Changing Shareholders in a Romanian Company: The 2026 Legal Guide

Strategic legal consultation for complex shareholder changes in Romanian SRLs.

📹 Video Guide: Changing Shareholders in Romania

Watch this comprehensive video guide covering the essentials of shareholder changes, share transfer procedures, and key legal considerations for Romanian companies in 2026.

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At Atrium Romanian Lawyers, we handle the entire shareholder change process — from drafting documents to Trade Register submission. We advise local clients and international investors on corporate governance, share transfers, and regulatory compliance.

What Does Changing Shareholders in a Romanian Company Actually Mean?

Earlier this year, one of our long-standing corporate clients came very close to losing an important investment deal. Not because of a financial problem or a contract dispute. Because one outdated name in a shareholder register stood between the company and a signed term sheet.

Changing shareholders in a Romanian SRL (societate cu răspundere limitată, or limited liability company) means transferring părți sociale (social parts, the Romanian term for ownership stakes) from one person or entity to another. This can happen through a sale, a gift, an inheritance, or a new capital subscription. The legal result is a change in the company’s ownership structure, which must be registered with the National Trade Register Office (ONRC).

Unlike a joint-stock company (SA), where shares trade freely on the market, SRL social parts carry legal restrictions. They represent not just economic value but also voting rights, profit entitlements, and governance influence. A transfer isn’t complete until it’s properly documented and registered. Until that happens, it doesn’t exist as far as third parties are concerned.

This is also why updating the company’s Articles of Association is a mandatory step in every transfer, not an optional formality. If you’re setting up an SRL in Romania, understanding share transfer rules from day one will save you real trouble later.

A comprehensive shareholder meeting ensures alignment before any official transfer filing.

When Is Shareholder Approval Needed for a Transfer?

Under Romanian corporate law, transfers between existing shareholders don’t require separate approval unless the Articles of Association say otherwise. Transfers to outside third parties are a different matter.

Law 31/1990 on companies sets a default threshold requiring approval from shareholders holding at least three-quarters of the share capital. This default only applies when the AoA is silent on the matter.

Since Law 223/2020, shareholders have total freedom to set that approval threshold at any level they choose, directly in the Articles of Association. A company can require a simple majority of 51%, a unanimous 100%, or anything in between.

Law 223/2020 also abolished the old mandatory 30-day creditor opposition window that used to apply after publication in the Official Gazette. Before 2020, third-party transfers routinely took six to eight weeks because of that waiting period. Today, once the shareholders pass the resolution, the parties proceed directly to signing the transfer agreement and filing with ONRC.

This directly affects minority shareholder rights. A lower approval threshold in the AoA makes it easier for a majority to approve a third-party transfer over a minority’s objection. If you’re a minority shareholder, review your AoA carefully before any new investor enters the picture.

Every social part transfer must be documented by an attested or notarized agreement.

Step-by-Step: How to Change Shareholders in a Romanian Company

The process has six core steps. They must be completed in sequence, and each one demands accurate documentation.

What Changed in 2025 and 2026? New Rules You Must Know

Law 239/2025, published in Romania’s Official Gazette on 15 December 2025 and in force from 18 December 2025, introduced two new obligations for controlling stake transfers in Romanian SRLs: a mandatory ANAF notification and, where applicable, a debt guarantee requirement before the Trade Register will accept the filing.

These changes add meaningful complexity to M&A transactions and investor onboarding timelines. When planning any controlling stake transfer, you need to factor in the time required to obtain tax clearance documentation, not just the drafting and signing process.

What Are the Tax Consequences of a Share Transfer in Romania?

For individual shareholders selling their stake in a Romanian SRL, the taxable gain is calculated as the difference between the sale price and the original acquisition cost of the social parts. Under the Romanian Fiscal Code (Law 227/2015), this gain is classified as capital income.

Getting the tax side of a share transfer right starts at the structuring stage, before documents are signed. This is one of the areas where the corporate law services side of legal work and the tax side must move together.

Reservation Agreements vs. Pre-Contracts: Understanding Shareholder Approval Thresholds

Common Mistakes That Delay or Block a Share Transfer

Do You Actually Need a Lawyer to Change Shareholders in Romania?

For most transfers, Romanian law already provides the answer: yes, at minimum, for document attestation. The share transfer agreement for SRL social parts must be attested by a Romanian lawyer or authenticated by a notary. You can’t skip this step regardless of how simple the transaction seems.

Beyond that legal minimum, the honest answer is: it depends on the complexity of your situation. A straightforward sale between two existing shareholders in a clean, debt-free company with a simple AoA is manageable with proper legal support on the documents. A transfer involving a third party, a new investor, a foreign national, an unreachable shareholder, or a company with outstanding tax obligations is an entirely different matter.

It’s also worth considering whether a shareholder agreement in Romania makes sense alongside the transfer. A well-drafted SHA addresses governance, exit rights, and dispute resolution mechanisms in ways the AoA alone doesn’t cover.

The Bottom Line

Changing shareholders in a Romanian company is more than an administrative step. It changes voting rights, tax obligations, and legal relationships simultaneously.

First: Follow the correct sequence from agreement to resolution to AoA update to ONRC filing, within 15 days. Any gap in the chain creates legal exposure.

Second: Know the new rules. Law 239/2025 added ANAF notification obligations and debt guarantees for controlling stake transfers, and capital gains tax on direct share sales now stands at 16%. These rules are in force now, not coming.

Third: Build the documentation correctly the first time. The cost of fixing a rejected ONRC filing or a blocked registration is always higher than the cost of professional legal support at the outset.

Related Guides & Resources

Expand your understanding of corporate and company law in Romania with these complementary guides:

FAQ – Changing Shareholders in a Romanian Company

Pre-Contract (Antecontract) in Romania: What Every Buyer Must Know Before Signing

Professional legal review of a property pre-contract at Atrium Romanian Lawyers

📹 Video Guide: Pre-Contracts in Romania

Watch this comprehensive video guide covering the essentials of pre-contracts (antecontracte), deposit rules, the Nordis Law, and key considerations for property buyers in Romania.

Need Professional Help?

At Atrium Romanian Lawyers, we review, negotiate, and draft pre-contracts for buyers at every stage of the transaction. We advise local clients and international buyers on the implications of every clause.

What Is a Pre-Contract (Antecontract) in Romanian Law?

What is a pre-contract (antecontract) Romania and how does it relate to antecontractul de vânzare-cumpărare?

A pre-contract (antecontract) Romania, often called ”antecontractul de vânzare-cumpărare„ or „promisiunea de vânzare„, is a preliminary agreement in which the parties undertake the obligationto sell and/or buy or the obligation to purchase in the future.

In practice, un antecontract de vânzare-cumpărare it is a document that records key terms—price, subject, term of execution and conditions—so that purchase can be concluded later. 

A pre-contract in Romania is a binding preliminary agreement in which both parties commit to completing a property sale at a future date, under terms already agreed.

It creates firm legal obligations now, even though ownership only transfers when the final notarial deed is signed.

Under Romanian contract law, the pre-contract is governed primarily by Articles 1279 and 1669 of the Civil Code. Article 1279 states that a promise to contract must contain all the essential clauses of the intended final contract.

Article 1669 gives a court the power to issue a ruling that substitutes the final notarial deed if one party unjustifiably refuses to sign.

In plain terms: once you both sign a properly drafted pre-contract, neither side can simply walk away without consequences.

Lawyers and courts use the terms “antecontract,” “precontract,” and “promisiune bilaterală de vânzare-cumpărare” interchangeably. They all describe the same legal instrument under the Civil Code.

The pre-contract is not a sale. It does not transfer ownership. It creates a personal obligation to complete the sale under agreed conditions.

Is Signing a Pre-Contract Required When Buying Property in Romania?

Do I need to sign the Antecontract at the Public notary?

While a verbal promise can create obligations, for safety both parties prefer to conclude the pre-contract before a notary  in Romania, so that the document is enforceable and can include clauses regarding the transfer of ownership rights.

