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

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

by Simona Rotaru Corporate Law

Business law guide · Romania

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

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

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

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

Is a lawyer required to start a company in Romania?

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

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

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

Filing is one task

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

Risk is another task

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

Support can be targeted

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

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

What can a founder usually handle without a lawyer?

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

Select the stage to see the main legal control.

Define the business

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

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

When should you involve a business lawyer in Romania?

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

Before incorporation

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

Before signing

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

Before a major change

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

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

Where does legal advice add the most value?

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

Several founders or investors

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

Foreign shareholders

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

Material contracts

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

Employees and contractors

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

Data, software and online services

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

Investment or restructuring

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

Business lawyer, accountant or notary: who does what?

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

ProfessionalCore roleTypical questionsMain limitation
Business lawyerLegal structure, rights, obligations and risk allocation.Governance, contracts, employment, compliance, transactions and disputes.Does not replace accounting records or tax reporting.
Accountant or tax adviserAccounting, reporting and tax treatment.Bookkeeping, returns, payroll, financial statements and tax position.Does not design contractual rights or provide legal representation.
NotaryAuthentic instruments and other notarial formalities.Authentication and transactions requiring notarial intervention.Does not ordinarily provide ongoing commercial legal management.
Trade RegistryReceives and examines filings within its legal competence.Registration documents, changes and formal company information.Does not act as the company’s lawyer or commercial adviser.

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

Business start-up legal checklist

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

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

How much does a business lawyer cost in Romania?

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

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

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

Common mistakes when starting without legal review

Using default rules without testing them

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

Signing before responsibilities are clear

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

Treating registration as permission to operate

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

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

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

How should a foreign founder approach Romanian legal support?

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

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

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

Select the issue that needs coordination.

Structure

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

Frequently asked questions

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

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

Can a foreign founder start a Romanian company remotely?

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

When is a shareholder agreement worth considering?

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

Can my accountant handle all legal matters for the company?

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

What should I send to a business lawyer in Romania?

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

Does company registration mean that the business can operate immediately?

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

Related legal guides

Need help with a Romanian business decision?

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

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

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

Start an SRL in Romania – Updated 2026

How to Start a Limited Liability Company (SRL) in Romania – Updated for 2026

by Simona Rotaru Company Formation in Romania

How to establish a Romanian SRL in 2026

A Romanian limited liability company is not created by completing one standard form. The founders must settle the ownership, management, registered office, activities, capital and beneficial ownership before filing a consistent incorporation application with the Trade Register.

Romanian SRL formation ecosystem An animated orbital map showing the founders, registered office, company documents, capital, Trade Register and operational setup surrounding a Romanian SRL. ROMANIAN SRL • 2026 SRLROMANIA Foundersownership & control Capitalfunding structure ONRC filingregistration decision Operationsbank • tax • licences
A reliable incorporation file starts with coherent founder decisions and ends with the operational steps required after registration.

Short answer: an SRL is the most common Romanian company form for startups, SMEs and foreign-owned subsidiaries. In 2026, a newly incorporated SRL must have share capital of at least RON 500. Registration is only the first stage: banking, accounting, tax, employment and sector-specific requirements must be addressed separately.

What is a Romanian SRL?

An SRL, or societate cu răspundere limitată, is a Romanian legal entity whose share capital is divided into participation interests. As a general rule, the shareholders’ exposure is limited to their agreed contributions, while the company owns its assets and assumes its own contractual obligations.

Limited liability is not absolute protection against every personal risk. A shareholder or administrator may still face exposure under personal guarantees, director-liability rules, tax or insolvency provisions, unlawful distributions or abusive conduct. Governance and signing authority therefore matter from the incorporation stage.

This guide focuses only on the SRL. Foreign investors comparing an SRL with an SA, branch or representative office should first review our main page on company formation in Romania for foreign founders.

Which decisions must the founders make before filing?

OwnershipIdentify the shareholders, participation percentages, capital contributions and ultimate beneficial owners.
ManagementAppoint the administrator or administrators and define whether they represent the company separately or jointly.
ActivitiesSelect the principal and secondary activities under the official CAEN Rev.3 classification and check whether the proposed activity needs a Romanian business permit or licence.
Registered officeSecure a Romanian address and a legally valid document proving the company’s right to use it. For the documents commonly used in the incorporation file, see our foreign-founder document checklist.
GovernanceAgree voting rules, reserved matters, profit distribution and procedures for conflicts. A 50/50 structure should include a workable shareholder-deadlock mechanism.
FundingSet the share capital and distinguish it from shareholder loans, future investment and working capital.
Common formation riskUsing a standard articles-of-association template without adapting representation powers, voting rules or transfer restrictions. Registration may succeed while the company is left with avoidable governance problems.

