Articles of Incorporation in Romania: How to Draft the Constitutive Act in 2026
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.
Bucharest-based Romanian counsel. Many incorporation matters can begin online, subject to the founders, documents, signatures and procedure involved.
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 requirementsShareholders and contributions
Identity of each shareholder, share capital, contributions, number and nominal value of shares and ownership percentages.
Consider private shareholder protectionsManagement 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.
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
Select a stage to see what should be resolved before the Articles of Incorporation are filed.
Confirm whether the business requires a Romanian subsidiary, branch or another structure before the founding document is drafted.
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.