Corporate Secretarial Services in Romania
Registered office · Trade Register (ONRC) amendments · shareholder resolutions · UBO updates
A Romanian SRL stays in good standing when its Trade Register entry matches reality: a registered office in Romania (ours costs €400 a year), every change of director, address, capital or shareholders filed at ONRC, the beneficial owner (UBO) declaration updated within 15 days of a change, and the annual accounts approved by the shareholders before they are filed by 31 May.
Romania for Business Advisory S.R.L. does this paperwork for owners who run their Romanian company from abroad. We draft resolutions and updated Articles of Association in Romanian and English, file them with ONRC, track the deadlines and send the registered documents back to you. Most of our clients are based outside Romania, so the work runs by email and video call.
Secretarial Tasks, Timelines and Fees
Fees for Trade Register amendments depend on the number of filings and on the company’s structure, so we confirm them in writing before engagement. Once the file is complete, ONRC registers a director or address change in 3–5 working days.
| Task | What we prepare and file | Timing | Fee |
|---|---|---|---|
| Registered office (sediu social) | Hosting agreement for a Bucharest address used in ONRC and ANAF filings; incoming mail scanned and emailed | Address ready 1–2 working days after you choose a tier; mail emailed within one business day | €400 per year |
| Change of director | Shareholders’ resolution appointing or removing the director, updated Articles if needed, ONRC filing | 3–5 working days at ONRC | Quoted in writing |
| Change of registered address | New hosting agreement or lease, ONRC filing | 3–5 working days at ONRC | Quoted in writing |
| New CAEN activity codes | Shareholders’ resolution or director decision, ONRC filing; several codes go in one filing | One ONRC filing | Quoted in writing |
| Share capital increase | Shareholders’ resolution, updated Articles, proof of the new contribution, ONRC filing | Before applying for VAT with the higher capital | Quoted in writing |
| Share transfer | Share transfer agreement (contract de cesiune), shareholders’ resolution, updated Articles, ONRC filing | Depends on the consent the Articles require | Quoted in writing |
| Company name change | Name availability check at ONRC, shareholders’ resolution, updated Articles; ONRC issues a new registration certificate | After the availability check | Quoted in writing |
| UBO declaration update | Updated beneficial owner declaration filed with ONRC | Within 15 days of the change | Quoted in writing |
| Approval of the annual accounts | Shareholders’ resolution approving the bilanț, dividend documentation | Before the 31 May filing deadline | Part of the annual report: €100–€350 per year |
| Certificat constatator | Official ONRC extract ordered online, valid 30 days for most official purposes | Ordered online | 30 lei state fee |
Prices as published on our service pages on 26 October 2026. Fees may be subject to Romanian VAT.
Deadlines That Lead to Fines or Inactive Status
Official letters from ONRC, ANAF and the courts go to the registered office in Romania, not to the owner abroad. A missed letter usually means a missed date, so these are the dates we track for each client:
| Obligation | Deadline | Why it matters |
|---|---|---|
| Registrul Unic de Control (inspection register from ANAF) | Within 30 days of registration at ONRC | Fine of RON 1,000–2,500 |
| Annual financial statements (bilanț) | 150 days after year-end: 31 May, or the next working day | Fine of RON 300–4,500 depending on the delay; ANAF declares the company inactive five months after the deadline |
| UBO declaration | Within 15 days of a change in ownership, directors or beneficial owners | Required under Romanian AML law; filed directly with ONRC |
| Registered office hosting agreement | Renewal before expiry | The provider may notify ONRC, which can lead to a deficiency notice and irregular status; we send a reminder 60 days before expiry |
| Dividend withholding tax | By the 25th of the month after payment | 16% withheld from dividends paid to individual shareholders and paid to ANAF |
How an ONRC Amendment Works While You Are Abroad
A change of director is the request we see most often. It takes a shareholders’ resolution appointing or removing the director, updated Articles of Association if they name the director, and an ONRC filing; the new director appears in the register 3–5 working days after the complete file goes in.
A share transfer adds a share transfer agreement (contract de cesiune), and for a sale to a third party the Articles may require a supermajority or unanimous consent of the shareholders. A name change starts with an availability check at ONRC and ends with a new registration certificate, after which every invoice and contract must carry the new name.
Any change of shareholders or directors also restarts the 15-day clock for the UBO declaration. When the filing is registered, a fresh certificat constatator from the Trade Register (30 lei) shows the new details to your bank and counterparties.
Approving the Annual Accounts and Paying Dividends
The bilanț cannot be filed until the shareholders approve it by resolution. We prepare that resolution together with the dividend documentation: amount, currency and payment date, plus a check that the distribution does not exceed the distributable reserves shown in the approved accounts. Annual financial statements cost €100 a year for a dormant company and up to €350 for an active, complex one, and they are included at no extra fee in the monthly accounting package.
When You Need a Different Service
- No company yet: SRL registration by power of attorney costs €1,490 and takes from 18 working days.
- Bookkeeping, VAT returns and payroll are accounting work, from €150 a month.
- A shareholder dispute, contract negotiation or court case goes to our partner lawyer at €150 per hour.
- A licence in a regulated sector or staff working in Romania needs physical premises; a virtual office address is not enough there.
Send us the company’s CUI and the change you need. We reply with the document list and a written fee before anything is filed – contact the corporate secretarial team.