No, Romanian law does not make the pre-contract mandatory for property purchases.

Parties can go directly to a notary and sign the final sale deed in a single step, if they both choose to.

In practice, though, a pre-contract is used in the overwhelming majority of Romanian property transactions:

• When the buyer needs time to arrange financing
• When the seller still needs to resolve a title issue
• As the standard instrument for off-plan purchases, where the property doesn’t physically exist yet
• Banks treat it as a prerequisite for mortgage applications

Signing a pre-contract before accessing credit is standard across the Romanian residential market, as noted by the Banca Națională a României in its Financial Stability Report, which tracks mortgage lending growth tied to preliminary agreements.

If you’re a foreign buyer navigating the Romanian market for the first time, our guide on the full property purchase process in Romania is a good starting point before you sign anything.

What Must a Romanian Pre-Contract Include?

Essential clauses and documents needed before signing

A valid pre-contract must contain all the essential clauses of the intended final sale contract. Without them, the agreement may be unenforceable, or it may leave you exposed to risks that are very difficult to fix later.

Signing a pre-contract at a Romanian notary office

At minimum, every pre-contract should state:

• The full identity of both parties (name, address, and ID or registration number)
• A complete description of the property (address, surface area, cadastral number, and land book number)
• The agreed total price and currency
• The amount paid at signing as a deposit or advance
• The deadline for signing the final notarial deed
• The consequences if either party defaults
• Any suspensive conditions that must be met before the final sale proceeds

Suspensive conditions are particularly important and often poorly drafted. Common examples include mortgage approval by a specified bank deadline, completion of cadastral registration, removal of a mortgage or annotation from the land book, or the seller obtaining a succession certificate.

Before signing, always verify property ownership and check for encumbrances, annotations, or legal disputes registered against the property in the land book. This step is non-negotiable. For a deeper look, see our article on the property ownership verification process.

How Deposits and Advance Payments Work in Pre-Contracts

Romanian law distinguishes between arvuna (earnest money), regulated by Arts. 1544–1546 Civil Code, and simple advance payments (avans), which represent partial payment of the price and are governed only by general contract rules.

Understanding the legal difference between deposit types in Romanian property law

In practice, deposits in Romanian property transactions typically range from 5% to 10% of the agreed price, as confirmed by Imobiliare.ro’s 2025 market guide for off-plan purchases.

Developer penalty clauses are another area of risk. Many standard developer pre-contracts historically included symbolic delay penalties of 2% to 3% per year, which barely compensated buyers for the real cost of a late completion. This is precisely why the Nordis Law capped advance amounts and introduced construction-milestone-based payment rules.

Reservation Agreements vs. Pre-Contracts: Key Differences

Not every document you’re asked to sign before a property purchase is a full pre-contract. Real estate agencies and developers often present reservation agreements (convenții de rezervare) at an earlier stage.

Before December 2025, reservation agreements were largely unregulated in Romania. Non-refundable reservation fees were common. Buyers whose mortgage applications were rejected often lost their deposit with no legal recourse.

The consumer protection rules enforced by ANPC (Autoritatea Națională pentru Protecția Consumatorilor) already applied to standard-form reservation agreements used with consumers. Abusive clauses could be challenged under consumer law. Our article on abusive clauses in Romanian contracts covers the relevant legal framework.

What Happens If One Party Refuses to Sign the Final Contract?

Legal effects and remedies under Romanian law

If either party unjustifiably refuses to sign the final sale deed, the other party has two main options under Romanian law: claim compensation, or ask a court to substitute the contract.

Under Article 1669(1) of the Civil Code, a court can issue a ruling that replaces the final notarial deed, effectively forcing the transaction through. This is specific performance in Romanian law. It’s available when the pre-contract contained all essential clauses, the requesting party fulfilled their own obligations, and the refusal is unjustified.

The statute of limitations for bringing this action is generally three years from the date the final contract was due to be signed.

The enforceability of a pre-contract in practice depends almost entirely on how well it was drafted. Courts have dismissed enforcement claims where the pre-contract lacked a clear deadline, a precise property description, or an unambiguous agreed price.

Pre-Contracts for Off-Plan Purchases: What Changed in December 2025

Off-plan construction projects are now subject to stricter buyer protections under the Nordis Law

The Nordis Law, officially Law 207/2025, published in the Official Gazette no. 1133/08.12.2025, entered into force on 11 December 2025. It was a direct legislative response to the Nordis developer scandal, in which buyers paid large advance sums for apartments that were never delivered.

Key Protections Introduced by the Nordis Law

Developers must now satisfy a set of cumulative conditions before they can sign any promise to sell:

• The building permit must be recorded in the land book
• Each individual unit must have its own separate land book entry through preapartamentare (pre-apartmentation)
• All sale promises must be concluded in notarized form only
• The notary is required to request land book notation of the sale promise on the same day of authentication

Advance payments must go into a dedicated bank account used exclusively for the specific project. Funds can only be released based on verified construction milestones. Misuse of advance funds is punishable by a fine of 1% of the developer’s annual turnover.

How to Register a Pre-Contract in Romania’s Land Book

Land Book (Cartea Funciară) documentation and cadastral records for property notation

Registering a pre-contract in Romania’s Land Book (Cartea Funciară) as a notation is not legally mandatory for all pre-contracts, but it is strongly advisable for any buyer.

The ANCPI (Agenția Națională de Cadastru și Publicitate Imobiliară) manages the land book system in Romania. The fee for registering a pre-contract notation at the local OCPI office is approximately 75 lei.

Under the Nordis Law rules, notaries are required to request land book notation of a sale promise for off-plan units on the same day of authentication. The UNNPR (Uniunea Națională a Notarilor Publici din România) provides guidance on notarization requirements and fees for preliminary property agreements.

Under Article 906 of the Civil Code, a land book notation of a pre-contract can be cancelled if no court action is initiated within six months of the agreed deadline for signing the final deed. Our detailed guide on Land Book registration in Romania covers every step of the process.

The Bottom Line: Don’t Let “Standard” Cost You Thousands

Three things matter most when it comes to pre-contracts in Romania.

First, a pre-contract is not a formality. It creates real, enforceable obligations from the moment it’s signed. The price, the deposit type, the deadline, and the default consequences are all legally binding from day one.

Second, the Nordis Law has meaningfully improved buyer protections for off-plan purchases. But it doesn’t apply to every contractual instrument used in the market, and it doesn’t replace careful due diligence on any individual transaction.

Third, the cost of a professional legal review before signing is a fraction of what it costs to fight a bad pre-contract in court. And it’s far less than the deposit you stand to lose.

Our team at Atrium Romanian Lawyers reviews, negotiates, and drafts pre-contracts for buyers at every stage of the transaction. We advise local clients and international buyers on the implications of every clause, and we represent clients in enforcement proceedings when things go wrong.

Related Guides & Resources

Expand your understanding of property law in Romania with these complementary guides:

FAQ – Pre-Contracts (Antecontracte) in Romania

EU Pay Transparency Directive 2026: What Romanian Employers Must Know

A Practical Compliance Guide for the June 7 Deadline

The EU Pay Transparency Directive (2023/970) is a landmark regulation requiring all EU employers to disclose salary information, prohibit salary history questions, and provide gender-disaggregated pay data. By June 7, 2026, Romania must transpose this Directive into national law, forcing fundamental changes to recruitment practices, compensation structures, and pay reporting systems.

For Romanian employers with 100+ employees, mandatory gender pay gap reporting begins in 2027. For all employers, new recruitment transparency and employee information rights take effect immediately upon transposition. This guide explains what you need to do, when you need to do it, and how to prepare before Romanian implementing legislation is finalized.

Why This Matters: The Directive’s Generational Impact

The EU Pay Transparency Directive represents a fundamental shift in how employers must approach compensation. Instead of responding to individual discrimination complaints, employers must now proactively disclose pay information, systematically measure gender pay gaps, and explain or remedy any unjustified differences.

