Amending the Articles of Association in Romania

Amending the articles of association (act constitutiv) means any change to the details in the company’s founding document: registered office (sediu social), name, object of activity, shareholders (asociați), director (administrator), share capital or duration. It sounds complicated, but it takes four steps, and I handle most of them:

1. The resolution of the general meeting of shareholders (AGA) or, in a company with a sole shareholder, the sole shareholder’s decision.
2. The updated articles of association, with the full text after the change (art. 204(4) of Law no. 31/1990 (Legea nr. 31/1990)).
3. Filing with the Trade Register Office (ONRC) within 15 days of the date of the amending act (art. 43(1) and art. 87 of Law no. 265/2022 (Legea nr. 265/2022)).
4. The registrar’s ruling (încheiere) on the application, within one working day (art. 105(1) of Law no. 265/2022).

For every rule below I’ve cited the article from the consolidated text of the law, so you can check it yourself.

Which changes are registered at the ONRC, and on what legal basis?

I go into more detail on the pages about transferring shares, changing the registered office or director, increasing share capital and suspending a company’s activity.

What documents you need to prepare

Every change at the ONRC starts from the same basic file:

• The application to register the changes (cerere de înregistrare a mențiunilor), signed by the company’s legal representative or by a lawyer holding a lawyer’s power of attorney (împuternicire avocațială). Anyone else can sign it only with a special or general power of attorney in notarial form (formă autentică), under art. 81(1) of Law no. 265/2022.
• The general meeting resolution or the sole shareholder’s decision, which must expressly provide for the change.
• The updated articles of association, with the full text after the change (art. 204(4) of Law no. 31/1990).
• The identity documents of the people whose details are being registered: new shareholders or directors. The registrar checks the details in them (art. 30(b) of Law no. 265/2022).
• The standard declaration on operating conditions, made on your own responsibility, when the object of activity or the registered office changes or a secondary office is opened (art. 122(4)).
• The beneficial owner declaration, whenever the change alters the beneficial owner’s details, for example after a transfer of shares. It is filed within 15 days of the change (art. 56(1) and (3) of Law no. 129/2019).
• Express acceptance of the mandate, if you appoint a new director (art. 72 of Law no. 31/1990).

On top of these come the documents specific to each change in the table above: proof of the registered office, the share transfer agreement, proof that the name has been reserved or proof of the contribution.

How does the amendment procedure work at the ONRC in Cluj?

1. I review your current articles and we settle exactly what changes and what majority the vote needs.
2. I draft the general meeting resolution or the sole shareholder’s decision, expressly providing for the change, and the updated articles.
3. We gather the supporting documents, as needed: proof of the new registered office, the share transfer agreement, the new director’s documents.
4. I file the application to register the change at the Trade Register Office attached to the Cluj Tribunal (Tribunalul Cluj), within 15 days of the date of the act (art. 43(1) and art. 87 of Law no. 265/2022). I can file it at the counter, by post or electronically, with a qualified electronic signature (art. 84). Online, the file goes through the ONRC services portal; when I’ve drawn up the documents, I send them myself and certify your identity, so you don’t need to come to the registry in person (art. 84(2) and art. 105(2)).
5. The registrar rules on the application within one working day (art. 105(1)), may give up to 15 calendar days to complete the file (art. 106(1)) and issues the certificate of registered amendments (certificat de înregistrare mențiuni) together with the ruling (art. 110(2)).

If the change alters details in the tax registration declaration, for example the registered office, the company files an amendment declaration (declarația de mențiuni) with ANAF, the tax authority, within 15 days. The rule is in art. 88(1) of the Fiscal Procedure Code (Codul de procedură fiscală).

How long does it take and what does it cost?

There are no fees or charges for registering changes at the Trade Register (art. 44 of Law no. 265/2022). The registrar’s ruling is published at no cost in the Trade Register Electronic Bulletin (Buletinul electronic al registrului comerțului), under art. 15(2)(b) and (4).

Separate costs, where they apply:

• publication in the Official Gazette (Monitorul Oficial), Part IV, of the amending act and of the notice about the updated text, at the company’s expense (art. 204(5) of Law no. 31/1990). The Trade Register Office sends them on its own initiative, within 3 working days of registration (art. 16(3) of Law no. 265/2022);
• the notary’s fee, only in the three situations in which the amending act must be in notarial form (art. 204(2));
• the valuation report, when you increase the capital with a contribution in kind (art. 215);
• certified translations, for foreign shareholders.

The registrar rules on the application within one working day of it being registered (art. 105(1)), and the entry is made within 24 hours of the ruling (art. 107(3)). If something is missing, you get up to 15 calendar days to complete the file (art. 106(1)). The change can be relied on against third parties once it is registered in the Trade Register (art. 46(1)). How my fee is set is explained on the fees page.

