Romania's corporate legislative regime has undergone its most significant revision in over a decade. Amendments to the core body of Romanian company law took effect on 1 January 2025. International businesses that have not yet reviewed their corporate structures in Romania face real compliance risk – including the possibility of administrative sanctions and restrictions on commercial activity.
Romania's 2025 corporate law reforms introduce updated requirements for company registration, articles of association, registered office maintenance, shareholder resolution procedures, and board of directors composition for companies operating in Romania. All categories of commercial entity – including subsidiaries and branches of foreign groups – must comply by 30 June 2025. Companies that fail to bring their constitutional documents and governance procedures into line with the new rules before the deadline risk having their operations flagged by the Oficiul Național al Registrului Comerțului (National Trade Register Office of Romania) and face potential sanctions under Romanian corporate legislation.
This alert sets out what changed, which entities are affected, and the five immediate actions that international companies should take now.
What changed – the scope of Romania's 2025 corporate reforms
Romanian corporate legislation was amended to modernise governance standards and align company law more closely with EU corporate law developments. The reforms affect several core areas of company operation.
Articles of association. Companies must update their articles of association to reflect new mandatory clauses. These cover decision-making thresholds for shareholder resolutions, quorum requirements, and the rights of minority shareholders. Existing articles that predate the reform and do not contain these clauses are no longer fully compliant.
Registered office. The rules on maintaining a registered office in Romania have been tightened. Companies must now demonstrate that their registered office address is a genuine operational or administrative location. Arrangements using purely nominal addresses – such as the address of a filing agent only – are subject to increased scrutiny.
Board of directors composition. For certain categories of company, the reforms introduce revised rules on board of directors structure. This includes new requirements on the appointment and removal procedures for directors, and on the documentation of board decisions.
Company registration of new entities. From 1 January 2025, any new company registration in Romania must be processed through the updated digital platform of the National Trade Register Office. Template constitutional documents no longer satisfy the new mandatory content requirements without modification.
Companies that completed registration or last updated their articles of association before 2024 are most likely to require updates. The effective date of the reform is 1 January 2025. The compliance deadline for existing companies is 30 June 2025.
To assess how these changes interact with acquisition structures or ongoing M&A activity in Romania, see our service page on mergers and acquisitions in Romania.
For a full overview of the corporate law environment in Romania for international investors, visit our corporate law services in Romania page.
Who is affected – thresholds and business categories
The reforms apply to all commercial entities incorporated under Romanian law. This includes:
- Romanian subsidiaries of foreign parent companies, regardless of the parent's jurisdiction
- Joint ventures incorporated as Romanian legal entities
- Branches of foreign companies registered in Romania, where the branch maintains constitutional documents
- Companies formed by non-resident shareholders under Romanian company law
There is no minimum size threshold. The reforms apply equally to small limited liability companies and to large joint-stock companies. The distinction that matters is whether the entity holds a valid registration in the Romanian trade register and whether its constitutional documents predate the 2025 amendments.
Companies that conducted a full corporate restructuring or redomiciliation in 2024 with updated documentation may already be substantially compliant. All others should treat compliance as urgent.
To receive an expert assessment of your company's compliance position in Romania, contact us at info@ferrazwhitmore.com.
What to do now – five immediate actions for international companies
International companies operating in Romania should take the following steps before the 30 June 2025 deadline.
1. Audit existing articles of association. Review the current articles of association of each Romanian entity against the new mandatory content requirements. Identify clauses that are absent or that no longer reflect the updated thresholds for shareholder resolutions and quorum.
2. Verify the registered office arrangements. Confirm that the registered office address on file with the National Trade Register Office corresponds to a genuine operational or administrative location. If the current arrangement relies solely on a nominal address, take steps to regularise this before the deadline.
3. Review board of directors appointment records. Check that the appointment and removal documentation for all current directors complies with the updated procedural requirements under Romanian corporate legislation. Gaps in board documentation are a common source of sanctions.
4. Pass the necessary shareholder resolutions. Where the articles of association require amendment, a shareholder resolution must be passed and notarised. Plan for the notarial process – this can take two to four weeks depending on the complexity of the amendments and the availability of a notar public (notary public in Romania).
5. File updated documents with the trade register. Once amendments are approved and notarised, file the updated constitutional documents with the National Trade Register Office. Filing fees are determined by the type of procedure. Budget for registration processing time of one to three weeks.
Companies that miss the 30 June 2025 deadline face administrative sanctions under Romanian corporate legislation. In addition, non-compliant entities may encounter difficulties executing contracts, opening bank accounts, or passing valid shareholder resolutions – consequences that can disrupt ordinary business operations with little notice.
Practitioners operating in Romania also note that the National Trade Register Office has increased its review intensity since January 2025. Documentation that would previously have been accepted without comment is now being returned for correction. Allowing insufficient time for the compliance process is one of the most common – and most avoidable – errors international companies make.
For a comparison with parallel reforms in other EU jurisdictions, see our alert on corporate law reforms in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice supports international companies with company registration, articles of association updates, registered office compliance, board of directors governance, and shareholder resolution procedures across European and international markets. Engaging a lawyer in Romania through Ferraz &. Whitmore means working with a team that combines Portuguese civil law expertise with English common law tradition. providing practical. Results-oriented counsel for businesses that operate across multiple legal systems. As an international law firm in Romania and across the EU, we work with subsidiaries of multinational groups, joint ventures, and in-house legal teams who need coordinated advice across jurisdictions. To discuss your Romanian corporate compliance position, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.