The persistent gender pay gap across the EU stands at 12–13%, representing hundreds of billions in lost earnings for women annually. The Directive eliminates the opacity that has historically concealed discrimination. Once pay data is disclosed through mandatory reporting, the burden shifts to employers to justify gaps or face enforcement action. For detailed information on the Directive’s scope and requirements, refer to the Council of the European Union’s pay transparency guidance.

For Romanian HR and legal teams, this is not merely a compliance checkbox. The Directive requires fundamental changes to how you recruit, structure compensation, evaluate job roles, and communicate with employees. Organizations that delay preparation will face compressed timelines for system upgrades, policy changes, and compensation audits once Romanian law is finalized in late 2026. Our employment law team can guide you through these changes.

Video: Understanding the EU Pay Transparency Directive

Key Deadlines: What You Need to Know

Romania must transpose the Directive by June 7, 2026. However, expect Romanian implementing legislation to be published only in late April–May 2026, leaving employers just 4–6 weeks to implement before the deadline. For comprehensive information on the Directive’s requirements and the complete legislative text, consult the official EU sources.

Reporting Thresholds by Employer Size

Important: Even if your company is under 100 employees, you must still comply with recruitment transparency, employee pay request rights, and the prohibition on salary history questions. Romania may lower the reporting threshold in its implementing legislation, so monitor draft law closely.

Romania’s Current Progress and Risks

As of January 2026, Romania has not yet published draft transposition legislation. This creates significant risks for employers:

• Delayed Clarity: Without guidance from Romanian authorities, employers must interpret Directive obligations directly
• Compressed Timeline: Only 4–6 weeks between final law and the June 7 deadline for implementation
• System Readiness: HRIS platforms, payroll systems, and recruitment tools may require urgent upgrades
• Potential Deviations: Romania may introduce stricter requirements than the EU minimum or align the Directive with existing Labour Code provisions in unexpected ways

Practical implication: Do not wait for final Romanian law to begin preparation. Start now using the Directive’s minimum requirements, knowing that national law may impose additional obligations.

Core Requirement 1: Recruitment Transparency (Applies to All Employers)

Mandatory Salary Disclosure

Employers must provide applicants with the starting salary or a salary range for the position. This disclosure must be provided before the first interview (optionally in the job advertisement). Generic terms like “competitive salary” or “negociabil” (negotiable) are insufficient.

The disclosed range must:

• Be based on objective, gender-neutral criteria
• Reflect actual compensation for the role
• Enable informed salary negotiation
• Be provided in the recruitment language (for Romania, in gender-neutral Romanian terminology)

Ensure your employment contracts and salary structures comply with Romanian requirements while meeting Directive obligations.

The Ban on Salary History Questions

Employers are prohibited from asking candidates about their current or previous pay—in any form, at any stage of recruitment. This applies to:

• Phone screens and interviews
• Application forms and background checks
• References from previous employers
• Any other recruitment contact

This prohibition is designed to prevent the perpetuation of historical pay discrimination. Instead, recruiters may discuss salary expectations aligned with the role’s requirements and objective criteria (experience, qualifications, skills). For detailed guidance on recruitment practices and employment law, consult with our team.

Gender-Neutral Job Postings

Job titles and vacancy notices must be gender-neutral. For Romanian employers, this means using terms like “Specialist” rather than gendered variants. Any AI-based screening tools must be audited to ensure non-discriminatory outcomes.

Core Requirement 2: Employee Information Rights (Applies to All Employers)

The Right to Request Pay Data

Every employee has the right to request, in writing:

• Their individual pay level
• Average pay levels for workers performing the same work or work of equal value, broken down by gender

Employers must respond within two months with information covering all remuneration components: base salary, bonuses, allowances, overtime, benefits, and other forms of pay.

This represents a significant change for Romanian companies, where employees have historically had limited rights to request comparative pay data. Our employment law specialists can help you establish compliant pay request response procedures.

Prohibition of Pay Secrecy Clauses

Any contractual clause that prevents employees from discussing pay for equal pay purposes is prohibited and unenforceable. This includes:

• Non-disclosure agreements restricting pay disclosure
• Confidentiality clauses protecting compensation information
• Disciplinary provisions threatening retaliation for discussing pay

Employers must also inform employees annually of their right to request pay information and the prohibition against retaliation. Review your existing key employment contract clauses to ensure compliance with this prohibition.

Core Requirement 3: Mandatory Pay Gap Reporting (For Employers with 100+ Staff)

What Must Be Reported

Employers with 100+ employees must report:

• Mean and median gender pay gaps (the average and midpoint difference between male and female pay)
• Gender pay gaps in variable pay (bonuses, commissions, allowances)
• Gender distribution of variable pay recipients (showing who receives bonuses)
• Gender distribution across pay quartiles (showing concentration of women/men in low and high-wage roles)
• Pay gaps by worker category (for workers doing the same work or work of equal value)
• Gender distribution in management roles (senior and junior levels)

The 5% Threshold: A Joint Pay Assessment is required if a gender pay gap of 5% or more persists for six months and cannot be justified. Gaps below 5% may be presumed justified, but the burden falls on you to prove it.

Defining “Work of Equal Value”

Work of equal value does not require identical job titles. The Directive requires assessment using four mandatory factors:

• Skills: Formal qualifications, experience, knowledge, and soft skills
• Effort: Mental, emotional, and physical exertion
• Responsibility: Scope of decision-making and authority
• Working conditions: Environment, hazards, schedule flexibility

This is particularly important for Romanian employers, where roles traditionally performed by women (administrative, customer service, teaching, care) have historically been undercompensated despite requiring substantial skill and effort. Soft skills must be valued fairly and without gender bias.

The Joint Pay Assessment: When Gaps Exceed 5%

If your gender pay gap reaches 5% or more and cannot be justified with objective criteria, a Joint Pay Assessment (JPA) becomes mandatory. A JPA is a collaborative audit conducted with worker representatives (unions or employee committees) to identify root causes and develop a remedial action plan.

Implications for Romanian Employers

Romania has active trade unions including Confederatia Nationala a Sindicatelor (CNS) and industry-specific unions. Prepare for:

• Early union engagement: Initiate dialogue with union representatives now about pay equity reviews
• Transparency demands: Unions will have legal rights to access pay-setting methodologies and compensation data
• Collective pressure: Once pay gap data becomes public (2027), unions may file collective discrimination complaints or demand wage adjustments
• Remedial negotiations: You will be required to collaborate on solutions, not make unilateral decisions

Understanding your obligations regarding employment termination and worker protections is essential during remediation discussions.

Penalties and Enforcement

The Directive requires that member states establish penalties that are effective and dissuasive. However, the Directive does not specify penalty amounts, percentages, or fixed sanction levels. The type, structure, and level of penalties will be determined exclusively by Romanian implementing legislation.

Expected enforcement mechanisms in Romanian law may include:

• Administrative fines: Amount and level to be set by Romania
• Corrective orders: Mandatory remediation plans with specific timelines
• Exclusion from public procurement: Potentially barring non-compliant employers from government contracts
• Uncapped individual compensation: Employees may sue for back pay and damages without statutory limits
• Reputational consequences: Public disclosure of pay gap reports and compliance violations

Romania’s Current Legal Framework vs. the Directive

What Romania Already Has ✅

• Prohibition of gender pay discrimination (Labour Code No. 53/2003, Article 6)
• Comprehensive equal opportunities framework (Law No. 202/2002)
• Right to sue for equal pay through labor courts
• Enforcement through labor inspectorates and the National Council for Combating Discrimination (CNCD)

What Romania Currently Lacks ❌ (Required by Directive)

• Mandatory pay transparency in recruitment
• Employee rights to request comparative pay data
• Systematic gender pay gap reporting for large employers
• 5% threshold mechanism triggering automatic audits
• Explicit prohibition on salary history questions
• Prohibition of pay secrecy clauses

The Directive will require substantial legislative change, particularly for employers with 100+ employees and multinational groups operating Romanian entities.

