Articles of Incorporation Romania

Articles of Incorporation in Romania – How to Draft the Constitutive Act (2025 Guide)

 

 

 

Articles of Incorporation in Romania – How to Draft the Constitutive Act (2025 Guide)

Setting up a company in Romania involves several crucial steps, with the drafting and registration of the Articles of Incorporation, also known as the Act Constitutiv, being paramount. This document serves as the foundational legal framework for Romanian companies, outlining the company’s structure, objectives, and operational guidelines. This guide provides a comprehensive overview of drafting the Articles of Incorporation in Romania, ensuring compliance with Romanian law and optimizing your business for success in 2025.


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What Are the Articles of Incorporation (Act Constitutiv) in Romania?

Un ecran de computer care afișează un șablon pentru actele de constituire.

Legal meaning under Romanian Company Law

Under Romanian company law, the Articles of Incorporation, or Act Constitutiv, is a legally binding document that establishes a company as a distinct legal entity. This document, essential for company incorporation in Romania, specifies the company’s core attributes, including its company name, registered office, and business activities. The Act Constitutiv details the share capital, the number of shareholders, and their respective contributions. It also outlines the rules governing the management and representation of the company. Furthermore, the Articles of Incorporation includes provisions for profit distribution and conditions for the company’s dissolution, making it a comprehensive guide for the company’s operations under Romanian law.

Difference between Articles of Incorporation and Articles of Association

While both Articles of Incorporation and Articles of Association are vital for company formation, they serve distinct purposes. The Articles of Incorporation, or Act Constitutiv in the Romanian context, primarily focuses on the fundamental aspects of the company. On the other hand, the Articles of Association, often referred to as the bylaws, detail the internal rules and procedures for governing the company.

DocumentFocus
Articles of Incorporation (Act Constitutiv)Company name, registered office, share capital, and business activities
Articles of Association (Bylaws)Internal rules and procedures for governing the company

The Articles of Incorporation are a prerequisite for registering a company in Romania with the National Trade Register Office, while the Articles of Association provide a more detailed operational framework.


Mandatory Elements of the Romanian Constitutive Act

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Company name, registered office, and object of activity

One of the primary components of the Articles of Incorporation for any Romanian company is the clear specification of the company name. This name must comply with Romanian law and be unique, distinguishing the new entity from existing Romanian companies registered in the Trade Register. Additionally, the registered office, the official address of the business in Romania, needs to be precisely stated. The business activities, or object of activity, must also be detailed, outlining the scope of operations the company will undertake, ensuring compliance with the regulations set by the Romanian Trade Register Office. These elements are crucial during the company incorporation process.

Share capital and shareholders’ contributions

The Articles of Incorporation must meticulously define the share capital of the Romanian company, specifying the total amount and the contribution of each shareholder. The document needs to clearly state the number of shares, their nominal value, and the method of contribution, whether in cash or in-kind. Proper documentation of these elements ensures compliance with Romanian trade regulations, and transparent records are maintained during company registration in Romania.

Company TypeShare Capital Requirements
Limited Liability Company (SRL)No minimum capital requirement (abolished in November 2020). Companies can be established with minimal share capital of as little as 1 RON.
Joint Stock Company (SA)Share capital requirements differ from SRLs, with higher minimum capital mandates.

Management and representation provisions

Defining the management structure and representation provisions is essential within the Articles of Incorporation of any Romanian company. For Romanian companies, ensuring that these provisions comply with Romanian law is critical for the company’s proper governance and to avoid any legal complications related to the Romanian Trade Register.

AreaDetails
ManagementOutlines who is authorized to manage the company, detailing the powers and responsibilities of the directors or administrators.
RepresentationSpecifies how the company will be represented in legal and business transactions, whether by a single director or a board.

Profit distribution and dissolution clauses

The Act Constitutiv must include clear clauses regarding profit distribution among shareholders and the conditions under which the company may be dissolved. These provisions dictate how profits will be allocated based on the number of shares held by each shareholder in the Romanian company. The document also outlines the procedures for dissolution, including liquidation processes and the distribution of assets. Properly drafted profit distribution and dissolution clauses ensure compliance with Romanian law, providing a transparent and equitable framework for all stakeholders during company formation in Romania.