General meeting resolution or sole shareholder’s decision?

Shareholders take their decisions in the general meeting, and the articles may also allow voting by correspondence (art. 191). The meeting decides by a vote representing an absolute majority of both the shareholders and the shares, unless the articles provide otherwise (art. 192(1)). The rule that used to require every shareholder’s vote to amend the articles (the former paragraph (2)) was repealed by Law no. 265/2022, so what counts is what your articles say.

If the meeting doesn’t reach the majority and is reconvened, it can decide however many shareholders are present (art. 193(3)). The resolution must still be passed by a double majority, of the shareholders present and of the shares they represent, under Decision no. 9/2026 of the High Court of Cassation and Justice in an appeal in the interest of the law (recurs în interesul legii), published in Official Gazette no. 866 of 16 October 2026.

In a company with a sole shareholder, that shareholder exercises the powers of the general meeting and records every decision in writing straight away (art. 196^1(1) and (2)). The sole shareholder’s decision takes the place of the general meeting resolution.

The amending act must be in notarial form in three situations: a capital increase in which real estate is contributed in kind, a change of legal form into a general partnership (societate în nume colectiv) or a limited partnership (societate în comandită simplă), and a capital increase by public subscription (art. 204(2)). I compare the legal forms on the PFA or SRL page.

Creditors of the company who are harmed by a resolution can lodge an opposition in court within 30 days of its publication in the Official Gazette (art. 61 and art. 62(1)).

Updating the articles of association: when and how

The articles contain the shareholders’ details, the registered office, the object of activity, the share capital and contributions, the directors and the rules of organisation (art. 7). When any of these changes, we update the articles and register the change with the Trade Register Office. A change of form, an extension of the duration or any other change does not create a new legal person (art. 205).

After each change, the directors file the amending act with the Trade Register, together with the full text of the articles updated with all the changes (art. 204(4)). The updated version may leave out the names and details of the founders and of the first members of the company’s bodies, but only if at least 5 years have passed since registration and the articles do not provide otherwise (art. 204(7) and (9)).

The Trade Register Office sends the amending act, and a notice that the updated text has been filed, to the Official Gazette on its own initiative, for publication in Part IV (art. 204(5)).

Updating the object of activity under CAEN Rev. 3

Moving to CAEN Rev. 3, the revised Romanian classification of economic activities, is an amendment to the articles like any other: a resolution or decision, updated articles with the new codes and a new standard declaration on operating conditions (art. 122(4) of Law no. 265/2022). The 18-month implementation period set by Government Decision no. 284/2025 (HG 284/2025) was extended by a further 6 months by HG 788/2026, in force from 1 October 2026. You’ll find the exact deadline and what you risk if you don’t update in my article on updating the object of activity under CAEN Rev. 3 (in Romanian).

What does amending the articles of a GIE or GEIE involve?

An economic interest grouping (grup de interes economic, GIE) is an association of two or more individuals or legal entities, set up for a fixed period to facilitate or develop its members’ economic activity (art. 118(1) of Law no. 161/2003). It is a legal person with a pecuniary purpose, it cannot have more than 20 members, and its activity remains ancillary to that of its members (art. 118(2) to (4)). The members are liable without limit, jointly and severally, for the grouping’s obligations (art. 119(1)).

A GIE is set up by articles of association in notarial form (art. 120(1)) and acquires legal personality when it is registered in the Trade Register (art. 127(1)). The members amend the articles under the same conditions of substance and form that applied when they were concluded, so again in notarial form (art. 174(1)). The addendum with the full text of the amended provisions is filed with the Trade Register, the amending act is published in full in the Official Gazette, and after several changes the articles are brought up to date (art. 174(3) and (4)).

A European economic interest grouping (grup european de interes economic, GEIE) operates in Romania under Council Regulation (EEC) No 2137/85 and art. 232 et seq. of Law no. 161/2003. After each change to the articles, the directors file the amending act and the full updated text, in notarial form, with the Trade Register within 15 days (art. 234(6)), and the office sends the act for publication in the Official Gazette (art. 234(7)).

How I can help

I handle amendments to articles of association, from moving the registered office or changing the object of activity to transfers of shares and changes to the share capital. I check what your current articles say, then write the resolution or the sole shareholder’s decision and the updated articles. I file the application online with the Trade Register Office in Cluj-Napoca under a lawyer’s power of attorney and deal with any request from the registrar to complete the file myself, so you don’t have to chase paperwork.

Everything here concerns companies. For an association or a foundation the procedure is different, and I’ve explained it on the page about associations and foundations. If you haven’t set up your company yet, have a look at setting up an SRL (limited liability company); all my services for businesses are on the business law page.

Send me your current articles and tell me what you want to change. I’ll tell you which documents are missing and in what order we file them.