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

Following Law no. 239/2025, the minimum share capital for a newly incorporated SRL is RON 500. Older references stating that an SRL may be incorporated with RON 1 or without an effective minimum are no longer current.

Law no. 239/2025 also establishes a minimum share capital of RON 5,000 for an SRL whose reported net turnover for the previous financial year exceeds RON 400,000. Existing companies falling within that rule must observe the statutory adjustment period. The applicable amount should therefore be checked both at incorporation and when the company’s turnover changes. The implementation steps are discussed separately in our guide to a Romanian company capital increase.

SituationMinimum capitalPractical consequence
Newly incorporated SRLRON 500The articles of association and capital structure must reflect at least this amount.
SRL with reported net turnover above RON 400,000RON 5,000The company must bring its capital into line with the statutory rule within the applicable period.
Additional business fundingCommercial decisionShare capital should not be confused with shareholder loans or the actual operating budget.

Under Law no. 31/1990, an SRL must pay at least 30% of the subscribed capital no later than three months after registration and before commencing operations in its own name. The remaining cash contribution is payable within 12 months after registration, while the remaining in-kind contribution is payable within no more than two years.

Capital is not the complete formation budgetFounders should separately budget for translations, apostilles or legalisation, registered-office arrangements, professional fees, banking, accounting, publication charges and any licences required for the intended activity.

What documents are generally required?

The precise filing depends on the founders, administrator, office and activities. A standard SRL incorporation usually requires or relies on:

  • the Trade Register incorporation application;
  • proof of company-name reservation;
  • the articles of association;
  • documents proving the right to use the registered office;
  • identity documents for individual shareholders and administrators;
  • current registry extracts, constitutional documents and corporate approvals for a corporate shareholder;
  • statutory declarations concerning operating conditions and other legally required matters;
  • beneficial-owner information or a separate declaration, where required;
  • evidence of authority for the person signing or filing the application; and
  • any approvals, opinions or documents required by the proposed name or regulated activity.

The official list and current forms should be checked on the National Trade Register Office website immediately before filing. A missing mandatory element may result in rejection rather than an informal opportunity to complete the file. Founders can prepare the file using our separate checklists for reserving a Romanian company name and drafting Romanian articles of association.

What changes when a shareholder is foreign?

Foreign individuals and companies may generally hold participation interests in a Romanian SRL. Romanian citizenship or residence is not, by itself, a general ownership condition. However, foreign documents must be assessed for validity, authority, legalisation or apostille and authorised Romanian translation.

A foreign corporate shareholder may need a recent registry extract, its constitutional documents, a resolution approving the Romanian investment and evidence that the signatory can bind it. The exact formalities depend on the issuing state, applicable treaties and the document used. Our document checklist for foreign founders explains the preparation issues in more detail.

The ownership chain must also be traced to the natural persons who ultimately own or control the company. The applicable tests and filing deadlines are explained in our updated guide to the beneficial owner declaration in Romania.

Company ownership is not immigration statusIncorporating or owning an SRL does not automatically grant a foreign founder the right to enter, reside or work in Romania. Immigration and work-authorisation requirements require a separate analysis.

How does the Romanian SRL formation process work?

Formation map

From founder decisions to operational setup

Romanian SRL formation roadmap An animated six-card roadmap from company structure and documents through ONRC filing, registration and operational activation. SRL FORMATION ROADMAPROMANIA • 2026 01StructureOwnership • managementactivities • capital 02Name & officeName reservationregistered-office title 03DocumentsArticles • identitiesforeign formalities 04ONRC filingPortal • counterlawyer representation 05RegistrationRegistrar decisioncompany certificate 06ActivationBank • tax • accountinglicences • contracts
Trade Register approval creates the company, but banking, tax, accounting and operational compliance continue after registration.
Define the structureSet ownership, management, activities, capital, governance and the post-registration plan.
Reserve the nameSubmit suitable alternatives and obtain proof of availability through ONRC.
Secure the registered officePrepare the lease, loan-for-use agreement or other valid title to the premises.
Prepare the incorporation fileDraft the articles and collect the founder, administrator, corporate and beneficial-owner documents.
Submit the applicationFile at the counter, by post or courier, or electronically under the signature and format rules.
Complete operational setupAddress capital payment, bank onboarding, accounting, tax registrations, authorisations, contracts and employment.