Step-by-Step: How to Draft the Articles of Incorporation

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Templates and examples used by Romanian lawyers

Drafting the Articles of Incorporation, or Act Constitutiv, for a Romanian company involves careful consideration of Romanian law and best practices. Many lawyers in Romania utilize standardized templates as a starting point. These templates provide a structured framework, covering essential elements such as the company name, registered office, share capital, and business activities. However, it is crucial to tailor these templates to reflect the specific requirements and objectives of each Romanian company. Consulting with lawyers in Romania ensures that the Articles of Incorporation comply with all legal requirements and company incorporation requirements, optimizing the company’s operational framework.

Common mistakes to avoid when drafting your Act Constitutiv

When drafting the Act Constitutiv for a company in Romania, avoiding common mistakes is essential to ensure a smooth company registration process and long-term legal compliance. One frequent error is failing to accurately define the business activities, which can lead to operational limitations. Another common pitfall is neglecting to specify the share capital correctly, particularly the number of shareholders and their contributions. Ambiguous or incomplete management and representation provisions can also cause governance issues within the company. It is important to seek legal advice to avoid these errors and ensure the Articles of Incorporation are legally sound for the Romanian Trade Register.


Articles of Incorporation for SRL vs. SA Companies

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Differences in structure and legal requirements

The Articles of Incorporation for a Romanian SRL (limited liability company in Romania) differ significantly from those of an SA (joint stock company) due to variations in structure and legal requirements. An SRL, common for smaller businesses, benefits from simpler management and flexible share capital requirements with no mandatory minimum. The Act Constitutiv for an SRL reflects this, with straightforward provisions for management and share transfer. In contrast, an SA, typically used by larger enterprises, has more complex corporate governance structures, requiring a board of directors and greater regulatory compliance. Therefore, the Articles of Incorporation for an SA are more detailed, covering extensive reporting and shareholder rights, aligning with Romanian law.

How foreign investors can adapt templates

Foreign investors looking to set up a company in Romania can effectively use standard Articles of Incorporation templates, but adaptation is key to ensure compliance with Romanian law and alignment with their specific business needs. These templates often need modification to accurately reflect the intended business activities and management structure. Furthermore, foreign investors must ensure that the share capital and shareholder contributions comply with Romanian regulations. Consulting with lawyers in Romania is vital for navigating these nuances and tailoring the Articles of Incorporation to meet the unique requirements of international business practices and ensure a smooth registration in Romania.


Filing and Registering the Constitutive Act in Romania

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Required documents and ONRC registration procedure

Filing and registering the Act Constitutiv involves a detailed procedure with the National Trade Register Office (ONRC) in Romania. The first step in company registration in Romania requires submitting several essential documents, including the drafted Articles of Incorporation, proof of the company name availability, and the identification documents of the shareholders. For limited liability companies, demonstrating the Romanian minimum share capital deposit is necessary. Once all documents are submitted to the Romanian Trade Register, the ONRC reviews them for compliance with Romanian law. Upon approval, the company is registered, and a certificate of incorporation is issued, marking the official company formation in Romania.

Legal fees and translation requirements

When setting up a company in Romania, understanding the associated legal fees and translation requirements is essential for proper budgeting and compliance. Legal fees typically cover the cost of drafting the Articles of Incorporation, legal advice, and representation during the Romanian Trade Register Office registration. If the original documents are not in Romanian, certified translations are mandatory and must be provided during company incorporation. These translation requirements add to the overall expense, so it’s crucial to account for these costs in the initial investment plan for your business in Romania. Engaging lawyers in Romania who are experienced in company formation in Romania can help navigate these requirements.


Expert Tips for Foreign Entrepreneurs

A stack of official papers with a seal and signature on top.

