Corporate & Business Lawyer Romania

Choosing the legal form: SRL, SA, branch or subsidiary

Most foreign investors use a limited liability company (SRL), governed by Company Law no. 31/1990. A joint-stock company (SA) suits larger shareholder structures or a planned capital-market listing. A branch has no separate legal personality, so the foreign parent remains directly liable for its obligations, while a subsidiary is a separate Romanian company.

The choice affects liability, accounting, tax treatment and how profits are repatriated, so it is worth deciding before documents are drafted rather than restructuring later.

Registration with the Trade Register (ONRC)

Incorporation is filed with the National Trade Register Office (ONRC), which also records later changes such as new shareholders, directors, registered office or activities (CAEN codes). Foreign shareholders usually need an apostilled or legalised certificate of incorporation and a certified Romanian translation of their documents.

Since Law 265/2022 replaced the old Trade Register law, many filings can be made online, which makes remote incorporation and amendments practical for shareholders abroad.

Shareholder agreements and governance

The articles of association set the minimum rules, but a shareholder agreement is where deadlock, transfer restrictions, drag-along and tag-along rights, and information rights are usually agreed. For joint ventures with Romanian partners this is often the most important document of the investment.

Directors of Romanian companies carry personal duties under Law 31/1990 and the tax legislation, so foreign groups appointing local directors should define their powers and reporting lines clearly.

Commercial contracts governed by Romanian law

The Romanian Civil Code (Law 287/2009) governs commercial contracts between professionals. Clauses on penalties, limitation of liability, termination, governing law and dispute resolution should be reviewed against its rules, in particular the provisions on standard clauses, which must be expressly accepted in writing to be enforceable.

For cross-border supply and distribution, the Rome I Regulation determines the applicable law and the Brussels I bis Regulation the competent courts within the EU.

Disputes, debt recovery and insolvency

Unpaid invoices between companies can often be recovered through the payment order procedure (ordonanța de plată) or, for small claims, the simplified procedure in the Civil Procedure Code. Where a debtor is insolvent, claims are filed in the insolvency proceedings governed by Law 85/2014.