Company Changes in Romania after a Purchase
Updated 23 October 2026
The changes a new owner files in the first thirty days, one by one. For each: the decision, the document, the register term and the ANAF side.
- Administrator, registered office, name, object, capital
- Each change filed at ONRC within 15 days of the act
- Resolution and amending act drafted by a Bar-registered lawyer
- ANAF side prepared for the company to file
A change binds third parties from its entry in the trade register. Where the law so provides, it binds them from publication.
Changes for a company that has just changed hands
After our share transfers service has moved the shares, the register still describes the old company. By then the 15-day ANAF notice is under way. Law 239/2025, art. V, as widened by OUG 13/2026, requires it for the transfer of any SRL member's shares. The mențiuni (registered changes) bring the register in line with the new owner.
This page is for the buyer or new administrator, often abroad. If you buy every share, you become the asociat unic (sole member). You decide alone and record each decision in writing (Law 31/1990, art. 196^1). With several members, the default majority is that of art. 192(1), unless the articles say otherwise. Law 265/2022 repealed art. 192(2) Law 31/1990 on 26 November 2022.
What the service includes
Six parts. Drafting stays with a lawyer; filing at ANAF stays with the company.
The decision, checked against the articles
We check which changes are needed and which majority the act constitutiv (constitutive act) asks for. By default, it is an absolute majority of members and shares (art. 192(1) Law 31/1990).
Documents drafted by a lawyer
A Bar-registered lawyer drafts the resolution or sole member's decision, the amending act and the complete updated articles. Only a lawyer may do this, under Law 51/1995, art. 3.
The ONRC file, assembled and filed
The legal representative files the application, or an attorney under a notarised power of attorney, or a lawyer. The filing is due within 15 days of the act (art. 43(1), 81(1) Law 265/2022).
The new administrator's papers
Their express acceptance and their declaration that they are not barred under art. 6(2) Law 31/1990. Their foreign papers are legalised and translated before filing.
The ANAF side, prepared for the company
We prepare the fiscal-vector changes (vectorul fiscal, the tax obligations declared). We add a fiscal-domicile request only if management sits elsewhere. The company, its CECCAR accountant or a lawyer files them.
A follow-up list after the entry
The list covers the beneficial-owner update, where that owner's data changed. It adds the new name and registered office on invoices, and a qualified certificate to log in to ANAF online.
How the changes are filed
Each step names who acts. Register terms are the 2022 text of Law 265/2022.
Decide the changes and check the majority
The default is an absolute majority of the members and of the shares, unless the articles say otherwise. A sole member decides alone. We check the articles.
Prepare what the change depends on
A new name is checked and reserved online. A new sediu social (registered office) needs the act giving the right to use it. See our registered office service.
Draft and accept
A Bar-registered lawyer drafts the resolution, the amending act and the updated articles. The new administrator signs an express acceptance and a not-barred declaration.
Adopt and sign
The majority or the sole member adopts the decision. A notary is needed only in the art. 204(2) cases, such as real estate brought into capital.
File at ONRC within 15 days of the act
The filer signs the application by hand or with a qualified electronic signature (QES). Foreign documents need an apostille or superlegalisation, unless a treaty or EU rule removes it. They always need a legalised Romanian translation (Law 265/2022, art. 43, 76).
The registrar decides
This happens within one working day of registering the application. An incomplete file gets up to 15 calendar days. A refusal can be contested within 10 calendar days of communication (art. 105, 106, 112).
The entry and its publication
The entry binds third parties from registration, or from publication where the law requires (art. 46(1)). ONRC issues a certificate of changes. Creditors may oppose within 30 days of Part IV publication.