How to align your Articles with Romanian business law

For foreign entrepreneurs aiming to establish a business in Romania, aligning the Articles of Incorporation with Romanian law is paramount for a seamless company incorporation process. Foreign investors should ensure their Articles of Incorporation comply with specific legal provisions governing various Romanian companies, such as limited liability companies and joint stock companies. This includes adherence to regulations related to share capital, the number of shareholders, and the registered office. Consulting with lawyers in Romania is crucial to navigate these legal nuances and ensure your business activities are accurately reflected in the Act Constitutiv and comply with Romanian law.

Legal review by a Romanian lawyer

Engaging a Romanian lawyer to review the Articles of Incorporation is an essential step for both local and foreign entrepreneurs to ensure full compliance with Romanian law. A legal expert can identify potential issues and provide tailored advice to align the document with current legal standards and the specific type of company being established. They can verify that all required elements, such as the company name, share capital, and business activities, are accurately defined, minimizing the risk of rejection by the Romanian Trade Register. This legal review safeguards against future legal challenges, providing a solid foundation for the registration of the company and its subsequent operations.


Conclusion: Why the Constitutive Act Matters in 2025

A close-up of a signature being written on a contract.

In 2025, the Articles of Incorporation remain a critical document for any company in Romania, serving as the cornerstone of its legal and operational framework. Properly drafting and registering the Act Constitutiv ensures compliance with Romanian law, enabling the company to conduct business activities smoothly and without legal impediments. As regulations evolve, staying updated with the latest legal requirements is crucial. For foreign investors, understanding these nuances is particularly important to navigate the company incorporation process effectively and ensure a successful start for their business in Romania.


Useful Resources & Links


FAQ – Articles of Incorporation in Romania

Q: What are the articles of incorporation in Romania?

A: The articles of incorporation in Romania are legal documents that establish a company as a distinct legal entity. They outline the company’s name, purpose, registered office, share capital, and structure. This document is essential for the registration of the company in the Romanian trade registry.

Q: How do I set up a company in Romania?

A: To set up a company in Romania, you need to choose a business form, prepare the articles of incorporation, and submit them along with other necessary documents to the Romanian trade register. You must also obtain a unique registration code and a registration certificate to legally operate your business in Romania.

Q: What is the process of company registration in Romania?

A: The process of company registration in Romania involves several steps, including selecting a company name, preparing the articles of incorporation, paying the required fees, and registering with the Romanian trade registry. Once registered, the company will receive a registration number and be legally recognized to conduct business operations. The standard registration timeline is 7 to 10 working days, though recent technical difficulties at the Trade Registry have occasionally extended this process beyond the typical timeframe.

Q: What types of businesses can I register in Romania?

A: In Romania, you can register various types of businesses, including limited liability companies (SRL), joint stock companies (SA), and micro companies. The choice of business form depends on factors like the number of shareholders and the capital required for incorporation.

Q: Do I need a Romanian bank account to register a company?

A: Yes, opening a Romanian bank account is necessary to deposit the share capital required for company incorporation. The bank will provide a certificate confirming the deposit, which is needed for the registration process with the Romanian trade register.

Q: What is the minimum number of shareholders required to start a business in Romania?

A: The minimum number of shareholders required to start a limited liability company in Romania is one. However, for joint stock companies, at least two shareholders are necessary. This structure allows both Romanian and foreign individuals to establish a company in Romania.

Q: How long does the registration process take for a company in Romania?

A: The registration process for a company in Romania typically takes about 7 to 10 working days, provided all documents are correctly submitted and comply with Romanian law. However, recent technical difficulties at the Trade Registry have occasionally extended registration procedures beyond this typical timeframe. Delays may also occur if additional information is required by the Romanian authorities.

Q: What is the significance of the registration certificate?

A: The registration certificate is a crucial document that proves your company is legally registered with the Romanian trade registry. It contains important information, such as the registration number, date of registration, and details about the company’s structure, which are necessary for conducting business operations in Romania.

Q: Is VAT registration necessary for all companies in Romania?

A: VAT registration is mandatory for companies in Romania whose taxable turnover exceeds the threshold set by the Romanian tax authorities. However, businesses can also opt for VAT registration voluntarily, which allows them to reclaim VAT on their expenses, benefiting their overall business operations.


