Online company registration in Romania represented by incorporation documents, an international globe and a modern Bucharest office building

Online Company Registration in Romania: Electronic Signature and ONRC Filing

by Simona Rotaru Company Formation in Romania, Corporate Law

Online company registration in Romania is available for many founders, including non-residents. The filing can be submitted electronically or through an authorised representative, but a valid electronic signature is only one part of the route. The documents, signing authority, identity checks and ONRC platform requirements must also align.

Documents required for online company registration in Romania including identification, electronic signature, power of attorney and ONRC filing
Remote incorporation depends on coordinating the founder’s identification, electronic signature, power of attorney, company documents and ONRC filing.

This guide explains the online filing route for foreign individuals, overseas companies and Romanian founders. It focuses on the relationship between electronic signatures, filing authority, documents and the National Trade Register Office platform. For the broader choice of entity, capital and corporate structure, see our company formation in Romania guide.

Can you register a Romanian company online?

Often yes, but online registration is not the same as an automatic paper-free process. The ONRC application can be filed electronically, while foreign-document formalities, identity verification, representation and bank onboarding may follow separate rules.

Romania’s National Trade Register Office online portal offers services including company-name reservation and incorporation. Law No. 265/2022 also regulates online company formation and electronic communication with the Trade Register.

Under Article 105 of Law No. 265/2022, the registrar may exceptionally request physical presence if there is a suspicion of identity falsification. The same provision states that physical presence is not required when the incorporation application and supporting documents, including the articles of association, were prepared by a public notary or lawyer. If presence is exceptionally requested during online formation, the remaining stages may still be completed electronically.

StageCan it be handled remotely?Important qualification
Name reservationNormally yesThe proposed name must satisfy Trade Register availability and naming rules.
Preparation of incorporation documentsYesThe documents must reflect the chosen structure, activities, management and registered office.
Signing and representationOften yesThe route may use a qualified electronic signature or a compliant power of attorney, depending on the document and filing method.
Trade Register filingYesElectronic filing must meet the portal’s technical and signature requirements.
Bank account onboardingBank-dependentBanks apply their own know-your-customer, beneficial-owner and risk procedures.
Sector permitsDepends on the activityRegulated activities may require separate authorisations before or after incorporation.

What are the steps for remote company formation in Romania?

The legal sequence is straightforward, but the filing route should be chosen before documents are signed. Select each step below to see its practical purpose.

Online filing roadmap
From signature to registration

Select a step to review what must be resolved before the next stage.

Confirm the structure

Choose the company type, shareholders, directors, activities, decision rules and capital before preparing the filing documents.

  1. Confirm the company structure. Decide the entity type, ownership, administrators, business activities and signing authority. An SRL is common, but it should not be selected automatically when investment, governance or regulated activities require another structure. See our 2026 guide to Romanian limited liability companies.
  2. Reserve the company name. Submit alternatives that comply with the Trade Register rules. Our separate guide explains how to register a company name in Romania.
  3. Establish the registered office. Every Romanian company needs a valid registered office and supporting title to use the address. For the documents commonly used in an incorporation file, see our foreign-founder document checklist.
  4. Prepare, formalise and translate the documents. Coordinate the articles of association, identity or corporate records, declarations, beneficial-owner information, office evidence and powers of attorney. Foreign public documents may require apostille, legalisation or an applicable exemption, depending on the issuing state, bilateral treaties, EU legislation and the nature of the document, followed by an authorised Romanian translation where required.
  5. Sign and file through the selected route. If the electronic filing route is used, the signature and submission must satisfy the applicable ONRC technical and procedural requirements. A properly authorised representative may provide an alternative route, provided that the authority granted complies with the requirements applicable to the filing.
  6. Complete post-registration onboarding. After incorporation, organise accounting, tax registrations or options, bank onboarding, employment setup and any permits required for the actual activity.

Which documents do foreign founders usually need?

