Business Lawyer in Cluj

How can a business lawyer in Cluj help you?

As a business lawyer, I help you set up your company, amend its articles of association (act constitutiv) and deal with everything that comes up along the way at the Trade Register Office (ONRC): transfers of shares (cesiune de părți sociale), a new registered office (sediu social) or director (administrator), capital increases, suspension of activity, dissolution and striking off (radiere). I work with entrepreneurs and companies in Cluj, and I check every document in the file myself.

Whether you’re just starting out and want to open a company, or you need changes to the articles of one you already have, the procedures are set by Law no. 31/1990 on companies (Legea societăților nr. 31/1990) and Law no. 265/2022 on the Trade Register (Legea nr. 265/2022). For commercial contracts and your dealings with business partners, I can also help on the civil law side.

What I can help you with

I can help at every stage, from setting up the company to closing it:

• PFA or SRL: choosing a business form: I compare the SRL (limited liability company), the SRL-D, the PFA (authorised individual), the II (individual enterprise) and the SA (joint-stock company) on liability, tax regime, accounting and administration, and tell you which fits your plans.
• Setting up an SRL: drafting the articles of association, reserving the name, preparing the complete file and representing you at the Trade Register Office.
• Amending the articles of association: moving the registered office, changing the object of activity and updating it to CAEN Rev. 3, transfers of shares, increasing or reducing the share capital, a new director, including for economic interest groupings (GIE/GEIE).
• Transfer of shares: transferring shares between shareholders (asociați) or to third parties, with the transfer agreement and the shareholders’ resolution.
• Changing the registered office and the director: moving the office, including to another county, appointing and removing the director, and updating your details with ANAF (the tax authority).
• Share capital increase: bringing the capital up to the new legal minimum, or raising it because the business needs it, by a cash contribution, a contribution in kind or from reserves.
• Dissolution, liquidation and striking off an SRL: closing the company, including dissolution with simultaneous liquidation for a sole shareholder.
• Suspending an SRL’s activity: registering temporary inactivity, what it means at ANAF, and resuming activity.

ONRC procedures and what they involve

How a filing at the ONRC in Cluj works

Setting up a company and every later change follow the same path at the Trade Register Office attached to the Cluj Tribunal (Tribunalul Cluj):

1. Preparing the documents. For a new company: reserving the name (the reservation is valid for one month, art. 50(6) of Law no. 265/2022), drafting and signing the articles of association, the standard declaration on operating conditions (declarație-tip privind condițiile de funcționare, art. 122) and the beneficial owner declaration (art. 56 of Law no. 129/2019). For changes: the resolution or the sole shareholder’s decision and the updated articles of association (art. 204(4) of Law no. 31/1990).
2. Signing. The articles of association are signed by all the founders, by hand or with a qualified electronic signature (art. 82(2) of Law no. 265/2022). Resolutions are signed by the shareholders or the sole shareholder, and declarations by the directors.
3. Filing. The application is filed within 15 days of the date of the articles of association or the amending act (art. 87), at the counter, by post or through the ONRC online services portal with a qualified electronic signature (art. 84(1)). Acting under a lawyer’s power of attorney (împuternicire avocațială), I can send the file electronically myself and certify your identity (art. 3(e) and art. 84(2)).
4. The ruling. The registrar rules within one working day of the application being registered (art. 105(1)); if documents are missing, the registrar gives you up to 15 calendar days to put it right (art. 106(1)). The entry is made within 24 hours of the ruling (art. 107(3)). In practice it can take longer if there are gaps in the file.
5. The documents. You receive the registration certificate, with the Trade Register number, the unique registration code and the EUID, or the certificate of registered amendments (certificat de înregistrare mențiuni), together with the registrar’s ruling (art. 110), at the counter, electronically or by post (art. 111). The company acquires legal personality on the date it is actually registered (art. 107(4)).

Companies set up after 1 January 2025 use CAEN Rev. 3 codes for their object of activity from the start; older ones have an implementation period, extended by Government Decision no. 788/2026, which I explain in my article on updating the object of activity to CAEN Rev. 3 (in Romanian).

What documents to have ready when you write to me

• the company’s registration certificate or unique registration code, so I can check its details in the Trade Register;
• the updated articles of association and the shareholders’ latest resolution, if there is one;
• the identity documents of the shareholders and the director;
• the contract for the space used as the registered office, and how long it runs;
• for a new company, three name options and the list of activities you want to carry out.

With these to hand, I can tell you in our first conversation what your file involves, what still needs signing and how my fee is set.

How I can help you

I help you choose the business form, set up the company and make every change along the way: transferring shares, moving the registered office, increasing the capital, suspending activity and striking off. I draft the documents, check the file before it goes in and represent you at the Trade Register Office, usually without you having to travel. For non-profit organisations, see associations and foundations. If you’d like to talk about your company, write to me and I’ll tell you the next steps.