Corporate Law in Romania
Company governance · shareholder agreements · M&A · restructuring · director duties
Romanian corporate law governs the formation, governance, operation and dissolution of companies registered in Romania. For international entrepreneurs and foreign-owned businesses, understanding how Romanian company law applies to their specific structure — and where it differs from the legal frameworks they are familiar with — is essential for protecting their investment and managing their Romanian operations effectively.
Romania For Business SRL provides English-speaking corporate law advice for international clients across the full lifecycle of a Romanian company: from initial structure selection and Articles of Association through to shareholder agreements, director appointments, corporate transactions and — where needed — restructuring or dissolution. All advice is grounded in current Romanian company law and coordinated with the client’s accounting, tax and operational context.
International founders often assume that the governance rules they are familiar with apply in Romania. They typically do not. Romanian company law has specific rules on shareholder voting thresholds, director authority, share transfer restrictions and minority rights that differ materially from common law and continental European traditions. A bespoke shareholders’ agreement is the most effective way to customise these default rules.
Corporate Law Services for International Businesses in Romania
Romania For Business SRL provides corporate legal support across six practice areas within Romanian company law. Each is described in detail in the sections that follow.
Company Formation & Structure
Legal structure selection, Articles of Association drafting and governance design for new Romanian companies.
- SRL vs branch vs SA advice
- Articles of Association (bilingual)
- Registered address documentation
- ONRC filing coordination
Shareholders’ Agreements
Bespoke shareholders’ agreements under Romanian law — protecting foreign investors and minority shareholders.
- Voting and reserved matters
- Deadlock mechanisms
- Exit and share transfer rights
- Drag-along / tag-along clauses
- Minority shareholder protection
Director Duties & Governance
Director service agreements, corporate governance advice and board authority frameworks.
- Director service agreement
- Fiduciary duties advice
- Conflict of interest management
- Corporate authorisations
- Reserved matters framework
Share Transfers & Capital
Share transfer agreements, capital increases, share pledges and related ONRC filings.
- Share transfer agreement
- Capital increase documents
- Share pledge (gaj) agreements
- ONRC amendment filings
- UBO declaration updates
M&A & Due Diligence
Corporate due diligence, SPA drafting, representations & warranties and post-acquisition integration.
- Corporate due diligence
- Share purchase agreement (SPA)
- Representations & warranties
- Condition precedents coordination
- Post-acquisition integration
Restructuring & Dissolution
Company mergers, demergers, wind-down planning and formal liquidation under Romanian law.
- Company merger / demerger
- Branch closure
- SRL dissolution & liquidation
- Asset transfer structuring
- ANAF clearance coordination
Shareholders’ Agreements for Foreign-Owned Romanian Companies
A shareholders’ agreement (convenție între asociați or pact de acționari) is the most important corporate document for a foreign-owned Romanian company with more than one shareholder — or where a single foreign shareholder wants to customise the default rules under Romanian company law. Romanian Company Law No. 31/1990 provides default governance rules that apply in the absence of agreement — and many of those defaults do not suit international investors.
Romania For Business SRL drafts bespoke shareholders’ agreements under Romanian law, structured to be enforceable in Romania while addressing the commercial priorities that matter to international clients — exit rights, minority protection, deadlock resolution and IP ownership.
