Corporate & Commercial Law
We set up, run and restructure Romanian companies for foreign groups, banks, energy businesses and licensed operators. The work covers formation, governance, shareholder arrangements, directors' duties and the commercial contracts a business signs every day, all under Law 31/1990 on companies and the Civil Code.
Updated 28 October 2026 · General information, not legal advice
What we advise on
Company formation and branches
Choice between an SRL, an SA, a branch or a representative office; constitutive acts, Trade Register filings and the first board and shareholder resolutions.
Corporate governance
Board and shareholder procedures, delegated powers, signing authority, internal regulations and the corporate housekeeping that regulators and banks check.
Shareholder agreements and joint ventures
Reserved matters, deadlock, transfer restrictions, drag and tag rights, and how they fit with the constitutive act so they can be enforced.
Directors' duties and liability
Advice to directors of Romanian companies on the duty of care, the business judgment rule in Law 31/1990 and personal exposure in regulated sectors.
Commercial contracts
Supply, distribution, agency, services and framework agreements under the Civil Code, including governing law and dispute clauses.
Corporate reorganizations
Mergers, spin-offs, share capital changes, conversions and cross-border transfers of seat.
- Who can sign. Banks, notaries and regulators check the signing powers registered with the Trade Register. A mismatch delays closings and filings.
- Constitutive act versus side agreements. Rights agreed only in a shareholder agreement may not bind the company or third parties. Key protections belong in the constitutive act as well.
- Beneficial ownership. Ultimate beneficial owners must be declared to the Trade Register and kept current, and banks will ask for the same information.
- Regulated activity. A company that will hold an ONJN, ANRE, BNR or ASF license needs its structure and directors approved with that regulator in mind from the start.
Which company form do foreign investors usually use in Romania?
Most use a limited liability company (SRL) for operating subsidiaries because it is simpler to run. A joint-stock company (SA) suits larger businesses, listed companies and some regulated activities. Both are governed by Law 31/1990.
Can a Romanian company have only foreign directors?
Yes. Romanian law does not require directors to be Romanian nationals or residents. In practice, banks and some regulators prefer at least one director who can act locally, and regulated activities may impose fit-and-proper checks.
Tell us the decision you need to make
Describe the transaction or regulatory issue, the Romanian assets involved and your timetable.
Consultation