Can the SRL application be submitted online or through a lawyer?

Yes. Under Law no. 265/2022 on the Trade Register, an incorporation application may be filed at the counter, through post or courier, or electronically. Electronic documents must comply with the qualified-electronic-signature requirements. A lawyer may sign or submit the application on the basis of a legal-services mandate and may transmit documents prepared by the lawyer under the statutory procedure.

The available electronic services can be accessed through ONRC MyPortal. Remote incorporation is possible in many cases, but foreign-document formalities, bank identification, regulated activities and immigration matters may require additional steps.

How long does SRL registration take?

The Trade Register states that a complete registration application is generally resolved by the registrar within one working day after registration of the application. This procedural period is not a guaranteed end-to-end formation time.

Name reservation, document preparation, foreign legalisation, translations, correcting inconsistent information, obtaining a registered office and responding to registrar requirements may extend the project. Bank onboarding and licences also occur outside the basic incorporation decision.

Use a two-part timelineSeparate the time required to obtain the Trade Register decision from the total time required for the company to become operational. A registered SRL may not yet be ready to invoice, employ staff or perform a regulated activity.

What does it cost to establish an SRL?

There is no reliable universal package price. The total depends on the founders and documents involved. A realistic budget may include:

  • the subscribed share capital;
  • official publication or registration-related charges generated for the file;
  • translations, apostilles, legalisation or notarial formalities;
  • legal assistance and representation;
  • registered-office costs;
  • bank, accounting and tax-advisory services; and
  • licensing or sector-specific costs.

According to the ONRC information published on 30 April 2026, the tariff for publication in the Official Gazette is calculated and paid after the registration application is admitted. A generic statement that every SRL has a fixed “state fee of EUR 50” should therefore not be used.

What must be done after the SRL is registered?

The registration certificate does not complete every business requirement. Depending on the project, the founders should address:

Post-registration areaQuestions to resolveMain risk if ignored
Capital and bankingCapital payment, operating account, signatories, bank KYC and the steps for a Romanian business bank account for a non-residentThe company cannot use the intended banking arrangements or misses a statutory contribution deadline.
Accounting and taxAccounting engagement, tax vector, VAT analysis, reporting calendar and ongoing Romanian tax registration and complianceLate filings, incorrect invoicing or unsuitable tax treatment.
Activity authorisationWhether the declared CAEN activities may be performed at the office, third-party sites or outside a fixed locationThe company is registered but not authorised to conduct the intended activity.
Contracts and governanceCustomer, supplier, employment, administrator and shareholder arrangementsOperational exposure and internal disputes begin before protections are documented.
Regulated sectorsLicences, notifications, professional requirements or foreign-investment screeningThe business starts an activity before regulatory clearance.

Tax positions should be checked against the current ANAF guidance and electronic services. VAT registration, payroll reporting and the applicable corporate or microenterprise regime depend on facts that are not resolved merely by incorporating the SRL.

Which SRL formation mistakes cause delays or future disputes?

  • choosing CAEN codes without checking whether the activity is regulated or may be authorised at the selected location;
  • submitting foreign documents that are outdated, improperly legalised or inconsistently translated;
  • using unclear joint or separate representation powers for multiple administrators;
  • treating share capital as the complete operating budget;
  • failing to identify indirect beneficial owners;
  • assuming that incorporation grants immigration or work rights;
  • using generic voting clauses in a 50/50 company without a workable deadlock solution; and
  • waiting until after registration to address banking, accounting, tax or licensing requirements.

Where there are several founders, the articles should be coordinated with a properly drafted Romanian shareholder agreement. Administrators should also understand the exposure explained in our guide to Romanian company director liability.

Need assistance establishing an SRL in Romania?

Atrium Romanian Lawyers assists Romanian and foreign founders with company structuring, articles of association, beneficial ownership, registered-office documentation, Trade Register filings and post-incorporation corporate work.

