Amending a Romanian Company's Articles of Association: A Step-by-Step Guide

As your business grows or changes direction, you may need to amend the founding document of your Romanian company – the Articles of Association (Actul Constitutiv). Common reasons include changing the company name, moving the registered office, adding new business activities, increasing share capital, or admitting new shareholders.

Amending the Articles of Association is a formal legal procedure governed by the Romanian Companies Law 31/1990. Getting it wrong can lead to delays or fines, so it is worth understanding the steps involved.

When is an amendment required?

Any change to the information contained in the original Articles of Association must be filed with the Trade Register. This includes changes to:

• Company name
• Registered office address
• Business activities (CAEN codes)
• Share capital (increase or decrease, subject to legal limits)
• Shareholders and their shareholdings
• Management structure or the powers of directors
• Duration of the company

Step 1: Prepare the shareholders' decision

The first step is to obtain a decision from the shareholders. Depending on the type of change, this may require an ordinary or extraordinary general meeting. For example, changing the company name usually requires an extraordinary resolution, while a simple change of address may need only an ordinary resolution.

The decision must be documented in writing, either as minutes of the general meeting or, for a sole shareholder, as a written decision. The document must clearly state the proposed amendment and be signed by all shareholders or their representatives.

Step 2: Draft the updated Articles of Association

After the shareholders' decision, you must prepare a consolidated version of the Articles of Association that includes all the amendments. This document must reflect the exact changes approved and be consistent with the law and the original filing.

It is advisable to have the draft reviewed by a lawyer or a specialist to ensure it meets all legal requirements.

Step 3: File the amendment with the Trade Register

The application for registration of the amendment must be filed with the Trade Register Office (Registrul Comerțului) in the county where the company is registered. The filing can be done in person, by post, or online through the official portal.

The application must include:

• The shareholders' decision
• The updated Articles of Association
• Standard application forms
• Proof of payment of the registration fee and the official gazette fee
• Any other documents required for the specific change (e.g., proof of new registered office address)

All documents must be in Romanian or accompanied by a certified translation.

Step 4: Publication in the Official Gazette

Once the amendment is approved, the Trade Register will arrange for the publication of a notice in the Electronic Official Gazette (Monitorul Oficial, Partea a IV-a). The amendment becomes effective against third parties from the date of publication.

Step 5: Notify tax and other authorities

After registration, the company must update its information with the tax authorities (ANAF), the local municipality, and any other relevant institutions. This often happens automatically through the Trade Register's electronic system, but it is wise to confirm that all records are up to date.

Typical timeline and practical tips

The entire process usually takes between 5 and 15 working days, depending on the complexity and the workload of the Trade Register. To avoid delays, double-check that all forms are completed correctly and all fees are paid.

Remember that certain changes – such as changes to the company name or registered office – may also require updating your business stationery, website, and contracts. Keeping your corporate records accurate and current is not only a legal obligation but also essential for smooth business operations.