The exact file depends on whether the shareholder is an individual or a foreign company, the founder’s country, the administrators, the registered office and the intended activities. Do not sign foreign documents until their Romanian formality and translation route has been checked.

Founder or issueTypical documents or informationRemote-formation check
Foreign individual shareholderValid identity document, personal details, declarations and specimen/signing information as applicableConfirm legibility, validity, signature method and whether additional identification evidence is required.
Foreign corporate shareholderRecent company extract, constitutional documents, representation evidence and corporate approvalConfirm issue date, competent signatory, apostille or legalisation and Romanian translation.
AdministratorIdentity data, acceptance and statutory declarationsCheck eligibility, tax-identification implications and the signing route.
Company constitutionArticles of association specifying ownership, management, activities, capital and governanceAlign every translated or signed version. See our articles of incorporation guide.
Registered officeDocument proving the right to use the Romanian address and any required supporting recordsConfirm permitted use, term and consistency with the filing.
Beneficial ownerBeneficial-owner information and any declaration required under the legislation applicable at the time of filingTrace the ownership chain and identify the natural persons who ultimately own or control the company.
RepresentativePower of attorney or lawyer’s authority, depending on the routeMatch the scope, form and authentication requirements to the acts the representative will perform.

Do founders need a qualified electronic signature?

A qualified electronic signature may support electronic filing, but its legal validity does not, by itself, make it sufficient for every ONRC submission. A founder may instead use a properly authorised representative, provided that the power of attorney complies with the form requirements applicable to the specific filing and the jurisdiction where it is executed.

The signature route should be tested before execution. Romania’s framework includes Law No. 214/2024 on electronic signatures and trust services, while the Trade Register procedure is governed specifically by Law No. 265/2022 and the portal’s filing requirements. The availability of electronic filing depends not only on the legal validity of the electronic signature but also on the technical and procedural requirements imposed by the National Trade Register Office.

Remote identity checks may also involve regulated identification services. The Romanian Authority for Digitalisation publishes information on remote identification by video means, but the availability and acceptance of a particular method still depend on the institution and transaction.

Is a Romanian notary always required?

No. Notarial involvement is not a universal requirement for every remote Romanian incorporation. It may nevertheless be necessary or useful for a particular power of attorney, foreign public document, contribution, identity issue or transaction-specific formality.

The correct answer depends on the document, the country where it is issued and the chosen filing route. For foreign founders, the practical question is usually not “Do I need a notary for the company?” but “Which document, if any, needs notarisation, apostille or legalisation, and in which country?”

How long does remote incorporation take?

Romanian law provides a short decision period for a complete Trade Register application, but that is not a guaranteed end-to-end formation time. Document collection, foreign formalities, translations, corrections, registered-office arrangements and bank checks sit outside that narrow decision window.

Under Articles 105 and 107 of Law No. 265/2022, the registrar generally resolves complete applications on documents within one working day and, when the legal requirements are met, orders registration according to the statutory procedure. Procedural exceptions, requests for additional evidence or a need to remedy the file may affect this stage. The one-working-day period should not be advertised as the total time needed by a foreign founder.

If the file is incomplete or does not meet the legal requirements, Article 106 allows a remedy or completion period of up to 15 calendar days. The practical schedule should therefore separate:

  • preparation time for the corporate structure and registered office;
  • time for foreign documents, apostille or legalisation and translation;
  • the Trade Register review of a complete filing;
  • time needed to cure any filing defect; and
  • post-incorporation bank, accounting, tax and licensing steps.

Is the bank account part of the online incorporation?

No. Company registration and bank onboarding are separate processes. Incorporation by the Trade Register does not compel a bank to open an account remotely or remove its customer due-diligence requirements.

Each bank decides what identification, beneficial-owner, source-of-funds and business-model evidence it needs. Some institutions offer remote onboarding in eligible cases; others may request a video identification, additional documents or physical attendance. Founders should compare banking routes early, especially where the ownership chain is international or the activity carries heightened compliance risk. See our guide to opening a Romanian business bank account as a non-resident.

