Romanian company investment · Founder-side preparation

An investor has asked for access to your Romanian company’s documents.

Before opening the data room, make sure the ownership, decision-making and signing records tell the same story.

This guide focuses on founders and Romanian SRLs (limited liability companies) preparing for a potential foreign investor.

Joint-stock companies (SAs) have different corporate records and approval rules, so the SRL provisions below should not be applied to an SA without a separate review.

It addresses the company’s governance file before legal due diligence, rather than replacing the investor’s investigation or the negotiation of a definitive transaction agreement.

For the negotiation stage, our separate guide explains what to settle in a Romanian company acquisition term sheet.

What should you review before inviting an investor into the data room?

A polished folder does not resolve a missing resolution of the associates, an obsolete administrator mandate or a cap table that conflicts with the company register.

Equally, an investor’s document request is not itself a statutory checklist that every Romanian company must maintain in identical form.

The scope changes with the company’s legal form, history, financing and proposed investment structure.

Is the investor buying existing interests or subscribing for new ones?

In a purchase of existing SRL social parts, the price is generally payable to the selling associate under the sale documents.

In a capital increase, the investor contributes to the company under a different corporate and accounting route.

Depending on the structure, that route may require separate approvals, contribution or valuation documents and a review of the resulting beneficial-ownership position.

A combined investment may include both, but the documents should identify each leg, its price or contribution, conditions and sequence.

Do not present an indicative percentage as an agreed ownership position before checking dilution, existing rights and the proposed post-transaction capital.

Our guide to changing shareholders in a Romanian company covers the later transfer and registration work.

If the discussion concerns a negotiated purchase, the Romanian share purchase agreement guide addresses warranties, closing conditions and risk allocation.

Which governance documents belong in the first review?

Build an indexed working file before deciding which documents the investor should receive immediately.

For an SRL, the following comparison usually exposes the most consequential gaps.

Article 198 of Romania’s Companies Law no. 31/1990 on the official Legislative Portal requires an SRL to keep a register of associates recording, among other matters, each associate’s participation and transfers of social parts.

Article 198(2) provides for the administrators’ joint and several liability for damage caused by failure to comply with that record-keeping obligation.

A recent certificate or information extract from the National Trade Register Office (ONRC) helps check registered information, but it should be reconciled with the company’s own decisions and records.

Under Article 203, transfers of SRL social parts must be entered in both the Trade Register and the company’s register of associates, and the transfer has effect against third parties only from registration in the Trade Register.

The timing of the parties’ own contractual obligations should be examined separately in the transfer documents.

Who must approve the proposed investment and who may sign?

The founder negotiating with the investor may not be the person or body empowered to approve the transaction or sign for the company.

For an SRL, Article 194 of the Companies Law allocates important matters to the general meeting, including appointment or removal of administrators and amendment of the articles of association.

An administrator may also have been appointed in the articles themselves under Article 197(1), which makes the complete appointment history relevant.

Article 192 sets a default decision rule subject to the articles, so review the actual constitutive document and the decision being proposed rather than assuming that one voting percentage answers every question.

Article 202(1) permits transfers of social parts between existing associates.

For a transfer to a person outside the SRL, Article 202(2) requires approval by associates representing at least three quarters of the share capital if the constitutive act does not provide otherwise.

A subscription and capital increase require their own corporate route; the transfer rule should not be copied mechanically into that analysis.

Check any contractual pre-emption, consent or option rights separately from the statutory position.

If social parts are subject to security or security is proposed, check Article 202(5) and the constitutive act, including any required associate approval and restrictions on creating or enforcing security over social parts. Review the security documents as well.

Article 204 also links amendments to an updated complete text of the articles filed with the Trade Register, so a signed internal resolution should not be treated as the end of the documentary process.

Where the company has a sole associate, Article 196¹ gives that person the general meeting’s powers and requires decisions to be recorded promptly in writing.

A foreign shareholder’s own internal approval and its representative’s authority may also need examination under the law and constitutional documents applicable to that foreign entity.

Our article on signing Romanian shareholder resolutions from abroad addresses that document and signature chain in more detail.

Do private investor rights match the public company documents?

A shareholders’ agreement can set out negotiated information, consent, transfer, funding and exit arrangements, but it does not automatically update the registered articles or the Trade Register.

Depending on the right and its drafting, a promise may bind only its contracting parties unless the necessary corporate document and registration steps are separately completed.