The ANAF side
Data first declared change under the trade register law. Fiscal-vector changes go to ANAF (Fiscal Procedure Code). The company, its CECCAR accountant or a lawyer files them. We prepare the file.
law a term set by law law (2022 text) a term of the 2022 text of Law 265/2022
- 0
Day 0: the date of the resolution
- 1
ONRC filing
The filer
- law (2022 text) within 15 days of the act
- 2
Registrar's decision
Registrar
- law (2022 text) within one working day of registering the application
- 3
Incomplete file
The filer
- law (2022 text) up to 15 calendar days to complete it
- 4
Refusal
The filer
- law (2022 text) 10 calendar days to contest it
- 5
Fiscal-vector changes declared at ANAF
The company, its CECCAR accountant or a lawyer
- 6
Fiscal-domicile request, a separate one
ANAF
- law decided in 15 working days
- 7
Creditors' opposition
Creditors
- law within 30 days of the Part IV publication
The line shows order, not scale: each term runs from the event it names.
Which changes does your company still need to file?
Send the company's name and the changes you have in mind. We return the decisions, documents and terms that apply.
The changes side by side
Every change is filed at ONRC within 15 days of the act (Law 265/2022, art. 43(1), 2022 text). The changes differ in who decides, the document and what follows at ANAF.
| Change | Who decides, by what majority | Document | Where it is filed | Term | What follows at ANAF |
|---|---|---|---|---|---|
| Administrator | the members' meeting appoints and removes; absolute majority of members and shares unless the articles differ; a sole member decides alone, in writing | resolution or decision; the new administrator's express acceptance and not-barred declaration; amending act and updated articles where the articles name the administrator | ONRC, by the legal representative, an attorney or a lawyer | within 15 days of the act | data first declared follow the trade register law; fiscal-vector changes are declared at ANAF; online access only with a qualified certificate |
| Registered office | the meeting, same majority; the registered office is a clause of the articles | resolution, amending act, updated articles; proof of the right to use the premises; for a flat, the administrator's no-activity declaration | ONRC; the amending act is published in Part IV | within 15 days of the act; an expired deed of use is a dissolution ground | the fiscal domicile follows unless management is elsewhere; a separate request only where they differ, decided in 15 working days; data first declared follow the trade register law |
| Name | the meeting, same majority; the name is a clause of the articles | name reservation proof; amending act; updated articles; no banned words such as avocat | ONRC | within 15 days of the act | data first declared follow the trade register law; the CUI stays; invoices show the new name, registered office and CUI |
| Object of activity | the meeting, same majority; the field and the main activity are in the articles | amending act and updated articles; operating-conditions declaration where activities are carried on at the seat | ONRC | within 15 days of the act | data first declared follow the trade register law; fiscal-vector changes are declared at ANAF |
| Share capital | the meeting, same majority; methods and sources of art. 210; in-kind contributions valued by experts named through the registrar, claims not accepted | amending act and updated articles; the authentic form for a real-estate contribution | ONRC; the amending act is published in Part IV | within 15 days of the act; a decision not carried out within 18 months lapses | data first declared follow the trade register law; fiscal-vector changes are declared at ANAF |
Sources: Law 31/1990, Law 265/2022, Fiscal Procedure Code (art. 31, 32, 88 and its provision on changes of trade-register companies) and ANAF forms 010 and 700. For a trade-register company, changes to the data first declared are made under the trade register law. Changes to the fiscal vector are declared to ANAF. Art. 88(1) sets the general 15-day term for declaring changes. The texts read do not say whether ONRC passes later changes on to ANAF automatically.
Documents you will need
The file is in Romanian. A buyer abroad can prepare it without travelling.
- The new administrator's passport details (identification data recorded in the act).
- Their express acceptance of the appointment (art. 72 Law 31/1990).
- Their declaration that they are not barred under art. 6(2).
- The members' resolution or the sole member's decision, drafted by a lawyer.
- The amending act and the complete updated constitutive act.
- Proof of the right to use a new seat; for a flat, a no-activity declaration.
- The name reservation proof, for a new name.
- An operating-conditions declaration, where activities will be carried on at the seat.
- Apostille or superlegalisation unless a treaty or EU rule removes it; legalised Romanian translation.
