Company Changes & Trade Register Filings

A Romanian company is not a static entity. Almost every meaningful change — what it does, where it is based, who runs it, who owns it — has to be registered with the Trade Register before it takes legal effect against third parties.

We coordinate these company changes in Romania from start to finish: the collaborating law office drafts the documents, and we file them and follow them through at ONRC. Below are the changes foreign-owned companies request most often, and the rules that apply to them in 2026.

Changes we handle

Rules worth knowing in 2026

• ✓ Share capital — an SRL (societate cu răspundere limitată — a Romanian limited liability company, similar to an LLC, Ltd or GmbH) whose annual net turnover exceeds 400,000 lei must have at least 5,000 lei of share capital, reached by the end of the following financial year (Law 239/2025). Companies registered before the change have a two-year transition period, and for increases registered by 31 December 2026 the Official Gazette publication tariff is halved
• ✓ Controlling stakes — the transfer of a controlling interest in an SRL must be notified to ANAF within 15 days; if the company owes tax, guarantees agreed with ANAF are required before the Trade Register registers the transfer
• ✓ Beneficial owner — any change must be declared within 15 days; failure to do so is punishable by a fine of 5,000 to 10,000 lei and can ultimately lead to dissolution of the company
• ✓ Working points — secondary premises where the company has even one employee must also be registered with the tax authority, within 30 days (Law 245/2025)
• ✓ Activity codes — Romania now uses the CAEN Rev. 3 classification; check that the codes on record still match what the company actually does

Share transfers

Shares in an SRL can be transferred freely between existing shareholders. A transfer to an outsider — a new individual investor or a foreign group — needs the approval of shareholders representing at least three quarters of the share capital, and, depending on the case, the decision may have to be published so that creditors can object before the transfer is registered.

For a foreign buyer, the same document rules apply as at formation: corporate documents apostilled and translated, the identity of the person signing, and an updated beneficial owner declaration. Where a controlling stake changes hands, the tax position of the company matters as well: since Law 239/2025, any outstanding tax debt has to be covered by guarantees accepted by ANAF, and if the debt is not paid within 60 days of registration, ANAF can enforce those guarantees.

Changing directors

A director is appointed or removed by decision of the shareholders. The new director signs a statement accepting the mandate and confirming that they meet the legal conditions; a director who lives abroad provides the same identity documents as at formation and can sign electronically or through a notarised, apostilled document. Until the change is registered, the Trade Register still shows the previous director as the person entitled to represent the company — banks, the tax authority and business partners all rely on that record.

Moving the registered office

A new registered office needs the same proof as the first one: a lease, a loan-for-use agreement (comodat) or title to the property. The Trade Register passes the new details to the tax authority, but you still need to update your bank, your contracts, your invoicing data and your e-Factura set-up. If the company is moving to a hosted address, we provide the documents for the new office as well — see our registered office service.

VAT registration

A company becomes liable to register for VAT once its turnover exceeds 395,000 lei, and it can opt in earlier — often worth doing for intra-EU trade or when large initial purchases carry VAT that the company wants to deduct. The standard rate is 21% and the reduced rate 11%. ANAF may assess the application, including the company’s premises and its capacity to carry out the declared activity, before granting the VAT code, so a clear description of the business helps.

How a change is registered

1. 1Shareholders’ decisionOr the sole shareholder’s decision, approving the change.
2. 2Amended documentsThe addendum or updated articles of association, drafted by the collaborating law office, with the supporting documents.
3. 3FilingOnline, with qualified electronic signatures, or through a representative.
4. 4RegistrationThe registrar decides within one working day of a complete file (share transfers can take longer where creditors may first object); you receive the updated documents or a fresh certificate of good standing.

Why timing matters

A change that has not been registered does not exist as far as third parties are concerned. If you appoint a new director but do not register the appointment, the previous one remains the person the Trade Register shows as entitled to represent the company — with everything that follows from that in a bank, a contract or a dispute.

Several of these filings also carry deadlines. It is worth telling us about a planned change before it happens, not after — several changes can often be combined in a single filing.

Suspension, dissolution and deregistration

Not every change is about growth. A company with no activity for a period can suspend its activity at the Trade Register and resume it later, even before the end of the suspension term. A company that will not be used again is better dissolved, liquidated and removed from the register than simply left dormant: since 2026, companies declared fiscally inactive that are not reactivated within a year are dissolved, and the filing obligations of a dormant company do not disappear in the meantime. We explain which route fits your situation and what each one involves.

What we need from you

• The company’s registration certificate and current articles of association
• A description of the change you want to make
• Identity documents for any new shareholder or director
• For foreign corporate shareholders: an up-to-date extract from their home register, apostilled and translated
• Supporting documents specific to the change — for example the new office contract

Frequently asked questions