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 proceeding with drafting your company’s articles of incorporation. Laws and procedures are subject to change, and individual circumstances may vary.

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Romanian business professional reviewing GDPR compliance checklist on laptop in Bucharest office

GDPR Compliance Checklist for Romanian Companies 2025

GDPR Compliance Checklist for Romanian Companies

What crucial step could protect your business from devastating fines while building customer trust?

Many organizations underestimate how Europe’s strict data protection laws apply to their operations.

While GDPR penalties can reach €20 million or 4% of global revenue, Romanian enforcement authorities have imposed fines ranging from €3,000 to €130,000 for violations, demonstrating that penalties scale with the severity of breaches and organizational size.

GDPR compliance checklist for Romanian companies

Romania’s evolving digital economy demands proactive measures to align with rigorous privacy standards.

Legal experts emphasize that proper adherence involves more than basic policy updates—it requires systematic data governance.

Companies must address consent protocols, breach response plans, and cross-border data flows to avoid regulatory scrutiny.

Specialized legal guidance helps businesses transform compliance into strategic advantages.

Firms adopting privacy-first approaches often see improved client relationships and operational resilience.

Those delaying action risk not only financial consequences but also long-term reputational damage in competitive markets.

For tailored strategies meeting international standards, contact our data protection lawyers in Bucharest.

Our team of legal professionals provide actionable frameworks to navigate complex requirements while prioritizing business growth.

Key Takeaways

  • Data protection laws apply regardless of a company’s physical location if EU resident information is processed,
  • Penalties can reach €20 million or 4% of global revenue, emphasizing the need for preventive measures,
  • Building customer trust through transparent data practices creates market differentiation,
  • Legal experts offer customized solutions to align business operations with regulatory demands,
  • Compliance involves continuous monitoring, not just one-time adjustments.

Understanding GDPR and Its Impact on Romanian Businesses

How can organizations in Romania turn regulatory demands into strategic opportunities?

The General Data Protection Regulation (GDPR) reshapes how businesses manage information, particularly for entities handling EU residents’ data.

Its extraterritorial scope means even non-EU-based firms must adhere to strict standards when processing personal details of European citizens.

Core Regulatory Foundations

The regulation establishes six foundational principles for data handling, plus an overarching accountability principle.

These mandate that organizations:

  • Process information lawfully and transparently,
  • Collect only necessary data for specific purposes,
  • Maintain accuracy and limit storage durations.

Such requirements demand technical safeguards like encryption and operational protocols for accountability.

Privacy-by-design methodologies ensure protections are embedded in all systems.

Strategic Advantages for Local Entities

Adhering to these standards transforms obligations into opportunities.

Firms prioritizing data protection report:

  • Enhanced client confidence through transparent practices,
  • Reduced breach-related costs and operational disruptions,
  • Differentiation in markets where privacy concerns influence decisions.

For tailored strategies aligning Romanian operations with these regulations, consult our team of Romanian Lawyers.

Proactive adaptation not only mitigates risks but positions businesses as trustworthy data stewards.

Exploring Key GDPR Roles and Terminology

Who holds ultimate accountability in data governance frameworks?

Clarifying responsibilities under privacy regulations helps organizations establish clear operational boundaries.

Three critical roles form the foundation of proper data management practices.

data protection officer

Data Controllers, Processors, and Data Subjects

Data controllers determine why and how personal information is handled.

They bear legal responsibility for compliance across all processing activities.

Third-party processors execute tasks under controller directives but must independently meet security standards.

Individuals whose data is collected, known as data subjects, retain rights to access or delete their information.

Organizations must implement systems to honor these requests efficiently.

The Essential Role of the Data Protection Officer (DPO)

A data protection officer oversees compliance strategies and acts as the regulatory liaison.

This role is mandatory for entities processing sensitive data or conducting large-scale monitoring.

Under Romanian Law 190/2018, organizations processing national identification numbers (CNP) based on legitimate interest must also appoint a DPO, even if they don’t meet the standard GDPR thresholds.