Interactive Compliance Timeline

Your 2026 Readiness Timeline

Key Dependency: All timelines depend on Romania’s publication of implementing legislation by late April 2026. Do not wait; use the Directive’s minimum requirements as your guide now.

Romania-Specific Compliance Considerations

Language and Documentation Requirements

For Romanian employers:

• Job postings: Must use gender-neutral terminology in Romanian (e.g., “specialist,” not gendered variants)
• Pay gap reports: Will likely be submitted in Romanian with official translations if operating in multiple languages
• Internal policies: Compensation and recruitment documentation must be prepared in Romanian and aligned with national law
• Employee communications: Annual pay transparency notices must be provided in Romanian

Multinationals Operating in Romania

If your parent company is in another EU country:

• Group alignment: Align Romanian compensation architecture with group-wide standards for consolidated reporting
• Legislative monitoring: Monitor Romanian draft law closely—it may differ from other EU countries
• Separate compliance: Prepare separate documentation if national law introduces deviations
• Payroll segregation: Ensure HRIS can generate reporting by geographical location (Romania vs. other countries)

Union and Worker Representative Engagement

Initiate early dialogue with:

• Confederatia Nationala a Sindicatelor (CNS)
• Industry-specific unions (IT, healthcare, manufacturing, education)
• Existing works councils or employee committees

Key discussion points:

• Pay equity review methodology
• Remediation approaches and compensation adjustments
• Role in Joint Pay Assessment processes
• Transparency about pay-setting logic and job evaluation systems

Frequently Asked Questions

Romania Debt Rescheduling 2026: Law 239/2025 Explained

Romania is entering a more restrictive fiscal environment in 2026 following the adoption of Law no. 239/2025, published in the Official Gazette no. 1160 of December 15, 2025 and effective as of December 18, 2025.

The reform forms part of a broader effort to strengthen budgetary discipline and improve tax collection, in line with Romania’s European fiscal commitments.

While formally structured as amendments to the Fiscal Procedure Code, the new rules introduce material changes to the practical functioning of tax debt rescheduling.

Mechanisms previously characterized by reduced guarantees and extended tolerance periods have been replaced by stricter eligibility criteria, enhanced enforcement safeguards for the tax authority, and increased personal involvement of individuals controlling indebted companies.

Key Takeaways for Romanian Taxpayers in 2026

• Personal Guarantees in Classic Rescheduling: Article 193¹ introduces a mandatory fideiusiune (personal guarantee) for classic tax rescheduling, creating a contractual extension of liability for the guarantor for the duration of the arrangement.
• Restricted Access to Simplified Rescheduling: Simplified rescheduling remains available only for lower debt thresholds (up to 400,000 lei for companies and 100,000 lei for individuals) and is subject to higher interest costs.
• Shortened Compliance Period: The maximum delay for settling current tax obligations during a rescheduling plan has been reduced from 180 days to 60 days.
• Expanded Fiscal Inactivity Grounds: Failure to maintain a Romanian payment account or submit financial statements may lead to fiscal inactivity status and subsequent administrative procedures.
• Increased Digital Oversight: SAF-T, e-Factura, and e-VAT reporting data are increasingly used in compliance assessments and rescheduling analyses.

1. Macroeconomic Background of the Reform

Law no. 239/2025 must be viewed within Romania’s broader macroeconomic context.

Analyses published by the National Bank of Romania and the Fiscal Council point to persistent budget deficits, reduced fiscal space, and rising public debt servicing costs.

In prior years, simplified tax rescheduling was frequently used by companies as a liquidity management tool.

The revised framework signals a policy shift toward ensuring predictability of revenue collection and limiting prolonged reliance on deferred payment of public obligations.

For more information on how this affects business planning, consult our corporate law services or see our company formation guide.

2. Personal Guarantees and Contractual Extension of Liability

The most significant change introduced by Law 239/2025 is Article 193¹ of the Fiscal Procedure Code, which requires the submission of a personal guarantee (fideiusiune) in classic tax rescheduling arrangements.

This mechanism does not abolish the principle of limited liability under company law. Instead, it creates a contractual exception whereby a natural person assumes personal liability toward the tax authority for the fulfillment of the rescheduling obligations.

For detailed guidance on this mechanism, consult the National Agency for Fiscal Administration (ANAF) official guidance.

Who May Be Requested to Guarantee

In practice, tax authorities may require the guarantee to be provided by the individual exercising effective control over the company, typically corresponding to the Ultimate Beneficial Owner (UBO) as defined under Law no. 129/2019 on the prevention and combating of money laundering.

For guidance on shareholder responsibilities, see our shareholder rights guide or shareholder agreement documentation. Guarantees from individuals without substantive decision-making authority may be subject to additional scrutiny.

Legal Form and Enforcement Effects

The fideiusiune must be executed in authentic (notarial) form.

Under Romanian law, such instruments generally qualify as enforceable titles. In the event of default, enforcement measures may be initiated in accordance with the Fiscal Procedure Code and applicable procedural safeguards, depending on the nature of the assets involved.

Applicable Deadlines

The law introduces relatively short timeframes for submitting guarantees, ranging from several days following issuance of the fiscal attestation certificate to longer periods following preliminary approval.

Failure to comply may result in rejection of the rescheduling request and continuation of standard collection procedures.

For timely coordination with notaries, review the Romanian Notaries Chamber resources.

3. Simplified Rescheduling: Thresholds and Conditions

Simplified rescheduling under Article 209¹ remains available, but under narrower eligibility criteria than in prior years.

Applicable Monetary Limits

• Legal entities: 5,000 – 400,000 lei
• Individuals and unincorporated entities: 500 – 100,000 lei

Debts exceeding these thresholds generally require classic rescheduling, involving additional documentation, financial analysis, and guarantees.

For legal entities, simplified rescheduling is typically available only if the company has been established for at least 12 months.

Learn more about ANAF rescheduling procedures.

Cost of Rescheduling: The interest applicable to simplified rescheduling is approximately 0.02% per day (around 7.3% annually), reducing its attractiveness as a long-term financing substitute.

Compare this with traditional bank lending rates.

4. Ongoing Compliance and the 60-Day Rule

Once a rescheduling plan is approved, taxpayers must remain current with all new tax obligations.

Law 239/2025 reduces the maximum delay for settling such obligations from 180 days to 60 days.

Non-compliance may lead to termination of the rescheduling arrangement, acceleration of outstanding amounts, and potential activation of guarantees, subject to administrative confirmation and procedural rights.

See our compliance monitoring section below.

5. Fiscal Inactivity and Administrative Consequences

The reform expands the grounds on which a taxpayer may be declared fiscally inactive, including:

1. Failure to maintain a payment account in Romania or with the State Treasury;
2. Failure to submit annual financial statements within statutory deadlines.

If inactivity persists, the tax authority is required to initiate procedures that may include insolvency or dissolution proceedings, in accordance with applicable legal frameworks.

For insolvency matters, review the Insolvency Law.

6. Digital Reporting and Compliance Monitoring

Romania’s tax administration increasingly relies on digital reporting systems such as SAF-T, e-Factura, and e-VAT.

These systems provide standardized accounting and transactional data used to assess compliance behavior, financial indicators, and risk profiles.

While the law does not mandate automatic decisions based solely on digital data, such reporting plays an important role in administrative analysis and verification processes.

Ensure your company’s digital compliance documentation is up to date.

7. Sectoral Impact and Transactional Considerations

Certain sectors—such as construction, retail, and pharmaceuticals—may face additional challenges due to longer commercial payment cycles combined with the shortened fiscal compliance timelines.

In transactional contexts, including share transfers and reorganizations, outstanding tax liabilities may attract increased scrutiny.

Notification obligations and guarantees may be required for tax debts to remain opposable following ownership changes.

For M&A considerations, consult our transactional structuring guide.