What most often delays a remote filing?

Common error 1

Signing before the route is confirmed. The founder signs documents that later require a different form, signature or authentication.

Common error 2

Using inconsistent identity or corporate data. Names, addresses, registration numbers or signatory capacities differ across extracts, translations and the articles of association.

Common error 3

Treating the bank as part of ONRC registration. The company is incorporated, but operations are delayed because bank onboarding was not planned separately.

Common error 4

Choosing activities without checking authorisations. A company may be registered while its actual regulated activity still requires a permit, approval or professional condition.

Remote formation checklist for a foreign founder

  1. Confirm the Romanian entity, ownership, administrators and business activities.
  2. Choose the online filing or legal-representation route before signing documents.
  3. Check each foreign document for issue date, apostille or legalisation and Romanian translation.
  4. Secure a compliant registered office and align the supporting document with the intended filing.
  5. Map the beneficial owners through the complete international ownership chain.
  6. Verify the signature and authority of every shareholder, administrator and representative.
  7. Submit one consistent, complete file through the National Trade Register Office route.
  8. Plan banking, accounting, tax and sector-specific compliance as separate workstreams.

The bottom line

Remote company formation in Romania is a workable route for many foreign founders, but it is not a single universal online form. The successful approach coordinates Romanian incorporation requirements with the founder’s home-country documents, a valid signing or representation route, registered-office evidence and separate post-registration onboarding.

Frequently asked questions

Can a foreigner open a company in Romania without travelling there?

Often yes. The filing can be completed electronically or through a properly authorised representative. The final route depends on the founder’s documents, their country of issue, the signing method, identity checks and the requirements of any bank or regulated authority involved after incorporation.

Does every foreign founder need a Romanian electronic signature?

No. A qualified electronic signature may support electronic filing, but acceptance also depends on the technical and procedural requirements imposed by the National Trade Register Office. Legal representation can provide another remote option, provided that the power of attorney satisfies the requirements applicable to the filing and place of execution.

Does a remote incorporation always require a notarised power of attorney?

No universal rule applies to every file. The required form depends on the representative’s acts, the document, the country of execution and applicable Romanian and international formalities. Some powers or foreign documents may require notarisation, apostille or legalisation; others may follow a different route.

Can the Romanian Trade Register ask a founder to appear in person?

Exceptionally, yes. Article 105 of Law No. 265/2022 permits a request for physical presence where there is a suspicion of identity falsification. The law also provides that presence is not required when the application and supporting documents, including the articles of association, were drawn up by a public notary or lawyer.

Is a Romanian bank account opened automatically after registration?

No. The Trade Register incorporates the company, while the chosen bank conducts its own onboarding and compliance review. Remote availability varies by bank and case, especially for non-resident founders, foreign corporate shareholders and complex beneficial-ownership structures.

How long does remote company formation in Romania take?

The registrar’s statutory decision period for a complete application is not the same as the total project time. Foreign-document formalities, translations, registered-office arrangements, corrections and bank onboarding can extend the schedule. A realistic estimate requires review of the specific founders and documents.

Planning to establish a Romanian company remotely?

Atrium Romanian Lawyers assists foreign individuals and international companies with structuring, document preparation, powers of attorney, Trade Register filings and coordinated post-incorporation steps.

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

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

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 questionWhat to reviewWhy it mattersImmediate 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.

ClausePurposeDrafting controlDeadlock consequence
Deadlock definitionIdentifies when the process begins.Use material matters, repeated failed votes and written notice.Starts the agreed escalation timetable.
EscalationMoves the issue beyond the original negotiators.Name decision-makers, documents and realistic deadlines.Creates a final internal opportunity to resolve the issue.
Interim operationsKeeps the company functioning.Continue the last approved budget and essential compliance activity.Limits value destruction while the dispute continues.
Buy-sell mechanismAllows one shareholder to acquire the other’s interest.Define price, funding evidence, completion and default.Creates a controlled exit instead of indefinite blockage.
Final remedyEnds 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.