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Frequently asked questions

What is the minimum share capital for a new Romanian SRL in 2026?

The minimum share capital for a newly incorporated SRL is RON 500. A separate RON 5,000 minimum applies to SRLs whose reported net turnover for the previous financial year exceeds RON 400,000, subject to the statutory adjustment rules.

Can a foreigner own 100% of a Romanian SRL?

In general, yes. Romanian citizenship or residence is not a general condition for owning an SRL. The founder’s documents, beneficial ownership, applicable foreign-investment rules and any regulated-sector restrictions must still be checked.

Can an SRL have one shareholder and one administrator?

Yes. An SRL may generally have a sole shareholder, who may also be appointed administrator. The articles should still regulate the company’s activities, capital, representation and beneficial-owner information correctly.

Is a Romanian bank account required before incorporation?

The banking sequence must be coordinated with the applicable capital-payment rules and the chosen bank. The company must pay the required portion of subscribed capital within the statutory period and before commencing operations in its own name.

Can the SRL be incorporated remotely?

Often, yes. The application may be submitted through an authorised representative or electronically where the signature and document-format requirements are met. Foreign formalities, bank KYC, licences or immigration steps may still require separate action.

Does Trade Register registration mean the SRL can immediately perform every declared activity?

No. Certain activities require additional authorisation, licences, notifications, qualified personnel or suitable premises. Registration and operational authorisation must be checked separately.

Related company-formation guides

Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct formation process depends on the founders, ownership structure, activities, documents and legislation in force when the application is prepared.

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

Essential Documents for Foreign Founders Starting a Business in Romania

Essential Documents for Foreign Founders Starting a Business in Romania

by Simona Rotaru Company Formation in Romania, Corporate Law

Company formation in Romania

Essential Documents for Foreign Founders Starting a Business in Romania

Starting a business in Romania requires more than choosing a company name. The incorporation file must connect the founders, ownership structure, registered office, activities, management and beneficial-owner information in a form accepted by the Trade Register.

This guide explains the documents commonly required for foreign founders and why the correct route depends on the founder’s country, legal form, activity and filing method.

Book an Online ConsultationCompany Formation Guide
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Documents and practical steps for foreign founders entering the Romanian market.

Short answer: the core file usually includes founder and administrator identification, company-name information, proof of the registered office, articles of association, beneficial-owner information and the forms required by the ONRC. Foreign corporate shareholders may need additional registry, authority, translation and legalisation documents.

What Documents Are Needed?

The exact list is not identical for every applicant. An individual founder, a foreign company acting as shareholder, an EU citizen, a non-EU national and a representative acting under a power of attorney may face different document and signing requirements.

Individual founder

Usually needs a valid identity document, personal details, ownership and management information, beneficial-owner information and the declarations required for the application.

Foreign corporate shareholder

Usually needs a current registry extract or equivalent, evidence of legal existence, a corporate approval to invest and appoint representatives, and proof of the signatory’s authority.

Authorised representative

Needs a power of attorney or other authority in the form required for the filing. The document may need authentication, apostille or legalisation and an authorised Romanian translation.

Essential incorporation documents for foreign founders in Romania
Incorporation documents should be checked as one coordinated file.

Core Documents for a Romanian Company Formation File

Identity documents

Passports or identity documents for shareholders, administrators and other relevant persons. The required copy, format and translation depend on the filing route and the document’s origin.

Company name

Prepare several compliant name options and obtain the current ONRC proof or reservation document required for the incorporation route.

Registered office

Provide evidence of the right to use the Romanian premises, such as a lease, ownership document or another legally acceptable document. The arrangement should be checked for the intended activity.

Articles of association

The constitutional document should address the legal form, shareholders, capital, activities, management, representation and decision-making rules required by Romanian company law.

Beneficial-owner information

The ownership and control chain must be identified and reflected in the information or declaration required for the company-formation file.

ONRC forms and declarations

The application, declarations and supporting forms must be completed using the current ONRC requirements. The exact forms depend on the legal form and the requested registrations.

Additional Documents for Foreign Corporate Shareholders

When the shareholder is a company incorporated outside Romania, the Trade Register file normally needs evidence that the shareholder exists and that the persons signing or approving the investment have authority to do so.

Registry evidence

A recent extract or equivalent official document may be needed to show the foreign company’s legal existence, registered office, directors and ownership information.