Frequently Asked Questions

The Developer’s Checklist: Mastering Construction Contracts & Works Agreements in Romania

Navigating the intricacies of construction contracts in Romania requires a comprehensive understanding of Romanian law and the specific nuances of the construction sector.

This guide serves as a checklist for developers and investors involved in construction projects in Romania, offering insights into construction contracts, works agreements, standard forms, and key considerations for successful project execution.

Need Professional Help?

At Atrium Romanian Lawyers, we assist clients with corporate & commercial law, construction contracts, works agreements, and construction dispute resolution.

Understanding Construction Contracts in Romania

Definition and Importance of Construction Contracts

A construction contract in Romania is a legally binding agreement, typically classified under Romanian law as a works agreement (contract de antrepriză), between two or more parties that outlines the scope of construction work, the obligations of each party, and the payment terms.

The object of the contract is to define the responsibilities and rights concerning a construction project, in accordance with the Romanian Civil Code.

Construction contracts in Romania are crucial for establishing project expectations, allocating risk, and providing a contractual framework for dispute resolution under Romanian law.

As a specialized subset of contract law in Romania, construction agreements must comply with mandatory civil law provisions while addressing sector-specific requirements.

Types of Construction Contracts in Romania

Several types of construction contracts are used in Romania, depending on project structure and risk allocation.

These include design and build contracts, EPC contracts, and contracts based on standard forms such as FIDIC contracts.

Understanding these distinctions is important for selecting an appropriate contractual framework for a construction project in Romania.

The chosen contract type influences procurement strategies, risk management, and project governance, including compliance with public procurement procedures where applicable.

For property and real estate development, proper contract selection is essential to protect your investment.

Standard Forms of Construction Contracts

Use of Standard Contract Templates

In Romania, standard forms of construction contracts are frequently used, particularly in complex or international construction projects.

These contracts are often based on international models and offer familiarity for foreign investors and contractors.

Standard construction contracts must be reviewed and, where necessary, amended to ensure compliance with mandatory Romanian civil law provisions and project-specific legal requirements.

Their use does not override Romanian law, particularly in public construction projects.

FIDIC Contracts in Romania

Are FIDIC contracts enforceable in Romania? Yes, provided they comply with mandatory Romanian civil law and public procurement rules where applicable.

FIDIC contracts, developed by the International Federation of Consulting Engineers, are widely used in Romania, particularly for infrastructure and publicly funded projects.

Romanian law does not formally recognize FIDIC as a legal standard, but FIDIC-based contracts are enforceable when compliant with mandatory Romanian law.

In public procurement contexts, FIDIC provisions are frequently substantially amended by statute, especially in relation to variations and claims, payment mechanisms, engineer’s role, and dispute resolution.

Key Aspects of Works Agreements in Romania

Essential Elements of a Works Agreement

A works agreement in Romania should clearly define the object of the contract, including the scope of construction work, timelines, and technical requirements.

While Romanian law does not impose a fixed list of essential clauses, clarity on payment schedules, variation procedures, liability for defects, and dispute resolution mechanisms is essential for proper contract performance.

Performance bonds or guarantees may be included where required by the parties, lenders, or public authorities, but they are not mandatory elements under Romanian civil law.

Parties Involved in Construction Agreements

Construction agreements in Romania typically involve the beneficiary (beneficiar), the contractor (antreprenor), and, where applicable, subcontractors performing specialized construction work.

In public construction projects, the beneficiary is a contracting authority, and the involvement of parties is governed by public procurement legislation, which may restrict contractual freedom and impose mandatory clauses.

Contractual Obligations and Rights

Romanian construction contracts must clearly define the contractual obligations and rights of the parties.

These include obligations relating to execution of construction work, payment of the contract price, cooperation, and compliance with technical and legal standards.

Both parties have rights under Romanian law, including the right to claim damages, penalties, suspension, or termination in case of breach, subject to the Romanian Civil Code.

Navigating Romanian Construction Law

Overview of Romanian Construction Regulations

Construction projects in Romania are subject to a regulatory framework covering zoning, building permits, safety standards, and technical compliance.

Romanian law governs these requirements, and non-compliance may lead to administrative sanctions or suspension of works.

Investors involved in construction projects in Romania must ensure compliance with applicable construction regulations to avoid delays or legal complications.

Before commencing any construction work, ensure that proper cadastral documentation and property ownership verification are in place, as these form the legal foundation for obtaining construction permits.

Public Procurement Procedures in Construction

Public procurement procedures for construction work in Romania are governed primarily by Law no. 98/2016 on public procurement and related secondary legislation, which transpose EU procurement directives into Romanian law.

These procedures impose mandatory rules regarding contract award, performance guarantees, amendments, and payment mechanisms.

Compliance with public procurement procedures is essential for contractors participating in public construction projects in Romania.

Construction Disputes in Romania

Common Sources of Disputes

Construction disputes in Romania commonly arise from contract interpretation, payment issues, variations, delays, or construction work quality.

Understanding these risk factors helps developers and contractors mitigate conflicts throughout the project lifecycle.

Dispute Resolution Mechanisms

Construction contracts often include dispute resolution clauses providing for litigation before Romanian courts or arbitration, in accordance with Romanian civil law.

Romania is a party to the New York Convention, enabling enforcement of foreign arbitral awards, subject to public policy limits.

When construction disputes arise, litigation and dispute resolution services can help protect your interests.

Can international arbitration be used in Romanian construction contracts? Yes. Romania is a party to the New York Convention, allowing recognition and enforcement of arbitral awards, subject to public policy exceptions and statutory limits in public contracts.

Effective Contract Management Strategies

Construction Contract Management Best Practices

Effective management of construction contracts in Romania requires careful drafting, monitoring of performance, and proper documentation of variations and claims.

A well-managed construction contract helps mitigate risks related to time overruns, cost increases, and disputes, protecting both parties throughout the construction project.

Risk Management in Construction Contracts

Risk management in Romanian construction contracts involves identifying and allocating risks related to design, ground conditions, regulatory changes, and force majeure events.

Romanian law allows contractual risk allocation, subject to mandatory statutory limits and public policy considerations.

Dispute Avoidance and Resolution Techniques

Clear contractual clauses, regular communication, and proactive management can reduce the risk of construction disputes in Romania.

When disputes arise, mediation or arbitration may offer efficient alternatives to litigation, depending on the contractual framework and project type.

Specialized Contract Types in Romanian Construction

EPC Contracts: Structure and Implications

EPC contracts in Romania are commonly used for large-scale and infrastructure projects.

These contracts allocate significant responsibility to the contractor for design, procurement, and execution.

However, under Romanian law, risk transfer is not absolute, and liability remains subject to statutory limitations, force majeure provisions, and agreed contractual caps.

Design and Build Contracts in Romania

Design and build contracts are widely used in Romania, particularly in private construction projects.

Under this model, a single contractor assumes responsibility for both design and construction, based on employer-defined requirements.

This contractual approach reduces coordination risks when properly structured and provides clear accountability for project delivery.

Useful Resources & Links

Related Guides & Resources

Expand your understanding of construction and property law in Romania with these complementary guides:

FAQ – Construction Contracts & Works Agreements in Romania

Conclusion: Mastering Construction Contracts in Romania

Construction contracts and works agreements in Romania require careful legal and commercial planning.

Developers and contractors must understand Romanian construction law, select appropriate contract types, manage risks, and ensure regulatory compliance.

Early involvement of legal and technical advisers is essential for minimizing construction disputes in Romania and ensuring successful project delivery.

Service Contract Requirements Romania – What Every Provider Must Include by Law

Service contracts in Romania must meet specific legal requirements under Government Order 21/1992 and related consumer protection laws. This comprehensive guide explains what Romanian law requires for valid service contracts, how ANPC enforces these rules, and what happens when businesses fail to comply.

Need Professional Help?

At our law firm, Atrium Romanian Lawyers, we assist clients with corporate & commercial law, contract drafting, and consumer protection advisory.