Before offering an administrator appointment right, veto, reserved matter or founder lock-in, decide which rights are intended to be contractual, which require a change to the articles and which need a separate implementation step.

Read any existing side letters, options and founder commitments against the proposed term sheet.

Conflicting promises made to a previous investor can turn a straightforward financing round into a consent or renegotiation exercise.

Our guide to Romanian shareholder agreements explains the continuing relationship after an investment; this article concentrates on establishing the company’s existing position before diligence begins.

What should be prepared beyond the corporate record?

Governance readiness is the starting file, not the entire due diligence exercise.

The finance team should reconcile share capital, shareholder loans, dividends, related-party balances and the latest approved accounts with the transaction model.

Legal counsel should identify the documents and approvals that establish those arrangements, while accountants and tax advisers confirm the accounting and tax treatment.

Material customer and supplier contracts, financing and security, licences, property, employment, intellectual property and disputes can then be indexed by risk and investor relevance.

Check the company’s beneficial-owner information against the ownership and control structure, particularly if the proposed rights could change control through means other than a simple percentage transfer.

The filing questions are explained separately in our Romanian beneficial-owner declaration guide.

Do not assume every investor request should be answered by posting an unrestricted copy of all personal, customer or commercially sensitive data.

Use an appropriate confidentiality arrangement, a controlled data room, access permissions and a record of what version was disclosed when.

Could tax or investment approvals affect the deal timetable?

Yes, depending on the transaction, these checks may need to begin while the governance file is being prepared.

For a transfer of SRL social parts, Article V of Law no. 239/2025, as set out by ONRC and amended by Emergency Ordinance no. 13/2026, makes notification of the transfer instrument and updated constitutive act to the central tax authority within 15 days of the transfer a condition for the transfer to be effective against that authority. The amended wording covers transfers of SRL social parts generally, rather than only a transfer of control.

Where the company has overdue tax liabilities or other budgetary claims recorded in enforceable titles and held for recovery by the central tax authority, the law provides additional security and registration checks. These fiscal conditions operate alongside Article 203: the Trade Register verifies them when registering the transfer, while Article 203 governs its effect against third parties.

For a proposed transaction, confirm the documents, tax-debt position and filing sequence against current ONRC and ANAF practice, particularly where the transfer does not change control.

A potential foreign or EU investment should also be screened against the transaction, investor and target activity under Romania’s investment-screening rules in Emergency Ordinance no. 46/2022, as amended; merger control and sector-specific consent may require separate checks.

These processes are not automatic consequences of every new investor, but an applicable approval can affect the investment structure and closing timetable.

How should the company handle missing or inconsistent records?

Classify each issue before preparing a corrective document.

A missing copy may call for a registry or archive retrieval, while an unregistered change may require a filing and a defective approval may need a distinct legal assessment.

Do not backdate a resolution or describe a proposed correction as if it had already occurred.

If an issue cannot be resolved before the investor’s first review, state the present position accurately, identify the proposed step and decide whether it belongs in a condition, a disclosure or the negotiation of price and risk.

For a more detailed investor investigation, the separate buyer-side due diligence and SPA guide explains how findings may affect closing conditions, warranties and indemnities.

What should you send for a focused pre-investment review?

1. The latest articles of association, amendment history and recent ONRC extract.
2. The register of associates, ownership schedule and documents supporting historic changes.
3. Material resolutions of the associates, administrator appointments, current representation rules and relevant powers of attorney used for earlier corporate actions.
4. Any shareholder agreement, side letter, option, pledge or agreed transfer restriction.
5. Beneficial-owner declarations or records and documents showing the current ownership and control chain.
6. The proposed term sheet or investor request list, with the intended share purchase or subscription structure.
7. A short list of known gaps, the proposed timetable and the intended investor access date.

A first review can identify the corporate corrections and transaction decisions that deserve attention before the wider data room opens.

It cannot certify the entire company as risk-free or substitute for financial, tax or sector-specific diligence.

In your enquiry, identify the company form, prospective investor, proposed transaction route and the date when you expect to share documents.

Sensitive files can follow through an agreed secure channel.

Related guidance

Frequently asked questions

AI- assisted content

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

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

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

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

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

Is D&O insurance mandatory for Romanian directors?

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

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

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

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

Which Romanian director-liability claims may engage the policy?

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

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

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

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

What does D&O insurance usually not cover?

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

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

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

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

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

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

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

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

How should D&O insurance fit with corporate governance?

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

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

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

The bottom line

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

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

Frequently asked questions

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

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