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.

TITLE I: General Provisions

2025-05-23

Law No. 31/1990 on Companies

In Romania, natural and legal persons can establish companies with legal personality to conduct business activities.
Permitted forms include LLCs (SRL), joint-stock companies, and various partnerships.
Member liability varies depending on the company type – from unlimited to limited.
Creditors must first claim from the company, then from members, if applicable.
At least two members are required, unless the law states otherwise.

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TITLE II: Incorporation of Companies

2025-05-23

Law No. 31/1990 on Companies

The law regulates the establishment and operation of various types of legal entities with juridical personality. The founding documents can be a partnership agreement, bylaws, or a single act signed by the founders. Founders bear responsibility and cannot be persons prohibited by law from holding this status. The share capital must meet minimum requirements and be paid within the prescribed deadlines. The documents specify the members’ details, management, profit distribution, and dissolution procedures. All rules ensure transparency and legality of company operations in Romania.

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CHAPTER II: Specific Formalities for the Incorporation of a Joint-Stock Company by Public Subscription

2025-05-23

Law No. 31/1990 on Companies

The procedure for establishing a joint-stock company through public subscription begins with the preparation and submission of the issuance prospectus to the trade registry. Subscriptions are made based on this prospectus, and the constitutive assembly validates the contributions and approves the articles of incorporation. The share capital must be fully subscribed and paid, including in-kind contributions evaluated by experts. Founders are jointly liable for the establishment and hand over documents to the board of directors. The assembly decides on the profit share for the founders, limited to 6% and a maximum of 5 years. Founders may claim damages if the company is fraudulently dissolved.

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