Test Your Service Contract Compliance

Use our interactive compliance checker below to verify that your service contract meets all Romanian legal requirements. This tool guides you through the 12 mandatory elements and helps you avoid ANPC penalties ranging from RON 2,000 to RON 100,000.

What Is a Service Contract Under Romanian Law?

Legal Definition

Under Romanian law, a service contract (contract de servicii) is an agreement where one party (the service provider) undertakes to provide specific services to another party (the consumer) in exchange for payment. Service contracts are governed by the Romanian Civil Code (Articles 1851-1874), Government Order 21/1992 on consumer protection, and Law 296/2004 (Consumer Code).

Types of Services Covered

Romanian service contract regulations apply to telecommunications and internet services, banking and financial services, utility services, professional services, maintenance and repair services, installation and delivery services, educational and training services, healthcare services, and transportation services.

Are Service Contracts Mandatory in Romania?

Yes, written service contracts are mandatory for most consumer-business transactions in Romania. According to Government Order 21/1992, service providers must formalize their agreements with consumers in writing, particularly when the service involves recurring payments, the contract duration exceeds 30 days, or the total value exceeds RON 100.

Mandatory Elements: What Must a Romanian Service Contract Contain?

1. Party Identification Requirements

Every service contract must clearly identify both parties. The service provider must include their legal business name, unique registration code (CUI), trade register number, physical headquarters address, and contact information. The consumer must include their full legal name, personal identification number (CNP) for individuals, and contact address.

2. Service Description Requirements

Contracts must provide detailed specifications including the exact nature of services, quality standards and performance metrics, delivery timeline and schedule, geographic service area, equipment or materials included, and technical specifications. According to ANPC regulations, vague or ambiguous service descriptions are considered non-compliant.

3. Pricing and Fee Disclosure

Complete transparency on all costs is mandatory. This includes the base service price, all additional fees (connection, activation, installation), taxes and surcharges (VAT, excise duties), recurring charges (monthly, annual), variable costs (usage-based fees), penalty fees (late payment, early termination), currency, payment methods accepted, and billing cycle and due dates. Key requirement: Prices must be displayed in 10-point font or larger.

4. Contract Duration and Renewal Terms

Contracts must specify the start date of service provision, contract duration (fixed term or indefinite), automatic renewal conditions, notice period for termination, early termination rights and associated costs, and grace periods if applicable.

5. Modification and Amendment Procedures

Romanian law requires clear procedures for contract changes. Service providers must provide 30 days written notice before any unilateral changes, specify the exact changes to terms or pricing, inform consumers of their right to reject changes, and allow penalty-free termination if consumer refuses modifications.

6. Service Suspension and Termination Rules

Contracts must outline conditions for service suspension by provider, consumer notification requirements (15 days advance notice), consumer’s right to unilateral termination (30 days notice, no penalties), provider penalties for failing to deliver promised services, refund procedures for prepaid services, and equipment return requirements.

7. Consumer Protection Clauses

Mandatory consumer rights provisions include withdrawal right (14 days for distance contracts), warranty and guarantee terms, complaint and dispute resolution procedures, service quality standards, compensation for provider-caused damages, data privacy protections, and right to refuse data processing for marketing purposes.

8. Liability and Indemnification

Contracts must clearly state the service provider’s liability for non-performance, consumer compensation rights for damages, force majeure provisions, and limitation of liability clauses that must be reasonable and non-abusive.

9. Dispute Resolution Mechanisms

Required information includes complaint filing procedures, internal complaint handling timeline, alternative dispute resolution (ADR) options, ANPC contact information, and court jurisdiction.

Penalties for Non-Compliant Service Contracts

Fine Structure

Additional Penalties

Beyond monetary fines, penalties can include temporary service suspension until compliance, permanent product/service withdrawal from market, publication of violation on ANPC website, consumer compensation orders, and court-ordered contract modifications.

Prohibited Abusive Clauses Under Romanian Law

Law 193/2000 on unfair contract terms prohibits clauses that exclude or limit provider liability for damages, allow unilateral price increases without justification, bind consumer while making provider obligations conditional, impose disproportionate penalties on consumers, extend contract automatically without clear terms, restrict consumer’s right to legal action, or transfer provider obligations to third parties without consent.

Legal consequence: Abusive clauses are automatically void, even if signed by the consumer.

Consumer Rights in Romanian Service Contracts

Core Consumer Rights

Under Government Order 21/1992, consumers have the right to complete, accurate information about services, unilateral contract termination (30 days notice, no penalties), protection against unfair terms, compensation for damages caused by provider, refuse data sharing for marketing, alternative dispute resolution, and 14-day withdrawal period for distance contracts.

Withdrawal Right (Distance Contracts)

For services purchased online or off-premises, you have a 14-day cooling-off period from contract signing with full refund for unused services. No justification is required and no penalties apply for exercising the withdrawal right, except for services fully performed with consumer’s advance consent.

Recent Legal Updates (2024-2025)

Emergency Government Ordinance 58/2022

Key changes effective May 28, 2022 include increased fines for abusive clauses, 3-year statute of limitations for ANPC sanctions, and enhanced powers to remove abusive clauses from all contracts.

ANPC Order 539/2024: “Shrinkflation” Rules

New requirements effective October 10, 2024 require businesses to inform consumers of product size/weight reductions, provide specific labeling for reduced quantities, and face penalties for non-disclosure.

Law 243/2024: Consumer Credit

New protections effective November 27, 2024 include limited total cost of credit, interest rate caps, and enhanced disclosure requirements.

Useful Resources & Links

FAQ – Service Contract Requirements in Romania

Register Your Company Name in Romania

If you’re considering starting a business in Romania, registering your company name with the National Trade Register Office (ONRC) is the essential first step. For 2025, the process is streamlined, affordable, and can be completed entirely online within one business day.

On this page, you’ll find a clear, step-by-step guide to registering a company name in Romania, expected timelines, key requirements, common challenges, and how to proceed to full company formation in Romania. This article is ideal for entrepreneurs, both domestic and international, who want a swift name registration process with confidence in their business identity.

Need Professional Help?

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

What Does It Mean to Register a Company Name in Romania?

Registering a company name in Romania means officially reserving a unique business name with the National Trade Register Office (ONRC). This reservation protects your chosen name and establishes your business identity for legal purposes.

The name registration process is separate from full company formation in Romania. Registering your company name is the first essential step in establishing a business in Romania. It creates an official record proving you have the exclusive right to use that specific business name while you complete the remaining registration requirements.

Romanian law requires that every business operating in the country must have a unique, officially registered name. This prevents business name duplication and protects consumers who need to identify the companies they work with. The registration creates a public record accessible through the ONRC database, allowing anyone to verify company information.

Why Register a Company Name in Romania?

Legal Protection and Exclusivity

Registering your company name provides legal protection ensuring no other business in Romania can use an identical or confusingly similar name. This exclusivity applies nationwide throughout all of Romania, not just in your local jurisdiction.

Without name registration, another entrepreneur could establish a competing business with a nearly identical name, damaging your brand reputation and creating customer confusion. Name registration prevents this conflict by establishing priority rights to your chosen business name.

Prerequisite for Full Company Registration

Romanian law requires name reservation before you can complete full company formation. You cannot file incorporation documents with the ONRC without proof of a reserved company name. The name reservation certificate is mandatory documentation in your full registration packet.

This requirement ensures business names are verified for availability and legal compliance before companies are officially established. It prevents entrepreneurs from investing time and resources into incorporation only to discover their chosen name is unavailable.

Public Record and Brand Establishment

Registration creates an official public record establishing your business identity in Romania’s commercial registry. This official record builds credibility with customers, suppliers, banks, and government authorities.

When your company name appears in the ONRC registry, it becomes easier for business partners to verify your legitimate status. This public recognition helps establish your brand presence in the Romanian market.

Compliance with EU and Romanian Law

Registering your company name ensures compliance with Romanian legal requirements under Law 31/1990 (regarding limited liability companies and joint-stock companies) and Law 265/2022 (regarding trade register procedures). These laws govern how businesses must register and operate in Romania.

