Change of shareholder for a company in Romania

The process of changing a shareholder in a Romanian company, particularly for a limited liability company (SRL), is governed by Law no. 31/1990 on Companies, along with updates from subsequent legislation, such as Law no. 265/2022. This procedure is regulated to ensure compliance and transparency while enabling businesses to update their shareholder structures efficiently. The change requires adherence to specific  steps and the submission of various supporting documents to the Romanian Trade Registry (ONRC).

To initiate the process, the company must submit a registration application to the ONRC, either in person, via postal or courier services, or electronically using a qualified electronic signature. The application must be accompanied by an original decision of the competent body approving the shareholder change. This could be a resolution from the general meeting or a decision by the sole associate, depending on the company’s governance structure. Additionally, the company's constitutive act must be updated to reflect the new shareholder structure, especially in the case of SRLs, SNCs, SCSs, and GIEs.

Essential documents required for the changing director/shareholder process include identity documents for the new shareholders or representatives such as:

• passport and (or) ID card of previous and new director/shareholder;
• Utility Bill and Bank statement not older than 3 months for previous and new director/shareholder;
• certified and apostilled Power of Attorney to process with changing of directors and shareholders;
• certified copies of the tax records obtained from the National Agency for Fiscal Administration (ANAF).

*Foreign shareholders or representatives may need to submit a self-responsible declaration stating compliance with Romanian tax obligations, as well as any necessary authorizations or approvals mandated by specific laws.

All submitted documents must be legible, free from amendments, and compliant with formatting requirements. Incomplete or erroneous submissions can result in the rejection of the application. For ease of access, application forms and standard declarations are available on the ONRC website. 

If the documents meet all regulatory requirements, the registrar’s resolution is published in the Electronic Bulletin of the Trade Register and is accessible free of charge. Should any issues arise, the registrar may request additional documentation, or the applicant can file a complaint against the registrar's decision.

By following the procedural guidelines and submitting all required documents, companies can efficiently complete the process of shareholder change, ensuring compliance with Romanian corporate and tax experts.

If you need a consultation about changing a shareholder or director for a company in Romania, Key2Law is glad to help and assist you in this process.