Corporate resolution

The foreign shareholder may need a resolution approving the Romanian investment, the participation in the Romanian company and the appointment of the relevant representative.

Authority to sign

The file should show who may sign the articles of association, power of attorney and other documents on behalf of the foreign company.

Formalities abroad

Depending on the issuing country and document type, authentication, apostille or legalisation may be required before the document can be used in Romania.

There is no universal rule that every foreign document must be notarised or apostilled. The correct form depends on the issuing state, applicable international instruments, the document and the ONRC filing requirements at the time of submission.

Romanian Translations and Document Formalities

Documents submitted to Romanian authorities generally need to be usable in Romanian. A foreign-language document may require an authorised Romanian translation, and the translation may need to follow the form required for that document and filing route.

Before ordering translations or legalisation, check the complete document chain. A translation cannot cure a missing corporate resolution, an expired registry extract or a signatory who lacks authority.

Choosing the Legal Structure and Current Capital Rules

The documents depend on whether the founder chooses an SRL, an SA, a branch or a representative office. An SRL is often suitable for a privately held operating business, but the right structure depends on ownership, funding, governance, activity and the relationship with any foreign parent.

SRL

For a newly incorporated SRL, the minimum share capital is RON 500 under the current rules introduced by Law No. 239/2025. An existing SRL whose reported net turnover exceeds RON 400,000 may face a separate capital-increase obligation under the applicable timing rules.

SA

An SA has different capital, governance and incorporation requirements. The file should be prepared against the rules applicable to the proposed share structure and offering model.

Branch or representative office

These are not interchangeable with a Romanian subsidiary. The foreign parent’s constitutional documents, registry evidence and authority documents become central to the filing.

The current minimum-capital rules should be checked at the time of filing, especially where the founder is incorporating an SRL or modifying an existing Romanian company. The ONRC identifies Law No. 239/2025 as the source of the current SRL capital changes.

Registered Office and Activity Documents

The registered office requires evidence of the right to use the premises. A domiciliation or virtual-office arrangement may be possible in appropriate circumstances, but the document, provider and intended activity must be checked rather than assumed to be interchangeable with an operating location.

Activity codes should be selected under the current CAEN classification. Regulated activities may require additional approvals, professional qualifications or operating authorisations. Company registration alone does not automatically authorise every activity listed in the articles of association.

How the Documentation Process Works

1

Map the founders and structure

Identify shareholders, administrators, beneficial owners, the legal form and whether a foreign company is involved.

2

Check the activities and office

Confirm the CAEN activities, any special authorisations and the document supporting the Romanian registered office.

3

Collect foreign documents

Obtain current registry evidence, corporate resolutions, signatory authority and any required powers of attorney.

4

Complete formalities

Arrange translations and, where necessary, authentication, apostille or legalisation before the filing is submitted.

5

File and respond

Submit the complete application through an available ONRC route and address any request for correction or additional documents.

Can Foreign Founders Complete the Process Remotely?

Often, yes, but remote handling is document-dependent. A founder may act through an authorised representative where the authority document and filing route meet the applicable requirements. Online submission also depends on the current ONRC platform, signature and document-format rules.

Company formation, bank onboarding, tax registration, immigration status and permission to conduct regulated activities are separate questions. Incorporating a company does not automatically give a founder the right to live or work in Romania.

Tax and VAT: Keep These Questions Separate

The incorporation file and the company’s tax position are related but not identical. Microenterprise eligibility, profit tax, VAT registration, dividend taxation, e-Factura and sector-specific tax rules depend on the company’s facts and the law applicable at the relevant time.

For that reason, this documents guide does not state fixed tax rates or turnover thresholds as permanent formation rules. Those matters should be reviewed separately with the company’s Romanian tax adviser.

How Atrium Romanian Lawyers Can Help

Document mapping

We identify the documents required for the founder, foreign shareholder, administrator, registered office and intended activity.

Cross-border formalities

We help coordinate corporate resolutions, powers of attorney, translations and document-form requirements for foreign founders.

ONRC filing strategy

We prepare the formation route around the ownership structure, governance, activities, capital and post-registration needs.

Discuss Your Formation Project

Frequently Asked Questions

What documents does a foreigner need to start a company in Romania?

