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Country law guide · Romania

Company law & governance in Romania

Company formation, ownership, governance and the decisions that shape a business.

Romanian companies are registered through the National Trade Register Office, with the SRL and SA among the forms governed by Companies Law No. 31/1990. Shareholder liability, management and corporate approvals depend on the form. A registration certificate does not establish permission for every regulated business activity.

Prepare the constitutional and signing arrangements around the actual owners and financing. Check amendments after the dated ONRC consolidation before implementing a formation or governance change. The resulting corporate file should connect ownership, decision-making authority and continuing filing duties, so that the registered structure supports the business activity and transactions actually being undertaken.

Key laws & official sources

National Trade Register Office

Provides Romanian trade-register services, company information and filing guidance.

Companies Law No. 31/1990 — ONRC consolidation

Covers Romanian company forms, shareholder liability and governance; later amendments require checking.

Point to check

Registration alone does not establish sector approval, tax compliance or unrestricted foreign ownership; verify the proposed activity and current filing requirements before trading.

Practical next steps

  • Verify the Romanian company form, trade-register entry and current Companies Law.
  • Reconcile beneficial ownership, capital contributions and voting rights.
  • Approve signing powers and record director conflicts.

Documents to prepare

  • Constitution and registry extract
  • Ownership chart and shareholder agreements
  • Board minutes and proposed decisions
Illustrative legal professionals with the Palace of Parliament in Bucharest
Illustrative professional scene: the Palace of Parliament, Bucharest. Fictional people; not a Jurisiti office or team photograph.

How Jurisiti can help

Start with the entity’s legal form, registered seat and actual operations. Incorporation, licensing, tax residence and permission to carry on a regulated activity answer different questions. A governance review should trace authority from the constitution through the board and shareholder decisions to the person signing the transaction.

  • Entity choice and incorporation
  • Shareholder agreements and director duties
  • Corporate records, approvals and beneficial ownership

Questions about your matter

How do I start a company law & governance enquiry in Romania?

Identify the jurisdiction, the people involved, any existing proceeding or deadline, and the result you need. A short chronology and the key documents help define the proposed engagement before local professional arrangements are confirmed.

Can a cross-border matter involve more than one legal system?

Yes. Romania may be one part of a wider matter involving another place of residence, contracting party, asset or forum. Applicable law, jurisdiction and enforcement should be assessed separately, using the relevant national and international rules.

Does this guide establish a lawyer-client relationship?

No. An enquiry or use of this guide does not establish an engagement. Conflicts, professional authority, scope, responsibilities and fees must be confirmed before work is undertaken.

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