| Provision | What it does — and why it matters for international investors |
|---|---|
| Reserved matters (supermajority votes) | Certain major decisions — issuing new shares, changing the business, taking significant debt, changing the Articles, approving dividends — are ring-fenced to require a higher threshold than the legal minimum. This prevents a majority shareholder from making significant changes without minority consent. |
| Deadlock mechanism | When shareholders cannot agree on a reserved matter, the agreement provides a structured resolution process — negotiation period, escalation to senior management, mediation and, if necessary, a buy-sell (Russian roulette or shoot-out) mechanism. Without a deadlock clause, Romanian law provides no default resolution and a deadlocked company can become paralysed. |
| Share transfer restrictions | Romanian company law permits — but does not require — pre-emption rights, right of first refusal and transfer approval mechanisms. A shareholders’ agreement specifies exactly who can transfer shares, to whom, at what price and with what consent. Without this, the statutory default transfer rules apply — which may not reflect the parties’ intentions. |
| Drag-along and tag-along rights | Drag-along allows a majority shareholder to force minority shareholders to participate in a sale of the whole company. Tag-along allows minority shareholders to join a majority-share sale on the same terms. Neither right exists as a default under Romanian law — they must be expressly agreed. |
| Anti-dilution protection | When new shares are issued (capital increase), existing shareholders may be diluted unless pre-emptive rights are clearly set out. An anti-dilution clause specifies the conditions under which new shares can be issued, at what price and with what consent from existing shareholders. |
| Dividend policy | Dividend decisions in a Romanian SRL require a shareholders’ resolution. A shareholders’ agreement can specify a minimum dividend distribution obligation, the timing of dividend meetings and the accounting basis for distribution. Particularly important for investors who require regular cash distributions. |
| IP ownership and assignment | For companies where intellectual property is a key asset, the shareholders’ agreement specifies that all IP created by shareholders, directors or employees vests in the company — not in any individual. Prevents post-exit IP ownership disputes. |
| Exit mechanisms | Defined exit routes — IPO, trade sale, secondary buyout — with agreed valuation methodologies, timelines and consent thresholds. Particularly important for PE/VC investors entering through a Romanian SRL structure. |
Director Duties and Corporate Governance in Romanian Companies
The director (administrator) of a Romanian SRL has significant personal obligations under Romanian company law and civil law. Foreign nationals serving as directors of Romanian companies — whether as owner-directors or as appointed managers — should understand these obligations before accepting the role.
| Director obligation | What it means in practice |
|---|---|
| Duty of loyalty | Directors must act in the best interests of the company — not in their own interests or those of a parent company, shareholder or third party. Conflicts of interest must be disclosed and managed. |
| Duty of care and diligence | Directors must manage the company with the diligence of a prudent businessman. Negligent management decisions that result in loss to the company can give rise to personal liability. |
| Accounting and reporting duties | Directors are responsible for ensuring the company maintains proper accounting records, files annual financial statements with ANAF and complies with its tax reporting obligations. Failure to ensure compliance can expose the director to personal liability for company debts in insolvency. |
| UBO declaration obligation | Directors are responsible for ensuring the beneficial owner declaration filed with the Trade Register is accurate and updated within 15 days of any change. Failure to comply results in fines for the company and can create personal liability. |
| AML obligations | In regulated sectors, the director has personal obligations under Romanian AML law — including designating a compliance officer, implementing AML policies and reporting suspicious transactions to ONPCSB. Non-compliance can result in criminal liability. |
| Personal liability in insolvency | If the company becomes insolvent, a Romanian court can extend the company’s debts to the director personally if the director contributed to the insolvency through fraud, mismanagement or deliberate dissipation of assets. This is a material risk for directors who are also creditors of the company. |
Being based outside Romania does not reduce a director’s legal obligations under Romanian company law. A foreign national serving as administrator of a Romanian SRL is subject to the same fiduciary duties, personal liability exposure and statutory obligations as a Romanian director. We recommend a director service agreement and an indemnification policy as standard for all foreign directors of Romanian companies.
M&A and Corporate Transactions in Romania
Corporate transactions in Romania — acquisitions, mergers, investments and joint ventures — involve a specific legal framework under Romanian company law, civil law and tax law. Romania For Business SRL provides corporate legal support for the Romanian law elements of cross-border M&A transactions, working alongside the client’s lead transaction counsel where the deal spans multiple jurisdictions.