Related legal guides

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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.

Changing shareholders in Romania 2026 legal guide showing business professionals, financial risks, and share transfer process illustration

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

by Simona Rotaru Company Formation in Romania, Corporate Law

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

TL;DR: Changing shareholders in a Romanian SRL requires a share transfer agreement, a shareholders’ resolution, an updated Articles of Association, and a Trade Register filing within 15 days. Since December 2025, Law 239/2025 adds a mandatory 15-day ANAF notification for any controlling stake transfer. From 1 January 2026, capital gains tax on direct share sales rises from 10% to 16%. Incomplete documents or missed deadlines can derail funding rounds and trigger significant penalties.

Romanian lawyers discussing corporate shareholder structure in a modern office

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.

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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).

AspectSRL (Limited Liability)SA (Joint-Stock)
Ownership UnitsPărți sociale (social parts)Acțiuni (shares)
Transfer MethodWritten agreement + ONRC filingFree market trading or private sale
Approval RequiredYes — shareholders’ resolutionGenerally no (unless restricted)
AoA UpdateMandatory for every transferNot required for each trade
RegistrationMust be filed within 15 daysRecorded in shareholder register

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.

Romanian shareholders and lawyers discussing corporate structure in a modern office

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.

Shareholder Approval Rules for Share Transfers Who Is the Buyer? Existing Shareholder No approval needed (unless AoA says otherwise) Third Party (New Investor) 75% approval default (Law 31/1990) AoA Can Override (Law 223/2020) Set any threshold: 51% to 100% — overrides statutory default

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.

A legal professional signing and stamping a share transfer agreement in Romania

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.

6-Step Share Transfer Process
STEP 1 Draft Share Transfer Agreement Must be attested by a lawyer or notarized
STEP 2 Shareholders’ Resolution 75% approval for third parties (or AoA threshold)
STEP 3 Update Articles of Association Reflect new shareholder composition
STEP 4 File with ONRC (within 15 days) ⚠ Incomplete filings are rejected entirely
STEP 5 Update Beneficial Owner (UBO) Separate obligation with separate sanctions
STEP 6 Notify ANAF (controlling stakes) Law 239/2025 — within 15 days of transfer.
ONRC Filing Checklist
✓ Transfer agreement (lawyer-attested)
✓ Shareholders’ resolution (signed minutes)
✓ Updated Articles of Association
✓ ID documents + registration fee proof
⚠ 15-Day Deadline from Shareholders’ Resolution Missing this deadline means the transfer isn’t effective against third parties

Case Study: When Andrei came to us with a folder of incomplete online templates, steps 2, 3, and 4 all contained errors. The shareholders’ minutes used language that contradicted the AoA. The AoA itself hadn’t been updated since incorporation. The inactive shareholder had relocated abroad and was completely unreachable.

We restructured the entire dossier. We issued formal notifications to the shareholder’s last known address, documented every communication attempt to demonstrate due diligence, redrafted the shareholders’ resolution and updated AoA, and submitted a complete and consistent filing. The Trade Register approved the updated shareholding structure within three weeks. The investor transferred funds shortly after, and the company moved forward with its development plans.

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.

Law 239/2025 — New Obligations for Controlling Stake Transfers 1. ANAF Notification (Mandatory) Transferor, transferee, or company must notify ANAF within 15 days of the transfer date Include: share purchase agreement + updated Articles of Association 2. Debt Guarantee (If Tax Debts Exist) Company or transferee must guarantee full amount of outstanding tax liabilities Options: cash deposit | bank letter of guarantee | insurance policy — enforced after 60 days 3. New Minimum Share Capital Rules New SRLs: minimum RON 500 | Turnover above RON 400,000: minimum RON 5,000 Existing companies above threshold: comply by end of 2027 | Non-compliance → dissolution risk

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.