- A QES for the filer, a notarised power of attorney, or a lawyer's mandate.
- The beneficial-owner declaration, where the beneficial owner's data changed.
Share capital, as the law now reads
Three situations: a new SRL, an SRL above the turnover line, and an existing SRL below it. For the last one, no minimum is named. See the guide to raising an older company's capital.
| Situation | What the text sets | Not set by any text cited here |
|---|---|---|
| A new SRL | 500 lei | nothing open |
| An SRL whose net turnover in the previous year's accounts passed 400,000 lei | 5,000 lei; registered SRLs amend the articles within 2 years of 18 December 2025, that is by 18 December 2027 | the law prints the period, not the date |
| Turnover passes 400,000 lei later | raise by the end of the financial year after the one in which the rise is established; the floor stays if turnover later falls | nothing open |
| An existing SRL at or below 400,000 lei | no minimum is named | whether any raise is required: the text is silent, so none is sold as mandatory |
| A reduction under the 5,000 lei rule | not below the minimum unless the same meeting raises it back to at least the minimum | nothing open |
| The deadline missed | the court dissolves the company on application of any interested person or of ONRC; no dissolution if the capital reaches the minimum before the judgment is final | nothing open |
| Official Journal publication, 2026 | Part IV tariff of 152 lei per manuscript page, VAT included | the number and date of the tariff decision |
| The 50% discount | an increase under art. VI(1) made by 31 December 2026, only if the act concerns that raise alone | whether a voluntary raise by a smaller SRL qualifies |
| A raise decision | has effect only if carried out within 18 months of adoption (art. 219(1) Law 31/1990) | nothing open |
Sources: Law 239/2025, art. VI, ANAF Brașov copy of the amended Company Law; Official Journal tariffs 2026, Part IV.
law a term set by law our computation the law prints the period, not the date
- 1
18 December 2025
- law Law 239/2025 in force
- 2
31 December 2026
- law last day for an art. VI(1) increase to carry the 50% Part IV discount, in an act about that raise alone
- 3
18 December 2027
- law deadline for registered SRLs above 400,000 lei turnover
- our computation of 2 years
- 4
Court dissolution
- law on application, unless the capital is completed before the judgment is final
Problems we solve
Five problems often come up after a company changes hands.
A file returned or rejected
ONRC rejects a file that lacks a required document. An incomplete file gets at most 15 calendar days to be completed (art. 77, 106 Law 265/2022). Before filing, we check the file against the papers the law lists.
A registered-office deed that expires
An expired deed of use is a dissolution ground at the register (Law 31/1990, art. 237^2). It is also an inactivity ground at ANAF (art. 92(1)(g)). Closing the company instead? See our company liquidation service.
"I can't log into SPV"
A company can log in to ANAF online only with a qualified certificate (Fiscal Procedure Code, art. 80(1)(a)). ANAF's decisions arrive in SPV. The new administrator gets a certificate first.
A beneficial owner left unchanged
Where the beneficial owner's data change, the beneficial-owner declaration at ONRC is updated within 15 days. If it is missing, the legal representative is fined 5,000 to 10,000 lei (Law 129/2019, art. 56-57).
A capital deadline nobody tracks
An SRL whose previous-year net turnover passed 400,000 lei must reach 5,000 lei by 18 December 2027. We computed that date from the two-year term. If not, it faces court dissolution, unless the capital is made up before the final judgment.
Want the file assembled before the register term runs?
Send the date of the resolution and the changes decided. We assemble the file with the 15-day register term in view.
Frequently asked questions
What happens if ONRC finds my file incomplete or rejects it?
The registrar decides on the papers within one working day of registering the application. An incomplete file gets up to 15 calendar days to be completed. ONRC rejects a file that lacks a required document. A refusal can be contested within 10 calendar days of communication (art. 77, 105, 106, 112 Law 265/2022, 2022 text). No practice duration is quoted.
How long do I have to register a change of administrator or registered office after the decision?