The core file commonly includes identity documents, company-name information, registered-office evidence, articles of association, beneficial-owner information, declarations and the current ONRC forms. The exact list depends on the founder and legal structure.

What extra documents are needed if the shareholder is a foreign company?

The file may require a current registry extract or equivalent, a corporate resolution, proof of signatory authority and documents concerning the foreign company’s ownership or control. Translation and legalisation requirements depend on the issuing jurisdiction and document.

Do foreign documents always need an apostille?

No. The requirement depends on the issuing country, applicable treaties or legal rules, the document and the filing route. The document chain should be checked before translation and submission.

Do documents need to be translated into Romanian?

Foreign-language documents used in the Romanian filing generally need to be made available in Romanian in the form accepted for that document and procedure. The required translation and certification should be confirmed case by case.

Can I incorporate a Romanian company without visiting Romania?

Often, yes, through an authorised representative or an eligible online route. Whether this is possible depends on the documents, signatures, powers of attorney, identity checks, banking and any sector-specific requirements.

What is the minimum share capital for a new SRL in 2026?

Under the current rules identified by the ONRC, a newly incorporated SRL has a minimum share capital of RON 500. Existing companies may be subject to separate obligations linked to net turnover and the transition rules in Law No. 239/2025.

Does company registration automatically give me a residence permit?

No. Company ownership or incorporation and the right to enter, reside or work in Romania are separate legal questions. Immigration eligibility should be assessed independently.

Does company registration authorise every activity listed in the articles?

No. Some activities require additional authorisations, professional qualifications, licences or operating conditions. The intended activity should be checked before the articles and filing are finalised.

Related Company Formation Resources

Company Formation in RomaniaStart an SRL in RomaniaCompany Name RegistrationArticles of IncorporationOnline Company RegistrationRemote Company Formation

Official reference: Current forms, filing routes and procedural information should be checked on the ONRC website and its online portal. The ONRC lists Law No. 31/1990, Law No. 265/2022 and Law No. 239/2025 among the relevant national legislation. The exact document requirements may vary with the founder, jurisdiction, legal form and proposed activity.

Disclaimer: This page provides general information only and does not constitute legal advice, a legal opinion or the creation of a lawyer-client relationship. Legal solutions depend on the specific facts and documents involved.

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

Romanian Company Board Meetings

Navigating Romanian Company Board Meetings: Key Insights

by Simona Rotaru Corporate Law

Navigating Romanian Company Board Meetings: Key Insights

A group of people sits around a large conference table with papers and laptops in front of them.

Understanding the nuances of Romanian company board meetings is important for anyone involved in the management of companies in Romania.

This article provides key insights into the structure, legal requirements, and best practices for conducting effective board meetings in accordance with Romanian company law.

We will explore the roles and responsibilities of directors, shareholders, and other key stakeholders in the Romanian corporate governance landscape.

Understanding the Structure of Romanian Companies

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Overview of Atrium Romanian Lawyers

Romanian company law dictates the formation, operation, and governance of various types of companies in Romania.

The type of company significantly impacts its organizational structure and the regulations governing its board meetings.

Atrium Romanian Law Office, an expert legal services provider, highlights that Romanian lawyers must navigate these regulations meticulously.

The Articles of Association define the company’s internal rules, complementing the broader legal framework and influencing how the board of directors operates and how resolutions of the general meetings are implemented.

Types of Romanian Companies

Romania provides various legal entity options, each possessing unique attributes.

Two frequently chosen forms are:

  1. Limited liability companies (SRL), which are often preferred by smaller businesses due to their simpler organizational structures.
  2. Joint-stock companies (SA), designed for larger enterprises and characterized by more complex governance procedures.

Ultimately, the selection between these legal structures will influence the company’s meeting and decision-making protocols.

Legal Entities and Their Responsibilities

As legal entities, Romanian companies bear specific responsibilities under Romanian law.

The board of directors, or the management board, plays a pivotal role in overseeing the company’s operations and ensuring compliance.

Members of the board are entrusted with representing the company, and their actions must align with both the law and the company’s articles of association.

The company is managed in accordance with the law, and the directors or the management board are responsible for preparing financial statements of the company and filing them with the Trade Registry.

Shareholder Meetings in Romania

A clock on the wall shows the time during the meeting.

Types of Shareholder Meetings

Under Romanian company law, various types of shareholder meetings serve distinct purposes.

