Changing the Registered Office or Director in Romania

How a lawyer can help you change the registered office or director in Cluj

Changing the registered office (sediu social) and changing the director (administrator) are both amendments to the articles of association (act constitutiv). I write the documents, check the office and file the application, usually without you needing to come to the ONRC.

The registered office and the directors must be stated in the articles (art. 7(b) and (e) of Law no. 31/1990). That’s why any change to them follows the rules for amending the articles of association, and under art. 110(2) of Law no. 265/2022 the registrar issues a certificate of registered amendments (certificat de înregistrare mențiuni).

What documents you need to change the registered office

• The general meeting resolution or the sole shareholder’s decision, with the full address of the new registered office. The meeting decides by an absolute majority of both the shareholders and the shares (părți sociale), unless the articles provide otherwise (art. 192(1)).
• The updated articles of association, showing the new office (art. 204(4)).
• Proof of the right to use the space (art. 36(2)(c)): a lease, a loan-for-use agreement (comodat) or a land register extract (extras de carte funciară) if the space belongs to the company or to a shareholder who makes it available. I check how long the contract runs, because if the right of use expires, that is a ground for the registrar to find the company dissolved (art. 237^2(1)(a)).
• The owners’ association approval and the neighbours’ consent, if the office is in a residential building and business is carried on there (art. 40 of Law no. 196/2018), or the director’s declaration that no activity takes place at the office (art. 17(6) of Law no. 31/1990).
• The standard declaration on operating conditions (declarație-tip privind condițiile de funcționare) for the new office (art. 122(4) of Law no. 265/2022).

What happens when you move the registered office to another county?

Moving to another county follows the same procedure. The application and documents can be filed at any Trade Register Office (art. 85(1) of Law no. 265/2022), including electronically, with a qualified electronic signature (art. 84). The unique registration code (CUI) stays the same for the company’s whole life (art. 127(2)).

Under art. 31(1)(c) of the Fiscal Procedure Code (Codul de procedură fiscală), a legal person’s tax domicile is its registered office, so moving the office also moves the company to a different tax jurisdiction. The new details are notified to ANAF, the tax authority, within 15 days through the amendment declaration (declarația de mențiuni), under art. 88(1). If the company has secondary places of business or employees in the old county, we check what stays registered there.

What does moving the registered office mean for ANAF?

The tax registration declaration contains the company’s identification details, its tax registration profile (vector fiscal) and its secondary offices (art. 86(2) of the Fiscal Procedure Code). Any later change to these details is declared within 15 days of the change, through the amendment declaration, with the documents proving it (art. 88(1) and (3)). When details printed on the tax registration certificate change, the old certificate is also handed in, so it can be cancelled and a new one issued (art. 88(2)).

Once you receive the certificate of registered amendments from the ONRC, your accountant files the amendment declaration. You’ll also need to update the registered office on your invoices, contracts and website, because a business (profesionist) must show its registered office on the documents it uses in its activity (art. 128 of Law no. 265/2022).

How is a director appointed and removed?

The company is run by one or more directors, shareholders or not, appointed by the articles of association or by the general meeting (art. 197(1)). Under art. 194(1)(b), the general meeting appoints the directors, removes or dismisses them and grants them discharge (descărcare de activitate). Shareholders holding an absolute majority of the share capital may choose directors from among themselves and set their powers, the length of their term and any remuneration, unless the articles provide otherwise (art. 77(1), which applies through art. 197(3)).

The appointment takes effect only if the person appointed expressly accepts it (art. 72). By accepting the mandate, the director takes responsibility for meeting the conditions that art. 6 sets for the role (art. 73^1(2)): having legal capacity and not having been banned from the role by a final criminal judgment for the offences listed there (art. 6(2)).

For the ONRC file you need the general meeting resolution or the sole shareholder’s decision on the removal and the appointment, the new director’s identity document and their declaration accepting the mandate. You also need the articles updated with their details, the length of their term and the powers granted (art. 7(e)). A specimen signature is no longer filed, as art. 45 of Law no. 31/1990 was repealed by Law no. 265/2022.

What is the director liable for?

The director may carry out all the operations needed to pursue the object of activity, within the limits set by the articles (art. 70(1)), and cannot pass on the right of representation unless expressly allowed to (art. 71(1)). They are jointly and severally liable to the company for making sure that the capital contributions have actually been paid in, that the dividends paid out actually exist, that the registers are kept, and that the general meeting’s resolutions and the duties imposed by law and by the articles are carried out (art. 73(1)). Without the meeting’s authorisation, they cannot be a director of competing companies, or they can be removed and held liable for damages (art. 197(2)).

If you’re the outgoing director, I think it’s worth asking the general meeting for discharge (art. 194(1)(b)). If you’re the new one, I’d encourage you to read the articles before you accept.

How does registration work at the ONRC in Cluj?

1. I check the articles and the new space or the new director, including how long the office contract runs and the legal conditions for the role.
2. I draft the resolution or decision and the updated articles, plus the declarations needed.
3. 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 resolution (art. 43(1) of Law no. 265/2022), usually electronically.
4. The registrar rules on the application within one working day (art. 105(1)) or gives you up to 15 calendar days to complete the file (art. 106(1)). The entry is made within 24 hours of the ruling (art. 107(3)) and can be relied on against third parties from the moment it is registered (art. 46).
5. The amending act is published in the Official Gazette (Monitorul Oficial); the Trade Register Office arranges this (art. 204(5) of Law no. 31/1990).

How I can help

I handle moving the registered office, including to another county, and changing the director. I check the office contract and the approvals, write the resolution and the updated articles, file the application with the ONRC and tell you what your accountant has to declare to ANAF. You sign, and I keep track of the rest. If the shareholders change along with the director, see the page on transferring shares. All my services for businesses are on the business law page. To talk about your situation, write to me.