Are you thinking about making changes to your Romanian company, like its name, headquarters, changing its directors or shareholders? If yes, you are in the right place! We will address all your concerns, below.

We are R&R Partners, a law firm located in Bucharest specializing in Business, Immigration, and Real Estate Law. So, if you need help on anything related to Romanian law, do not hesitate to book a legal consultation on our website or write to us at office@rrpb.ro.

Basics first

If you are reading this, you have likely already established a company in Romania or are seriously considering it..

By now, you may be aware that you can establish and modify your Romanian company entirely online. If you have not yet started your Romanian company, check out our video on how to do so. The major advantage of doing everything remotely is that you do not have to come to Romania in person. You can simply send us all the necessary documents related to your business by email and we will manage the rest.

In order to proceed with any corporate changes, you or your shareholders must authorize us to act on your behalf. These changes may include modifying the company’s object of activity, name, or headquarters. Regardless of the type of change, shareholder approval is required for each specific action. This means they must issue an explicit consent in the form of a collective decision. Or, why not, an individual decision if the company only has one shareholder!

So it is crucial to maintain an up-to-date copy of your company’s articles of association, otherwise known as the bylaws or articles of association. This document mentions the company’s name, headquarters, type of activity and the list of its shareholders and administrators/directors. Any fundamental changes will require corresponding amendments to the bylaws.

Changing the headquarters

To change your Romanian’s company headquarters, the most important part is to provide proof of the new corporate location. This will usually be a property deed, rental agreement or free lease/commodatum agreement. In Romania, legal entities must have a verified headquarters location.

However, if you do not need an actual office, we offer our clients the possibility to set up  virtual headquarters at our office. Please note that this service does not include physical office space, correspondence handling or other secretarial services. If you need all that, you might consider renting an office in a hub or co-working space. However, we will receive any official correspondence such as legal summons, letters from ANAF (the Romanian IRS/fiscal authority) and other such official mail that can legally only be delivered to your official Romanian registered address. Our virtual address ensures your business can legally operate in Romania without an actual physical office and without any issues.

Company name or object of activity

Suppose you decide to transition from selling IT services to selling books on Amazon, prompting a name change from ‘Professional IT Services’ to ‘Beautiful Books’. In this case, you may also need to change your company’s object of activity.

These changes require submitting the correct documents to the Romanian Trade Registry, and all documentation must be accurately completed in Romanian. We recommend seeking professional legal assistance to ensure this process goes smoothly.

Altering the shareholder structure

If you have sold your entire company or want to just sell part of your shares, this is entirely feasible.

On that note, you might be aware that Romania offers a favorable tax system for microenterprises, with corporate tax rates as low as 1-3% of total revenue. However, as of 2024, entrepreneurs cannot hold over 20% of shares in multiple microenterprises.

Can I make these corporate changes by myself?

At this point, you might be wondering if you can handle these changes independently. While it is technically possible, the practical reality involves navigating complex procedures and documentation. Mistakes can be costly and significantly delay the process.

All legal forms must be completed in flawless Romanian, and in case of errors, only one resubmission attempt is allowed. Even with a native speaker’s help, the specialized knowledge of legal procedures is often lacking. This also applies to your company’s bookkeepers, who, despite their expertise, may not be familiar with these specific requirements. Many of our former clients have found that attempting these changes without professional legal assistance can be counterproductive and more expensive in the long run.

You might also consider doing everything online, but this requires an electronic signature and entails additional bureaucratic challenges. Getting the help of a professional can help mitigate these risks and streamline the process.

Can I employ your services if I already have legal counsel?

If you are currently working with a legal consultant but are thinking of making a change, you can reach out to us. We have extensive experience assisting clients in similar situations.

Ensure that all your documents are organized and accessible, including the latest revised versions of your bylaws as filed with the Romanian Trade Registry. If these are not available, we can obtain them for you, though this may incur additional costs. For ease of processing, we recommend keeping all documents also in editable formats, like Word.

Also, you can check out our suggestions of things to do right after opening their company in Romania. If you want to get more tips in this regard, feel free to watch our video here.

Conclusion

With the proper documentation and understanding of the necessary steps, nearly all aspects of your company can be altered. However, navigating the complex bureaucratic processes can be challenging for non-native Romanian speakers. This is why professional legal assistance is highly recommended.

If you have any questions about your specific situation in bringing about changes in your Romanian company or need assistance with Commercial, Immigration, or Real Estate Law in Romania, we are here to help. Book a consultation through our website or contact us at office@rrpb.ro.

To learn more about our law firm and stay updated on the topics we cover, explore the articles we publish on our website and check out the videos on our YouTube channel. Also, make sure to follow us on Facebook, Instagram, and LinkedIn.