These meetings are critical for the management of companies, ensuring transparency and shareholder involvement.

For example:

  1. The annual general meeting is a mandatory gathering where shareholders review the financial statements of the company and elect the board of directors or supervisory board.
  2. Extraordinary general meetings are convened to address specific, urgent issues such as amending the articles of association, increasing the share capital of the company, or approving significant transactions.

Convene Procedures for Shareholder Meetings

To convene a shareholder meeting, Romanian companies must adhere to specific procedures.

The board of directors, or in some cases, the supervisory board, must issue a notice to all shareholders, detailing the meeting’s agenda, date, time, and location.

This notice must be sent within the timeframe prescribed by Romanian company law and the company’s articles of association.

Failing to follow these procedures may invalidate the resolutions of the general meetings passed during the meeting, potentially leading to legal challenges.

Amending Resolutions in Shareholder Meetings

Shareholders can amend resolutions during the shareholder meeting under Romanian law, provided the proposed amendments are within the scope of the original agenda.

The process typically involves a motion to amend, followed by a vote among the shareholders.

For significant amendments, such as those affecting the articles of association, a supermajority vote may be required, and the amended resolution must be filed with the Trade registry.

Understanding these procedures is vital for effective corporate governance in Romanian companies.

The Role of the Board of Directors

A woman presenting a report on a screen in front of the board.

Composition of the Board of Directors

The composition of the board of directors is a critical element in the management of the company.

Under Romanian company law, the Articles of association of Romanian companies will specify the number of members of the board, their qualifications, and the process for their appointment.

In joint stock companies, the shareholder structure dictates that some directors or the management board are appointed by the general meeting of shareholders, ensuring the shareholder interests are adequately represented.

This structure aims to balance expertise and shareholder oversight.

Duties and Responsibilities of Board Members

Members of the board have extensive duties and responsibilities under Romanian law.

They are entrusted with the strategic direction of the company in Romania, ensuring compliance with regulations, and safeguarding the interests of all shareholders.

The board of directors is responsible for overseeing the financial statements of the company, ensuring their accuracy and timely filing with the trade registry.

In joint stock companies, the board also manages risk, sets policy, and monitors the performance of the management board, upholding their fiduciary duty to the company.

Decision-Making Processes in Board Meetings

Effective decision-making in board meetings is crucial for the success of Romanian companies.

The process typically involves presenting agenda items, facilitating discussion, and voting on resolutions.

The Articles of association often prescribe specific voting thresholds for different types of decisions.

For significant matters, such as amending the Articles of Association or increasing the share capital of the company, a qualified majority or even unanimous consent may be required.

Proper documentation of these decisions in the meeting minutes is essential for transparency and accountability, and the minutes should be filed with the trade registry as appropriate.

General Meetings: Best Practices

Several individuals are engaged in discussion, with some taking notes.

Planning and Conducting General Meetings

Effective planning is essential for successful general meetings in Romanian companies.

The board of directors must meticulously plan the agenda, ensuring all relevant items are included and clearly defined.

Romanian company law mandates that the Articles of Association dictate the specific procedures for these meetings.

As an expert legal services provider, we emphasize that proper notice must be given to all shareholders, and the meeting should be convened in a manner that promotes transparency and active participation, whether for limited liability companies or joint stock companies.

We are dedicated to helping our clients navigate these processes smoothly.

Legal Requirements for General Meetings

Adherence to legal requirements is paramount for general meetings in Romania.

Romanian law stipulates specific rules for voting, quorum, and documentation of resolutions of the general meetings.

The board of directors must ensure that all procedures align with both Romanian company law and the articles of association.

Members of the board must understand that failure to comply can invalidate the meeting’s outcomes, potentially leading to legal challenges.

Our firm provides expert guidance to Romanian companies in navigating these complex legal obligations, ensuring compliance and protecting shareholder interests.

Best Practices for Effective Communication

Effective communication is a cornerstone of successful general meetings.

Members of the board should ensure that information is presented clearly and concisely, allowing all shareholders to understand the issues at hand.

In Romanian companies, this includes providing materials in Romanian and, potentially, other languages if international shareholders are involved.

Encouraging open dialogue and addressing shareholder concerns promotes trust and transparency.

As a client-focused firm, we emphasize the importance of proactive communication to facilitate productive and legally sound board meetings.