Meeting these legal requirements from the beginning protects your business from regulatory penalties and ensures your company can legally conduct business operations. For information on EU legal procedures, you can consult the European e-Justice Portal which provides guidance on civil procedures across member states.

Key Requirements for Registering a Company Name in Romania

Name Must Be Unique

Your chosen company name must be unique compared to existing Romanian companies and distinctive (not too general). The ONRC database contains records of all previously registered companies, and your name cannot match any existing business name.

If an existing company is named “Tech Solutions SRL,” you cannot register “Tech Solutions Ltd” or similar variations. The names must be sufficiently different that they are not too similar. The ONRC’s automated system checks for similarity and rejects applications when proposed names conflict with existing registrations.

Name Must Contain at Least One Romanian Word

The company name must include at least one word in Romanian. This requirement means your company name cannot consist entirely of foreign language words.

For example, “International Business Solutions” would not be acceptable because it contains no Romanian words. However, “International Solutions SRL” would be acceptable because “SRL” (the Romanian abbreviation for Limited Liability Company) satisfies this requirement. Alternatively, you could use “Business Solutions Internațional SRL” incorporating a Romanian language element.

Name Cannot Contain Restricted Words

Words such as “scientific,” “academy,” “university,” “scholar,” or “school,” or their derivatives are restricted and can only be included if the Government Secretariat or Prefecture’s Office provides authorization.

These restricted words are protected to maintain academic and scientific institution credibility. If your business requires using any restricted terminology, you must obtain special authorization from government authorities before your name can be approved.

Name Must Not Mislead About Business Nature

Your company name cannot mislead about your actual business activities or suggest false connections to government authorities. For example, if your company provides marketing services, you cannot name it “Health Ministry Consultants” as this would mislead customers about your business nature and falsely suggest government affiliation.

Name Should Be Sufficiently Long and Descriptive

It is recommended to use at least 2-3 words for the company name to ensure it is distinctive and not too short. Very short names like “Tech Ltd” or “Solutions SRL” are harder to distinguish from other companies and may face rejection.

Longer, more descriptive names help the ONRC system distinguish your company from others and reduce the risk of rejection due to similarity concerns.

The Step-by-Step Process to Register a Company Name in Romania

Step 1: Prepare Three Name Options

Before accessing the ONRC system, prepare at least three preferred company names in order of preference. This preparation ensures that if your first choice is unavailable, you have backup options ready to submit.

When selecting names, consider your business activities, target market, and brand identity. Verify mentally that each name meets the requirements: contains at least one Romanian word, is unique, and doesn’t use restricted terminology.

Step 2: Check Name Availability Online

Visit the National Trade Register Office (ONRC) website portal and use the online verification tool to search for existing businesses with similar names.

This preliminary search takes minutes and allows you to verify whether your preferred name is likely available before formally submitting the application. The ONRC database contains all registered companies, enabling you to check for duplicates or confusingly similar names.

Step 3: Access the ONRC Online Portal

Visit the official ONRC online portal. The portal provides digital access to name reservation services.

You will need to create an account or log in with existing credentials. The ONRC portal requires you to provide basic information including your identity details, contact information, and business information.

Step 4: Submit the Name Reservation Application

Log in to the ONRC platform, access the “Company Name Reservation” section from the main menu, read the personal data processing information notice, and press the “I have been informed” button to proceed.

In the application form, list your three preferred company names in order of preference. The online verification tool will search for existing businesses with similar names, and name verification and reservation works nationwide, not just in your registration county.

Step 5: Electronically Sign the Application

Electronically sign the application using a qualified digital signature issued by an accredited provider in Romania, ensuring that the signed document retains the exact same title as before signing.

Foreign applicants without Romanian digital signature certificates can alternatively submit applications through a representative with power of attorney or complete the process in person at an ONRC office.

Step 6: Submit the Signed Application

After signing the application, press the “Submit” button to send the request to the ONRC. The verification and approval process is automated and takes place quickly.

The ONRC system processes submitted applications in automated verification workflows, checking name availability and legal compliance. Most applications receive decisions on the same business day.

Step 7: Receive Your Name Reservation Certificate

Once approved, your name reservation stays valid for three months, giving you time to finish the remaining registration steps.

To obtain proof of name reservation, access the relevant section of your account and click the “Update Request” button, then download and keep the name reservation proof to use in the next steps of the registration process. The reservation certificate is an essential document proving you have reserved the name and must be included when filing full company incorporation documents with the ONRC.

Timeline for Registering a Company Name in Romania

The name reservation process is remarkably fast. The Trade Registry usually processes name reservations within one working day, and sometimes the same day.

Once you submit a complete, properly formatted application through the ONRC portal, you typically receive approval or rejection within 24 hours. Some applications are processed within hours on the same business day.

Your name reservation stays valid for three months, giving you time to finish the remaining registration steps. This three-month window allows you to prepare incorporation documents, open bank accounts, and complete other registration requirements without losing your reserved name.

If you don’t complete full company incorporation within three months, you must repeat the name reservation process with a new application.

Costs Associated with Registering a Company Name in Romania

Official ONRC Fee

The official ONRC fee for company name reservation is minimal and costs approximately EUR 5-10 (approximately 50-100 RON). This fee covers the automated verification and reservation process through the ONRC system.

This low cost makes name registration accessible to entrepreneurs at any startup stage. The fee is typically paid electronically through the ONRC portal when you submit your application.

Additional Optional Costs

If you work with a legal professional to assist with name registration, professional fees typically range from EUR 50-150. Many entrepreneurs complete name registration independently using the online portal to avoid these additional costs.

If you require document translation services (for example, if you are a foreign individual and need documents translated into Romanian), translation costs range from EUR 25-75 per document.

Common Challenges When Registering a Company Name in Romania

Similar Names Being Rejected

The most common challenge entrepreneurs face is discovering their preferred name is unavailable or too similar to existing registered companies. Finding unique names is getting harder, so it’s best to prepare about five alternative options.

If your first-choice name is rejected, you can immediately submit applications for your backup names. Having multiple options prepared prevents delays in the registration process.

Incorrectly Formatted Applications

Applications missing required information, improperly formatted, or lacking required declarations are rejected and must be resubmitted. Common errors include failing to include at least one Romanian word, not listing three name choices, or missing notarization requirements for foreign applicants.

Name Containing Restricted Terms

If your proposed name contains restricted words like “academy” or “university,” approval requires special authorization from government authorities. This authorization process delays name registration by several weeks.

Special Characters or Formatting Issues

The ONRC system has specific formatting requirements. Names containing special characters, unusual punctuation, or non-standard characters are sometimes rejected. The system prefers standard letters, numbers, and basic punctuation marks.

What Happens After Your Company Name Is Registered?

Three-Month Timeline to Complete Registration

After your name is reserved, you have exactly three months to file complete company incorporation documents with the ONRC. This deadline is firm—if you don’t complete incorporation within three months, the name reservation expires and you must repeat the reservation process.

Next Steps in Company Formation

With your reserved name confirmed, you proceed to complete your company formation by preparing incorporation documents including the Articles of Association, designating your registered office address, arranging share capital deposits, and preparing all required supporting documentation.

Our comprehensive guides on company formation in Romania and how to start a Limited Liability Company (SRL) in Romania cover all remaining steps after name registration, including capital requirements, document preparation, and ONRC filing procedures.

Failed Name Approval at Final Registration

In some cases, even though your name is reserved, the ONRC judge may ultimately reject the name when you file full incorporation documents. If this occurs, you must start over with a new company name reservation.

To minimize this risk, it’s advisable to submit multiple name options during the reservation phase, providing the ONRC with alternatives if the judge later identifies issues with your primary choice.