At most 15 days from the date of the act or event, at the trade register (art. 43(1) Law 265/2022, 2022 text, later amendments not read). The same term applies to every change on this page. The file is in Romanian, so foreign papers are prepared before anyone signs the resolution.
Do all the members have to agree?
By default, no. A resolution passes by an absolute majority of the members and of the shares, unless the articles say otherwise (art. 192(1) Law 31/1990). This includes a resolution that amends the constitutive act. Art. 192(2) was repealed on 26 November 2022. A sole member decides alone and records the decision in writing.
Do we need a notary?
Not for a change of administrator, registered office, name or object, nor for a capital increase in cash. The authentic form is required only in the cases listed in art. 204(2) Law 31/1990, such as a capital increase paid with real estate. The ONRC application may be signed by hand or with a qualified electronic signature.
Can the new administrator be a foreigner who is not a shareholder?
The Company Law allows one or more administrators, members or not (art. 197(1) Law 31/1990). The person must accept the appointment expressly. They must not be barred under art. 6(2), which covers offences such as tax evasion and money laundering. These articles set no nationality rule. The right to live in Romania is a separate question.
Does the company get a new tax number after a name or seat change?
No. The CUI (cod unic de înregistrare, unique registration code) is used for the whole existence of the company (art. 127(2) Law 265/2022). ONRC issues a certificate of registered changes. Invoices, offers and other business papers must show the new name, registered office and CUI (art. 128).
What changes at ANAF when the registered office moves?
For a company, the domiciliu fiscal (fiscal domicile) is the registered office, unless management runs elsewhere (art. 31(1)(c) Fiscal Procedure Code). A separate request is needed only where the two differ. ANAF decides it in 15 working days. For a trade-register company, data first declared change under the trade register law. Only fiscal-vector changes are declared to ANAF.
Does a change of administrator affect SPV and e-Factura?
A company can log in to ANAF online only with a qualified certificate (art. 80(1)(a) Fiscal Procedure Code). SPV access therefore runs through the certificate of the person acting for it. Since 1 January 2026, invoices between Romanian taxable persons go through e-Factura within 5 working days of issue. The SPV hand-over is not covered here.
Does every existing SRL have to raise its capital?
No. Law 239/2025, art. VI, sets 5,000 lei for an SRL whose previous-year net turnover passed 400,000 lei. Registered SRLs must reach it by 18 December 2027 (our computation of the two-year term). A new SRL needs 500 lei. The law names no minimum for an existing SRL at or below that turnover.
Is there a discount on publishing the capital increase?
Yes: 50% off the Official Journal Part IV tariff for an increase made under art. VI(1) Law 239/2025 by 31 December 2026. It applies only if the act concerns that raise alone. The text does not settle whether a voluntary raise by an SRL below the turnover line qualifies, so we do not promise it.
What does the state charge for registering a change?
Where the amending act is published in Part IV of the Official Journal, the company pays the 2026 tariff. It is 152 lei per manuscript page, VAT included. The Minister of Justice's tariff order covers ONRC information, certificates and copies (art. 11(7) Law 265/2022). This page states no ONRC fee for filing a change. Our price is on request.
Do I have to update the beneficial-owner declaration when the administrator changes?
Only if the beneficial owner's identification data change. The 15 days run from that change, not from any change of administrator (art. 56(3) Law 129/2019). If the declaration is missing, the legal representative is fined 5,000 to 10,000 lei. The court can dissolve the company if it is still missing 30 days after the fine.
Who drafts the documents and who files them?
A Bar-registered lawyer drafts the resolution, the amending act and the updated articles (art. 3 Law 51/1995). The legal representative, an attorney with a notarised power of attorney, or a lawyer files at ONRC. The company, or a CECCAR accountant or lawyer acting for it, files at ANAF. We prepare and coordinate the file.
Ready to put the register in line with your company?
Price on request. The lawyer's and the accountant's steps are named here, not sold. Still choosing a company? See the ready-made companies on our list.