This additional requirement reflects Romania’s enhanced protection for sensitive national identifiers.

Romanian businesses uncertain about role allocations should consult office@theromanianlawyers.com.

Proper classification prevents overlapping liabilities and ensures alignment with cross-border standards.

Conducting a Comprehensive Data Audit and Mapping

Organizations handling personal information must first establish clarity in their data ecosystems.

A systematic audit reveals how data flows through operations, exposing vulnerabilities while ensuring alignment with legal obligations.

This foundational step transforms raw information into actionable insights for risk management.

data audit and mapping

Identifying What Personal Data You Collect

Begin by cataloging every category of personal data your organization processes.

Common examples include:

  • Contact details (names, email addresses).
  • Digital identifiers (IP addresses, device information).
  • Sensitive records (financial data, health information).

Document each data point’s purpose, collection method, and retention timeline.

Assess whether processing activities rely on valid legal grounds like contractual necessity or explicit consent.

Storage locations demand equal scrutiny—identify physical servers, cloud platforms, and third-party repositories holding sensitive materials.

Access controls form another critical audit component.

Map which employees or systems interact with personal data and verify authorization protocols.

This process highlights potential exposure points while streamlining responses to information requests.

Romanian entities seeking structured frameworks for these assessments may contact our data protection legal specialists.

Expert guidance ensures audits meet regulatory expectations while supporting operational efficiency.

GDPR Compliance Checklist for Romanian Companies

Businesses handling EU data face operational complexity when aligning processes with privacy standards.

Structured frameworks simplify adherence while minimizing risks of non-conformance.

Effective strategies combine procedural clarity with technological safeguards to meet evolving requirements.

data protection checklist steps

Actionable Protocols for Information Security

Organizations should prioritize these critical measures:

Action ItemResponsible PartyDeadline
Complete data flow mappingIT & Legal Teams30 Days
Implement encryption protocolsSecurity Department45 Days
Update third-party contractsCompliance Officer60 Days

Consent Management Best Practices

Valid authorization requires unticked checkboxes and separate permissions for distinct processing purposes.

Confirmation emails enhance verification, while centralized logging systems track user agreements with timestamps and purpose details.

Organizations must honor withdrawal requests without undue delay and provide confirmation within one month, as required by GDPR Article 12(3).

Automated systems should flag outdated records immediately upon withdrawal, ensuring ongoing alignment with transparency obligations and ceasing processing activities promptly.

Regular audits verify adherence to storage limitation principles and access controls.

Local enterprises seeking customized frameworks may contact office@theromanianlawyers.com.

Specialized guidance helps establish resilient processes that satisfy regulatory expectations while supporting operational scalability.

Ensuring Website Security and Transparent Privacy Policies

How do modern businesses balance robust security with user transparency?

Websites storing personal information require layered defenses against cyber threats.

Organizations must adopt technical safeguards while clearly communicating data handling practices to users.

website security and privacy policies

Implementing SSL, Strong Passwords, and Anti-Virus Measures

HTTPS encryption via SSL certificates forms the first line of defense.

Multi-factor authentication and complex passwords prevent unauthorized account access.

Regular vulnerability scans and firewall updates address emerging threats.

Advanced protections include:

  • Content Delivery Networks (CDNs) to mitigate DDoS attacks,
  • Intrusion detection systems monitoring server activity,
  • Automated backups stored in geographically separate locations.

Designing Clear and Accessible Privacy Notices

Privacy policies must explain data collection purposes in plain language.

Every page should feature a visible link to these documents. Essential disclosures include:

  • Types of information gathered (contact details, device data)
  • Legal basis for processing activities
  • Third-party data sharing arrangements

Entities developing their online platforms should consult office@theromanianlawyers.com for policy reviews.

Proper alignment with privacy standards builds credibility while reducing legal exposure.

Managing Third-Party Vendors and International Data Transfers

How can businesses ensure their partners meet strict data protection standards?

Organizations relying on external vendors must verify their adherence to privacy regulations.