Recent Developments in Romanian Company Law

Documents and folders are neatly arranged on the table for review.

Changes Impacting Board Meetings

Recent changes in Romanian company law have significantly impacted board meetings.

Amendments related to corporate governance and shareholder rights necessitate that directors or the management board stay informed and adapt their practices accordingly.

These changes may affect procedures for votes, the handling of resolutions, and the overall management of the company.

As an expert team of Romanian lawyers, we closely monitor these developments and provide timely advice to our clients, ensuring their companies remain compliant and competitive.

These updates are particularly relevant for both limited liability companies and joint stock companies.

Emerging Trends in Corporate Governance

Emerging trends in corporate governance are reshaping how Romanian companies conduct board meetings.

There is a growing emphasis on transparency, accountability, and environmental, social, and governance (ESG) factors.

Companies are increasingly adopting digital solutions to streamline meeting processes and enhance shareholder engagement.

The articles of association of Romanian companies are evolving to reflect these trends, often requiring more detailed reporting and greater shareholder involvement.

We assist our clients in integrating these best practices to enhance their corporate governance frameworks and attract investment.

Case Studies of Successful Board Practices

Examining case studies of successful board practices provides valuable insights for Romanian companies.

Instances where board meetings effectively addressed critical challenges, implemented innovative strategies, or improved shareholder relations offer practical lessons.

These examples often highlight the importance of diverse members of the board, robust decision-making processes, and proactive risk management.

We leverage our experience and expertise to help clients implement similar strategies, fostering a culture of excellence and driving sustainable growth for Romanian companies across various sectors, including both limited liability and joint stock companies.

FAQ:

What are the requirements for conducting board meetings in Romania?

In Romania, board meetings must comply with the applicable legislation, which includes the requirements set forth by the Romanian legislation.

Companies are required to convene meetings in accordance with their articles of association, which dictate the procedures shareholders must follow.

Additionally, the meeting must be held at the registered office or another location specified in the convening notice.

How can shareholders participate and vote in general shareholder meetings?

Shareholders can participate and vote in general shareholder meetings either in person or through electronic means.

The recent legal framework removes the requirement for companies to include identification data in the meeting notice, making it easier for shareholders to engage in the voting process, including the use of electronic voting in general.

What is the role of the supervisory board in Romanian companies?

The supervisory board is responsible for overseeing the management of the company and may appoint one or more directors.

Members of the supervisory board are appointed either directly by shareholders or through the general shareholder meeting, which can delegate this authority.

Their role is crucial in ensuring that the company adheres to the current legal framework concerning operational and strategic decisions.

How does electronic communication impact board meetings in Romania?

Electronic communication has transformed the way board meetings are conducted in Romania.

Companies may now utilize electronic means to convene meetings, allowing for greater flexibility and accessibility.

This shift aligns with the needs of the business, enabling stakeholders to participate remotely while ensuring compliance with the legal requirements set forth in the recent amendments to Romanian law.

What happens if a company fails to comply with the legal framework during a board meeting?

If a company fails to comply with the legal framework concerning board meetings, it may face legal repercussions, including invalidation of decisions made during the meeting.

The current legal framework emphasizes the importance of adhering to the stipulated procedures, such as ensuring that the convening notice is published at least 30 days prior to the meeting and that all necessary documentation is submitted.

Can a company hold a general shareholder meeting without the presence of all shareholders?

A general shareholders’ meeting may proceed without the attendance of all shareholders, as long as the required quorum is met.

Shareholders representing the absolute majority of the share capital must be present, either in person or via electronic means, for decisions to be valid.

The company’s articles of association typically specify the exact quorum requirements.

What are the implications of the deadline of 6 December 2024 for Romanian companies?

The deadline of 6 December 2024 is significant as it marks the date by which companies must comply with the new legal framework concerning board meetings and shareholder communications.

Companies that fail to meet these requirements may face penalties or other legal consequences.

It is essential for companies to stay informed and adjust their procedures accordingly to ensure compliance with the amended legislation.

How do secondary offices relate to board meetings in Romania?

Board meetings are generally held at the registered office.

Secondary offices may play a role in the operations of a company, particularly for those with representative offices in different locations.

However, companies may also convene them at secondary offices, provided this is specified in the articles of association.

This allows for greater flexibility in operations and can help accommodate shareholders who may be located in various regions.

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