retention timelines, and security protocols.

Subcontractor arrangements require explicit approval to maintain oversight.

Requirement	Action	Mechanism
Vendor Accountability	Review security audits	Annual assessments
Data Transfers	Implement SCCs	Contractual clauses
Risk Mitigation	Conduct impact analyses	Transfer evaluations

Cross-border data flows demand additional precautions.

Companies must confirm whether recipient countries have EU adequacy status.

For other regions, standardized contractual clauses or binding corporate rules become mandatory safeguards.

Romanian enterprises navigating these complexities should seek specialized Romanian Lawyer.

Proactive vendor management frameworks prevent regulatory violations while fostering trust with European partners.

Contact office@theromanianlawyers.com for tailored strategies addressing cross-border operational challenges.

Preparing for Data Breaches and Facilitating Data Subject Rights

What separates resilient organizations from vulnerable ones when cyber threats strike?

Proactive preparation for security incidents and efficient handling of individual rights form the backbone of modern data governance.

Organizations must balance rapid response capabilities with systematic processes to address user inquiries.

Developing a Robust Breach Response Plan

Effective incident management requires predefined protocols.

Immediate detection mechanisms trigger containment procedures within one hour of identifying unauthorized data access.

Forensic teams analyze breach scope while legal advisors determine notification obligations to authorities within 72 hours.

Regular simulation exercises test communication channels between IT, legal, and PR departments.

Documentation templates for breach reports ensure regulatory requirements are met without delays.

Continuous monitoring systems flag unusual activity patterns to prevent escalation.

Streamlining Data Subject Access Requests

Individuals increasingly exercise their right to review or delete personal information.

Centralized portals allow users to submit requests through secure authentication methods.

Automated workflows verify identities and route inquiries to appropriate teams within 24 hours.

Response templates maintain consistency while adhering to legal timelines.

Secure delivery channels protect sensitive information during transmission.

Audit trails demonstrate compliance with access rights obligations during regulatory inspections.

Entities requiring customized frameworks for incident management or user rights processes should contact office@theromanianlawyers.com.

Structured approaches transform regulatory demands into operational strengths while maintaining stakeholder trust.

FAQ

When must Romanian businesses appoint a data protection officer?

Organizations must designate a data protection officer if they systematically monitor individuals on a large scale or process sensitive categories like health records.

Public authorities in Romania also require this role regardless of data volume.

How long can companies retain customer information under EU regulations?

Storage periods must align with the original purpose for collection.

For example, transaction records may be kept for tax compliance periods specified by ANAF (Romania’s tax authority), while marketing contact lists require periodic reviews for relevance.

What technical safeguards are mandatory for website security?

Essential measures include SSL encryption, multi-factor authentication, regular penetration testing, and documented patch management processes.

Organizations should implement security measures proportionate to the risk level of data processing, following GDPR Article 32 requirements for appropriate technical and organizational measures.

Are international cloud providers like AWS or Microsoft Azure GDPR-compliant for Romanian data?

Providers operating under EU-approved mechanisms like Standard Contractual Clauses (SCCs) or binding corporate rules generally meet requirements.

However, companies must verify current certifications and update Data Processing Agreements (DPAs) annually.

What penalties apply for violating data subject rights in Romania?

The National Supervisory Authority for Personal Data Processing (ANSPDCP) can impose fines up to €20 million or 4% of global turnover.

Recent enforcement actions targeted improper consent practices and delayed breach notifications.

How should organizations handle data access requests from employees?

Businesses must respond within 30 days, providing free electronic copies of records.

Implement automated DSAR workflows in platforms like Microsoft 365 or specialized tools such as OneTrust to track and fulfill requests efficiently.

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.

Book an Online Consultation Company Formation Guide

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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.

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.

17Sep

Navigating Romanian Company Board Meetings: Key Insights

by Simona Rotaru Corporate Law

Navigating Romanian Company Board Meetings: Key Insights

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

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

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

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

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

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.

Play

What is D&O insurance and what does it protect?

Is D&O insurance mandatory for Romanian directors?

Which Romanian director-liability claims may engage the policy?

How does a D&O claim move from allegation to payment?

What does D&O insurance usually not cover?

Does D&O insurance cover insolvency, tax liability or criminal proceedings?

What should a Romanian company check before buying or renewing D&O cover?

How should D&O insurance fit with corporate governance?

The bottom line

Frequently asked questions

Reviewing D&O cover for a Romanian company?

Related guides

What does a share purchase agreement do in Romania?

Why must legal due diligence come before the SPA is finalised?

Which clauses matter most in a Romanian share purchase agreement?

How should the purchase price be structured?

What is the difference between signing and closing?

Which Romanian approvals and filings can affect closing?

Corporate approval and ONRC registration

ANAF notification and tax-debt safeguards

Merger control

Investment screening

What should happen at closing?

What limitations should apply to seller liability?

A buyer’s pre-signing checklist

The bottom line

Planning the acquisition or sale of a Romanian company?

Related guides

Frequently asked questions

Shareholder Deadlock in Romania: Exit and Remedies

What happens when Romanian shareholders can no longer make decisions?

Decision blocked

Business exposed

Exit required

How should a shareholder diagnose the deadlock?

Why must the shareholders’ agreement match the articles of association?

Articles

Shareholder agreement

Mandates

How should reserved matters and veto rights be drafted?

What escalation process should come first?

How can the company operate during the deadlock?

Which buy-sell mechanisms can resolve a deadlock?

What legal remedies exist when there is no workable clause?

Should a deadlock dispute go to court or arbitration?

Pre-signing shareholder deadlock checklist

Frequently asked questions

Related legal guides

Need a Romanian deadlock clause or exit strategy?

When can Romanian company director liability arise?

Is a Romanian company director personally liable for company debts?

What are the core duties of a Romanian company director?

A defensible director decision has four layers

How do SRL and SA director duties differ?

When can the company claim against a director?

Unauthorised transaction

Related-party benefit

Ignored compliance warning

When can insolvency create personal exposure?

The evidence trail becomes more important as liquidity deteriorates

When can a director become jointly liable for Romanian tax debts?

Can delegation, resignation or shareholder instructions remove liability?

Delegation

Resignation

Shareholder or parent-company instructions

Directors’ and officers’ insurance

Practical checklist for foreign directors of Romanian companies

The bottom line

Related corporate guides

Frequently asked questions

Do You Need a Lawyer to Start and Run a Business in Romania?

Is a lawyer required to start a company in Romania?

Filing is one task

Risk is another task

Support can be targeted

What can a founder usually handle without a lawyer?

When should you involve a business lawyer in Romania?

Before incorporation

Before signing

Before a major change