Corporate secretarial work in Romania is more than administration — it is the legal infrastructure on which every corporate decision rests. A missed ONRC filing, an improperly convened general assembly, or articles of association that do not reflect current ownership can freeze transactions, invalidate decisions, or expose directors to personal liability. We provide the full corporate secretarial function for Romanian companies: incorporating entities, maintaining statutory records, preparing resolutions, managing capital structure changes, and keeping all Trade Register filings current and correct.
We treat secretarial work with the same precision as transactional work. Mistakes in corporate housekeeping tend to surface at exactly the wrong moment — in due diligence, at closing, or in a dispute. We handle them proactively so they never become a problem.
Corporate secretarial and company formation services — keeping your Romanian entities legally sound at every stage.
Setting up a Romanian legal presence requires more than completing paperwork. The choice of entity type — SRL, SA, branch, or representative office — determines tax treatment, liability exposure, governance requirements, and flexibility for future changes. We advise on the right structure, prepare all constitutional documents, manage the notarial and Trade Register procedures, and ensure the new entity is correctly registered from day one. For foreign groups establishing their first Romanian subsidiary, we also advise on the regulatory notifications required for certain sectors and activities.
The articles of association are a company's foundational legal document — and poorly drafted ones create problems that can take years to unwind. We draft, review, and amend articles of association for SRLs, SAs, and other Romanian entities to ensure they accurately reflect the ownership structure, governance arrangements, and operational requirements of the business. When changes occur — new shareholders, modified management structures, changes to business objects — we update the articles and manage all resulting ONRC filings.
In Romania, corporate decisions must be formally documented in resolutions that comply with the procedural requirements of Law 31/1990 and the company's own articles. A resolution that was not properly convened, lacks the required quorum, or was not filed with the Trade Register when required can be challenged, invalidated, or used to question a transaction. We draft board and shareholders' resolutions — for ordinary decisions, major transactions, structural changes, and director appointments and removals — to ensure they are legally sound and enforceable.
The Romanian Trade Register (ONRC) requires timely notification of a wide range of corporate changes — from share transfers and capital increases to director changes, registered office moves, and modifications to business objects. Missed or incorrectly prepared filings create gaps in the company's legal record that can block transactions, trigger regulatory issues, or expose managers to liability. We manage all ONRC filings accurately and on time, handling the procedural, notarial, and documentary requirements for every type of registration.
Romanian law requires companies to maintain a set of statutory registers — including registers of shareholders, share transfers, pledges, and meeting minutes. These registers must be current, correctly maintained, and available for inspection. For many companies, particularly those that have undergone ownership or management changes over time, the registers are incomplete or out of date. We audit the current state of your statutory records, reconstruct historical gaps where possible, and establish a going-forward maintenance process that keeps everything in order.
Share transfers in Romanian SRLs and SAs follow specific procedural requirements under Law 31/1990 — including shareholders' right of pre-emption, notarial requirements for certain transfers, and mandatory ONRC registration of the new ownership structure. Capital increases and reductions similarly require formal resolution procedures, contributions documentation, and Trade Register notifications. We manage the full process for share transfers and capital structure changes: drafting transfer agreements, managing pre-emption procedures, preparing resolutions, and handling all filings.
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