How Atrium Romanian Lawyers Can Help

Atrium Romanian Lawyers provides comprehensive support for company name registration and full company formation in Romania. Our team:

• Conducts thorough name availability research to identify optimal business names
• Prepares and submits name reservation applications through the ONRC portal
• Guides you through complete company formation procedures after name reservation
• Ensures compliance with all Romanian legal requirements
• Provides representation before ONRC if issues arise during registration
• Advises on business structure selection and registration strategy

As established experts in Romanian company law since 2003, Atrium understands the nuances of ONRC procedures and has successfully registered thousands of company names for both Romanian citizens and foreign investors across all sectors.

Key Takeaways for Registering a Company Name in Romania

Registering your company name in Romania is the essential first step in establishing a business. The process is streamlined, affordable, and quick—typically completed within one business day through the ONRC online portal.

Your reserved name remains valid for three months, providing sufficient time to complete full company incorporation. Prepare multiple name options to account for availability, ensure your chosen name includes at least one Romanian word, and avoid restricted terminology.

With your name successfully reserved, you can proceed confidently to incorporate your company knowing your business identity is legally protected and officially recognized in Romania’s commercial registry. The National Trade Register Office (ONRC) maintains all official records and documentation of registered business names throughout the country.

FAQ – Registering a Company Name in Romania

Related Company Formation & Startup Resources

To support your journey in registering company names and establishing startups in Romania, explore these comprehensive guides:

• Company Formation in Romania — Overview of all business structures and formation process
• How to Start a Limited Liability Company (SRL) in Romania – Updated for 2025 — Complete SRL formation guide
• How to Set Up a Limited Liability Company in Romania — Step-by-step SRL setup
• Remote Company Formation in Romania – Digital Process 2025 — Online and remote registration options

How to Start a Limited Liability Company (SRL) in Romania – Updated for 2025

Understanding SRL Formation in Romania

Successfully navigating the SRL registration process in Romania demands a clear understanding of both local and EU regulations. As an expert legal services provider, we can assist you in understanding the full scope of requirements and procedures. Our goal is to provide the best legal solutions, ensuring effective strategies for company formation in Romania. Learn more about our corporate law services.

What is an SRL?

An SRL (Societate cu Răspundere Limitată), or Limited Liability Company, is a business structure where the liability of shareholders is limited to their capital contribution. This structure is one of the most popular and practical routes for entrepreneurs in Romania, offering both flexibility and legal protection.

The Landscape of Business Formation in Romania

Romania’s economic landscape presents significant opportunities for business formation. Understanding the current trends, regulations, and requirements is crucial for both domestic and international entrepreneurs. The legal framework has been refined for 2025, with greater clarity around capital requirements, registration steps, and foreign investor issues.

Types of Business Structures: SRL vs. SA vs. PFA

In Romania, businesses can be structured in several ways:

• SRL (Limited Liability Company), which is flexible and suitable for most startups and SMEs.
• SA (Joint-Stock Company), typically required for large enterprises with minimum capital requirements.
• PFA (Sole Proprietorship), suited for very small operations but without separate legal entity protection.

The type of business structure influences the registration process and available options, requiring tailored strategies.

Legal Framework for SRL Formation

Key Legislation Governing SRL Registration

The SRL formation process in Romania is governed by a comprehensive set of laws and regulations designed to protect both creditors and shareholders. Key legislation includes the Civil Procedure Code and regulations from the National Register of Commerce (ONRC). Understanding these laws is essential for effective company formation in Romania. For detailed information on procedures, refer to the European e-Justice Portal.

Role of Corporate Law Specialists

A corporate law specialist plays a crucial role in navigating the complexities of SRL formation in Romania.

These legal professionals provide expert guidance on registration procedures, handle ONRC submissions, and develop tailored strategies for company formation. At Atrium Romanian Law Office, experienced lawyers understand the nuances of Romanian law. This ensures that all procedures are both effective and compliant with current regulations, maximizing the chances of successful SRL establishment.

Understanding Capital Requirements

For 2025, the minimum share capital requirement has been effectively abolished for SRLs. Founders can declare any amount they deem appropriate. However, proposed legislative reforms may reintroduce minimum capital thresholds (around 8,000 RON) for new incorporations from January 2026 onwards. Understanding these requirements is crucial for proper company structuring.

Step-by-Step Process to Form an SRL in Romania

The SRL formation process in Romania involves several key phases designed to maximize your chances of successful registration. Whether through streamlined online procedures or in-person submissions, understanding each phase is critical.

Phase 1: Preliminary Planning & Name Reservation

The first step in SRL formation is careful planning and name reservation. This involves:

• Choosing the SRL form and ensuring it fits your business model
• Proposing 2–3 name options and checking availability via ONRC portal
• Reserving the name with the trade-registry
• Selecting your registered office address and gathering proof
• Determining business activities (CAEN codes) carefully

Phase 2: Drafting Documents & File Preparation

Once planning is complete, prepare all necessary documentation:

• Prepare Articles of Association outlining company details
• For foreign shareholders: prepare apostilled copies and Romanian translations
• Open a temporary bank account for capital deposit
• Ensure all documentation is signed, notarized and in correct format

Phase 3: Submission to Trade Registry (ONRC)

Submit your file to ONRC through the following steps:

• Submit file to ONRC (in person or via online portal)
• Pay the state registration fee (approximately €50)
• ONRC reviews file; certificate typically issued within 3 working days
• Company is legally established; commence business activities (subject to licenses)

Phase 4: Post-Registration Formalities

After registration, complete these essential formalities:

• Deposit declared capital in bank
• Register for tax purposes with ANAF
• Submit VAT registration if turnover exceeds threshold (EUR 88,500)
• Open regular business bank account
• Apply for sector-specific licenses/permits if required

Phase 5: Begin Operation & Compliance

Ensure ongoing compliance with:

• Register for accounting and payroll services
• File annual financial statements with ONRC
• Ensure ongoing compliance with statutory deadlines
• Report any changes in capital, address, administrators or business activity

Timeline & Cost Expectations (2025)

Typical Timeline: 5-10 working days for complete SRL setup

Typical Costs: €300-€800 (varies depending on legal fees, translations, notarization, and sector-specific requirements)

Actual costs vary widely depending on legal advisor fees, translation/notary costs for foreign shareholders, virtual office fees, bank requirements, and regulatory licenses needed.

Advantages of an SRL Structure in Romania

• Limited Liability Protection – Your personal liability is limited to your contribution
• Flexibility & Simplicity – Simpler to administer than joint-stock companies
• Wide Applicability – Suited for startups, SMEs and cross-border businesses
• Foreign Investor Friendly – Accommodates non-resident shareholders and administrators
• Access to EU Single Market – With relatively favorable conditions

Common Pitfalls & How to Avoid Them

Protect your SRL formation by avoiding these common mistakes:

• Incomplete documents — Legal professionals catch naming errors, missing signatures and incorrect forms
• Foreign-investor documentation — Apostille, translation, notarization requirements vary; each adds time
• Bank account delays — Budget extra time or use law-firm assisted account opening
• Incorrect name or CAEN code — Similar names or restricted words trigger extra checks
• Underestimating permits — Sectors like food, pharma, finance need regulatory checks before operation
• Ignoring reform changes — Future-proof your structure against 2025/2026 minimum capital reforms

Related Company Formation Resources

To further support your journey in establishing and managing your business in Romania, we’ve compiled a comprehensive cluster of related guides and resources:

• Company Formation in Romania — A comprehensive overview of all business structures available in Romania
• How to Set Up a Limited Liability Company in Romania — Detailed step-by-step guide for SRL establishment
• Remote Company Formation in Romania – Digital Process 2025 — Learn about online and remote registration options
• Romanian Company Capital Increase – Streamlined Processes 2025 — Guide to increasing your company’s share capital
• Navigating Romanian Company Board Meetings – Key Insights — Essential governance and compliance information
• Corporate Restructuring Options Under Romanian Law — Explore mergers, divisions, and transformations
• Crypto License Romania 2025 – Company Formation for Digital Assets — Specialized guide for crypto and blockchain businesses
• Closing a Company in Romania – A Complete Overview — Understanding dissolution and closure procedures