ScenarioTax Rate (2026)Notes
Individual — Direct Sale16% (was 10%)Most SRL social part sales; no broker involved
Individual — Via Broker (held >365 days)3%Through a licensed financial intermediary
Individual — Via Broker (held <365 days)6%Through a licensed financial intermediary
Corporate Seller16% CITGain included in ordinary profits
Corporate — Participation Exemption0%≥10% stake held ≥1 year uninterrupted

Important: Since 1 January 2026, gains from share transfers not performed through a licensed financial intermediary are taxed at 16%, up from the previous 10%. This covers the vast majority of direct SRL social part sales. Individual sellers must declare capital gains through the annual declarație unică, due by 25 May. This is separate from the ANAF notification requirement under Law 239/2025 — both can apply to the same transaction.

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

Approval ThresholdLegal BasisWhen It Applies
75% of share capitalLaw 31/1990 (default)Third-party transfers when AoA is silent
Custom threshold (51%–100%)Law 223/2020When AoA expressly sets a different threshold
No approval neededLaw 31/1990Transfers between existing shareholders (unless AoA requires it)
Unanimous (100%)AoA provisionWhen founders want maximum control over new entries

Common Mistakes That Delay or Block a Share Transfer

6 Common Mistakes That Block Share Transfers
❌ Generic Online Templates Inconsistent with your AoA → filing rejected;
❌ Outdated Articles of Association Old names, wrong capital figures → whole filing fails;
❌ Missing 15-Day ONRC Deadline Transfer not effective against third parties;
❌ Unchecked Tax Debts ONRC blocks registration without ANAF clearance;
❌ Forgotten UBO Declaration Separate obligation with separate penalties;
❌ Missing Foreign Shareholder Docs Missing apostille or translation → delayed filing.
 
✅ Solution: Professional Legal Review From the Start
 
The cost of fixing a rejected filing is always higher than getting it right the first time.

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.

Contact Us for a Fast, Compliant Transfer Corporate Law Services

Related Guides & Resources

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

Essential Reading for Corporate Transactions

Romanian Government & Regulatory Bodies

FAQ – Changing Shareholders in a Romanian Company

Q: How long does it take to change shareholders in a Romanian company?

A: Once the documents are correctly prepared, ONRC typically processes a share transfer registration within 3 to 7 business days.

The 15-day filing deadline runs from the date of the shareholders’ resolution.

For controlling stake transfers requiring ANAF clearance under Law 239/2025, build in additional time for the tax certificate or guarantee approval.

Q: Does a share transfer in an SRL need to go through a notary?

A: Not necessarily. The transfer agreement can be attested by a licensed Romanian lawyer rather than notarized.

Both formats are accepted by ONRC.

Notarization is required when the transfer is structured as a gift (donation) or when the parties choose it for added evidentiary certainty.

Q: What happens if a shareholder is unreachable or refuses to cooperate?

A: The correct legal approach is to issue formal notifications to their last known address, document all communication attempts, and proceed under the legally permitted procedure set out in Law 31/1990.

Thorough documentation of every notification step is what allows the Trade Register to approve the transfer.

Q: Do I need to update the beneficial owner register after a share transfer?

A: Yes, if the transfer changes who the ultimate beneficial owner is.

Romanian anti-money laundering legislation requires companies to maintain an accurate UBO declaration with the Trade Register.

This is a separate obligation from the share transfer filing itself, and failing to comply carries independent sanctions.

Q: Can a non-resident foreigner be a shareholder in a Romanian SRL?

A: Yes. Romanian law places no nationality restrictions on SRL shareholders.

Both non-resident individuals and foreign companies can hold social parts.

However, foreign shareholders must provide authenticated and translated identity documents.

Missing or improperly apostilled documents are one of the most frequent sources of delay in cross-border share transfers.

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 initiating any shareholder change. Laws and procedures are subject to change, and individual circumstances may vary.