This requires thorough evaluations and contractual safeguards to maintain accountability across supply chains.

Evaluating Vendor Requirements and Contracts

Entities handling personal information must catalog all service providers processing data.

This includes cloud platforms, payment systems, and marketing tools.

Assessments should examine vendors’ security certifications, breach response plans, and documentation of regulatory alignment.

Legally binding agreements define responsibilities between controllers and processors.

These contracts specify permitted activities, retention timelines, and security protocols.

Subcontractor arrangements require explicit approval to maintain oversight.

RequirementActionMechanism
Vendor AccountabilityReview security auditsAnnual assessments
Data TransfersImplement SCCsContractual clauses
Risk MitigationConduct impact analysesTransfer evaluations

Cross-border data flows demand additional precautions.

Companies must confirm whether recipient countries have EU adequacy status.

For other regions, standardized contractual clauses or binding corporate rules become mandatory safeguards.

Romanian enterprises navigating these complexities should seek specialized Romanian Lawyer.

Proactive vendor management frameworks prevent regulatory violations while fostering trust with European partners.

Contact office@theromanianlawyers.com for tailored strategies addressing cross-border operational challenges.

Preparing for Data Breaches and Facilitating Data Subject Rights

What separates resilient organizations from vulnerable ones when cyber threats strike?

Proactive preparation for security incidents and efficient handling of individual rights form the backbone of modern data governance.

Organizations must balance rapid response capabilities with systematic processes to address user inquiries.

Developing a Robust Breach Response Plan

Effective incident management requires predefined protocols.

Immediate detection mechanisms trigger containment procedures within one hour of identifying unauthorized data access.

Forensic teams analyze breach scope while legal advisors determine notification obligations to authorities within 72 hours.

Regular simulation exercises test communication channels between IT, legal, and PR departments.

Documentation templates for breach reports ensure regulatory requirements are met without delays.

Continuous monitoring systems flag unusual activity patterns to prevent escalation.

Streamlining Data Subject Access Requests

Individuals increasingly exercise their right to review or delete personal information.

Centralized portals allow users to submit requests through secure authentication methods.

Automated workflows verify identities and route inquiries to appropriate teams within 24 hours.

Response templates maintain consistency while adhering to legal timelines.

Secure delivery channels protect sensitive information during transmission.

Audit trails demonstrate compliance with access rights obligations during regulatory inspections.

Entities requiring customized frameworks for incident management or user rights processes should contact office@theromanianlawyers.com.

Structured approaches transform regulatory demands into operational strengths while maintaining stakeholder trust.

FAQ

When must Romanian businesses appoint a data protection officer?

Organizations must designate a data protection officer if they systematically monitor individuals on a large scale or process sensitive categories like health records.

Public authorities in Romania also require this role regardless of data volume.

How long can companies retain customer information under EU regulations?

Storage periods must align with the original purpose for collection.

For example, transaction records may be kept for tax compliance periods specified by ANAF (Romania’s tax authority), while marketing contact lists require periodic reviews for relevance.

What technical safeguards are mandatory for website security?

Essential measures include SSL encryption, multi-factor authentication, regular penetration testing, and documented patch management processes.

Organizations should implement security measures proportionate to the risk level of data processing, following GDPR Article 32 requirements for appropriate technical and organizational measures.

Are international cloud providers like AWS or Microsoft Azure GDPR-compliant for Romanian data?

Providers operating under EU-approved mechanisms like Standard Contractual Clauses (SCCs) or binding corporate rules generally meet requirements.

However, companies must verify current certifications and update Data Processing Agreements (DPAs) annually.

What penalties apply for violating data subject rights in Romania?

The National Supervisory Authority for Personal Data Processing (ANSPDCP) can impose fines up to €20 million or 4% of global turnover.

Recent enforcement actions targeted improper consent practices and delayed breach notifications.

How should organizations handle data access requests from employees?

Businesses must respond within 30 days, providing free electronic copies of records.

Implement automated DSAR workflows in platforms like Microsoft 365 or specialized tools such as OneTrust to track and fulfill requests efficiently.