Company Changes in Romania, Filed at the Trade Register

Art. 44 of Law 265/2022, in its 2022 text, charges no ONRC fee for these operations: the statute as read, not a 2026 guarantee. The company still pays the Monitorul Oficial publication, 152 lei per manuscript page in 2026 (Decision 1/2026). Our work is the file, the forms, the power of attorney and the follow-up; pricing is on request.

No. The registrar's statutory term is one working day (art. 105(1) Law 265/2022, 2022 text), a term and not a promise, and in 2024 the Government recorded major difficulties in trade-register work (OUG 109/2024). Any timeline we give is an estimate of our own filing, never of the registrar's decision.

Not necessarily. An attorney holding a notarised special or general power of attorney, or a lawyer under a lawyer's mandate, can sign and file the application (art. 81(1) Law 265/2022). A notarial amending act is compulsory only in three cases (art. 204(2) Law 31/1990). The form of a non-resident's power of attorney is confirmed at intake.

The duty is to apply within at most 15 days of the act or fact (art. 43(1) Law 265/2022, 2022 text). The consequence the statute states is that an unregistered act cannot be raised against third parties unless they knew of it (art. 46(3)). We state no fine. Intake starts by dating the act and the filing.

Registered SRLs raise the capital set under paragraph (1), 5,000 lei for an SRL whose previous-year net turnover exceeded 400,000 lei, by amending the act within 2 years of 18 December 2025, that is 18 December 2027 (our computation; art. VI(1) and (6) Law 239/2025). The 500 lei minimum is for new SRLs. Your accounts settle which case applies.

It can, but the 50% cut in the gazette tariff applies only if the amending act deals exclusively with the paragraph (1) increase and the increase is made by 31 December 2026 (art. VI(7) Law 239/2025). An act that also changes the administrator or the address loses the discount. Which acts to file is decided with you.

An SRL may be run by members or non-members (art. 197(1) Law 31/1990), who must expressly accept (art. 72). A non-resident foreign administrator with share capital below 45,000 lei is one of ANAF's VAT fiscal-risk criteria (Annex 6 pt. 5.1); the annex does not say how criteria combine. We promise no outcome; a CCF tax consultant analyses the case.

No. Amending the constitutive act does not create a new legal person (art. 205 Law 31/1990), and name, seat and object changes are entered as mențiuni, registered changes (art. 103(1)(a) Law 265/2022). Every invoice and letterhead must then show the new name, seat or capital (art. 74 Law 31/1990).

Only when a beneficial owner's identification data change: the declaration is due within 15 days (art. 56(3) Law 129/2019). A new administrator can trigger it where no owner was identified and the administrators are recorded instead. A missing declaration means a 5,000 to 10,000 lei fine, then possible court dissolution 30 days later (art. 57).

The move needs proof of the right to use the premises, since an expired title exposes the company to dissolution (art. 237²(1)(a) Law 31/1990), and a new self-declaration (art. 122(4) Law 265/2022). Where the seat is the fiscal domicile, it changes by law and the tax file moves within 15 working days of the entry (art. 32(5) Fiscal Procedure Code).

CAEN Rev. 3 was approved by INS Order 377/2024, and Minister of Justice Order 2938/C/2024 set a staged update of objects at the trade register. On 25 February 2025 ONRC had 50,321 applications to update the object. The texts we read give no deadline for existing companies, so we state none.

Creditors and other harmed persons may file an opposition asking the court to order the company or the members to repair the damage (art. 61(1) Law 31/1990), within 30 days of publication in Monitorul Oficial Part IV (art. 62(1)). It is filed at the register office, which records it and forwards it to the court; the court decides.

Yes, but only 2 months after the decision is published in Monitorul Oficial Part IV (art. 208(1) Law 31/1990), and creditors with claims not yet due may obtain guarantees (art. 208(3)). An SRL may not reduce capital below the legal minimum unless a capital increase is decided at the same time as the reduction (art. VI(5) Law 239/2025).

The members decide as their constitutive act and the law provide, and a sole member records each decision in writing at once (art. 196¹(2) Law 31/1990). The application is signed by the legal representative, an attorney under a notarised power of attorney, or a lawyer under a mandate (art. 81(1) Law 265/2022). A partner Romanian lawyer drafts the deeds.

A power of attorney notarised in another EU state still needs the apostille unless a treaty with that state removes it: Regulation (EU) 2016/1191 removes it only in its listed areas, such as birth, marriage, name and nationality. An EU criminal-record certificate needs none. Other foreign documents are checked at intake for apostille and translation.