Articles

The latest legislative news and useful information for your business and documents

In a constantly changing world, Romanian legislation is continually evolving, bringing important updates for entrepreneurs and individuals. Here you will find up-to-date articles about:

Changes in obtaining Romanian documents (birth certificate, marriage certificate, passport, CNP);
Legislative changes regarding the establishment, operation, or liquidation of companies (SRL, PFA, II);
Tax news — declarations, taxes, financial statements, and accounting obligations;
Updates on obtaining grants and non-reimbursable funding;
Changes in rules regarding human resources recordkeeping and relations with the Labor Inspectorate (ITM);
Useful information about opening bank accounts for individuals and companies.

Stay informed and prepared for any change!
Our team explains legal changes in clear terms and provides fast and effective solutions to help you adapt.

Law No. 31/1990 on Companies

24-07-2025

TITLE II: Establishment of Companies / CHAPTER I: The Company’s Memorandum of Association

Article 6¹
By signing the articles of incorporation, the founders assume responsibility for meeting the conditions provided in Article 6 for founding a company, with a clause to this effect being included in the articles of incorporation.
Article 7
The articles of incorporation of a general partnership, limited partnership, or limited liability company shall include:
a) the identification details of the associates; in the case of a limited partnership, the limited partners shall also be indicated;
b) the legal form, name, and registered office;
c) the company’s object of activity, specifying the field and the main activity;

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Law No. 31/1990 on Companies

23-06-2025

TITLE II: Establishment of Companies / CHAPTER I: The Company’s Memorandum of Association

Art. 6
(1) The signatories of the constitutive act, as well as the persons who have a determining role in the establishment of the company, are considered founders.
(2) Persons who, according to the law, are incapable or who have been prohibited by a final court decision from exercising the capacity of founder as a complementary penalty to a conviction for offenses against property involving breach of trust, corruption offenses, embezzlement, forgery offenses, tax evasion, offenses provided by Law no. 129/2019 on the prevention and combating of money laundering and terrorist financing, as well as for amending and supplementing certain normative acts, with subsequent amendments and completions, or for the offenses provided by this law, cannot be founders.

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Important: Submission of applications for Romanian citizenship – documents and self-declaration.

04-06-2025

Submission of applications for Romanian citizenship

Important announcement for everyone who intends to submit Romanian citizenship applications!
According to the Romanian Citizenship Law no. 21/1991, with subsequent amendments, and the ANC President’s Order no. 85/2025, it is essential to have all the correct documents for a smooth submission.
If you cannot present all the necessary documents by October 1, 2025, the law allows you to submit the application along with a self-declaration, in which you commit to completing the file afterward.
To make the process easier, you can download the official declaration template in PDF format right here on the website. This way, you ensure compliance with all requirements and deadlines imposed by current legislation.

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Law No. 31/1990 on Companies

03-06-2025

TITLE II: Establishment of Companies / CHAPTER I: The Company’s Memorandum of Association

Article 5
(5) In cases where the partnership agreement and the articles of association are separate documents, the latter shall include the identification details of the partners and clauses regulating the organization, functioning, and operation of the company.
(6) The articles of incorporation are concluded under private signature and signed by all partners or, in the case of a public subscription, by the founders. The notarized form of the articles of incorporation is mandatory in the following cases:
a) when among the assets subscribed as contribution to the share capital there is a real estate property;
b) when a general partnership or a limited partnership is being established;
c) when a joint-stock company is established through public subscription.
(7) The articles of incorporation acquire a certified date also through submission to the trade register office.

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Law No. 31/1990 on Companies

23-05-2025

TITLE I: General Provisions

Article 1
(1)For the purpose of carrying out profit-making activities, natural and legal persons may associate and establish companies with legal personality, in compliance with the provisions of this law.
(2)The companies referred to in paragraph (1) that have their registered office in Romania are Romanian legal entities.
Article 2
Unless otherwise provided by law, legal entities are established in one of the following forms:
a) general partnership;
b) limited partnership;
c) joint-stock company;
d) partnership limited by shares; and
e) limited liability company.

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Law No. 31/1990 on Companies

23-05-2025

TITLE I: General Provisions

Article 3
(1) The company’s obligations are guaranteed by its assets.
(2) Partners in a general partnership and general partners in a limited partnership or partnership limited by shares have unlimited and joint liability for the company’s obligations. Creditors shall first pursue the company itself, and only if it fails to pay within a maximum of 15 days from formal notice, may the creditors pursue the partners.
(3) Shareholders, limited partners, and members of a limited liability company are liable only up to the amount of their subscribed share capital.
Article 4
A legal entity must have at least two members, unless otherwise provided by law.

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Law No. 31/1990 on Companies

23-05-2025

TITLE II: Establishment of Companies / CHAPTER I: The Company’s Memorandum of Association

Article 5
(1) A general partnership or a limited partnership is established by a partnership agreement, while a joint-stock company, a partnership limited by shares, or a limited liability company is established by both a partnership agreement and articles of association.
(2) A limited liability company may also be established by the will of a single person. In this case, only the articles of association are drawn up.
(3) The partnership agreement and the articles of association may be combined into a single document called the memorandum of association.
(4) When only the partnership agreement or only the articles of association is prepared, it may also be referred to as the memorandum of association. In this law, the term "memorandum of association" refers to both the single document and the partnership agreement and/or the articles of association.

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