Deal structure agreed
NDA / exclusivity signed
Corporate due diligence
Financial & tax DD
SPA / SHA negotiated
Conditions precedent
Signing & closing
Post-closing integration
| M&A scope area | What Romania For Business SRL provides |
|---|---|
| Corporate due diligence | Legal review of the target company’s corporate documents — Trade Register extract, Articles of Association, shareholders’ agreements, director appointments, share capital history, UBO declarations, pending litigation (public court registry) and ONRC filing history. Output: written due diligence report in English. |
| Share purchase agreement (SPA) | Drafting or reviewing the Romanian law elements of the SPA — representations and warranties on corporate structure, share ownership, compliance, absence of encumbrances and no material change. Romanian-specific legal conditions precedent. |
| Conditions precedent | Identification and management of Romanian-specific conditions precedent — regulatory approvals, ANAF clearance certificates, landlord consents, key contract change-of-control consents and UBO declaration updates required before closing. |
| Closing mechanics | Coordination of Romanian closing deliverables — notarised share transfer documents where required, ONRC filing immediately after closing, post-closing UBO update and director change filing. |
| Post-acquisition integration | Corporate restructuring after acquisition — amendment of Articles of Association, replacement of directors, share capital adjustments, merger with an existing Romanian entity (fuziune) and integration with the acquirer’s group structure. |
| Competition law (merger control) | Preliminary assessment of whether the transaction requires notification to the Romanian Competition Council (Consiliul Concurenței) or the European Commission under EU merger control rules. Referral to specialist competition counsel where notification is required. |
Share transfers in Romanian SRL companies that are documented before a notary public (as is common practice for larger transactions) require both parties or their duly authorised representatives to appear before a Romanian notary. For cross-border transactions, power of attorney documents must be prepared, notarised and apostilled in the seller’s and buyer’s home countries before closing. Build this into the closing timetable.
Company Restructuring and Dissolution in Romania
When a Romanian company needs to be closed, merged, demerged or transferred, Romanian company law prescribes a structured process with mandatory steps, creditor notification requirements and Tax Authority clearance. Voluntary dissolution and liquidation is the most common route for companies that have completed their purpose or are no longer needed.
| Route | When it applies | Key steps and timeline |
|---|---|---|
| Voluntary dissolution & liquidation | Company has ceased or is ceasing operations and has no outstanding debts, proceedings or employees | Shareholders’ resolution → appointment of liquidator → publication of dissolution notice → 30-day creditor period → ANAF clearance certificate → ONRC de-registration. Typically 3–6 months minimum. |
| Simplified dissolution (no liquidator) | Company has had no activity since formation, no employees and no debts — very limited circumstances | Shareholders’ resolution → ONRC confirmation → dissolution. Faster but eligibility is strict — confirm with adviser before proceeding. |
| Merger (fuziune) | Two Romanian companies are combining — acquiree merges into acquiror or both merge into a new entity | Merger plan → shareholders’ approval → creditor protection period → ONRC filing → transfer of all assets and liabilities → acquiree ceases to exist. Typically 4–8 months. |
| Demerger (divizare) | Part of the company’s assets and activities are transferred to a new or existing entity | Demerger plan → shareholders’ approval → creditor protection period → ONRC filing. More complex than merger — tax implications must be confirmed. |
| Branch closure | A branch of a foreign company is no longer needed in Romania | Parent company resolution → ANAF clearance → ONRC de-registration of the branch. Faster than SRL dissolution — typically 2–3 months. |
CORPORATE LAW SERVICES IN ROMANIA
fixed fees below
CORPORATE LAW SERVICES PACKAGE INCLUDES:
- Company formation advice — structure selection (SRL, branch, SA), governance design
- Shareholders’ agreement — bespoke, under Romanian law, for foreign-owned companies
- Director service agreement — duties, remuneration, indemnification, termination
- Corporate governance review — Articles of Association, reserved matters, board rules
- Share transfer — agreement preparation, ONRC filing coordination
- Capital increase — shareholders’ resolution, Trade Register amendment
- Post-acquisition integration — SRL merger, restructuring, dissolution
- Due diligence coordination — legal and corporate (for M&A transactions)
- Shareholder dispute advice — deadlock resolution, minority protection
- Cross-border transaction structuring — Romanian law elements of international deals
INDICATIVE FIXED FEES — STANDARD CORPORATE DOCUMENTS
- Shareholders’ agreement (up to 3 parties, standard terms) from €500
- Director service agreement (standard, Romanian law) from €350
- Share transfer agreement (single transferor, standard) from €300
- Corporate resolution / shareholders’ minutes (standard) from €150
- Articles of Association redraft (SRL, bilingual) from €400
- Capital increase — document preparation + ONRC coordination from €350
- Company dissolution — initiation documents from €500
- M&A legal due diligence — corporate layer (per target entity) from €1,200
- Share purchase agreement (standard, up to 2 parties) from €1,500
- Post-M&A integration advice — merger or restructuring on request