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The Annual General Meeting (AGM) is a cornerstone of Romanian corporate governance, ensuring that shareholders stay aligned with management decisions and that companies meet their legal and reporting obligations. This article explores how AGMs work under Law 31/1990, covering meeting timelines, voting, shareholder participation, and filing obligations.
When must an AGM take place?
Under Article 111 of Law 31/1990, the ordinary general meeting must be held:
- At least once per financial year
- Within five months from the end of that financial year
For companies with a financial year ending on 31 December, the AGM must take place no later than 31 May of the following year.
If quorum is not met at the first meeting:
- A second meeting date may be included in the initial notice (not on the same day); or
- A new notice may be issued, with a minimum notice period of eight days if the second date was not previously indicated.
Failure to file annual financial statements within five months after the legal deadline constitutes a ground for fiscal inactivity under Law 239/2025, which may ultimately lead to dissolution if not remedied within one year.
How is the meeting convened?
The administrators (or, in a dualist system, the management board) are responsible for convening the AGM at the registered office or another location specified in the articles of association.
Shareholders representing at least 25% of the share capital may request that a meeting be convened, provided they clearly indicate the proposed agenda.
Key procedural elements include:
- The convening notice must contain the full agenda.
- Notice is generally published or communicated at least 10 days before the meeting (longer periods may apply depending on company type).
- Shareholders holding at least 5% of the share capital may request additions to the agenda within 15 days of publication of the initial notice.
- Any updated agenda must be properly communicated before the meeting.
How are votes and proxies managed?
Decisions during an ordinary meeting are valid when approved by a majority of votes from those present. For matters concerning amendments to the company’s governing documents, unanimity or a higher threshold may apply depending on the company’s constitution.
Shareholders may vote by proxy, based on written authorisation prepared specifically for that meeting. The proxy must be submitted in advance, usually forty-eight hours before the AGM or within the timeframe stated in the company’s internal rules.
To prevent conflicts of interest, board members, managers, and officers cannot act as proxies if their votes would determine the meeting’s outcome.
What must be approved during the AGM?
The ordinary AGM typically resolves on:
- Approval of annual financial statements
- Allocation of profit (including dividends)
- Before approving dividends, the AGM must verify:
- Whether accumulated losses exist, these must be covered before distributing current-year profit.
- Whether net assets fall below half of the subscribed share capital, dividends cannot be distributed until restoration.
- Failure to restore net assets by the end of the financial year in which the situation was acknowledged triggers fines between RON 10,000 and RON 200,000.
- Before approving dividends, the AGM must verify:
- Discharge of directors for the relevant financial year
- Appointment or removal of administrators, auditors, or censors
- Initiation of liability actions, where relevant
Companies exceeding statutory thresholds relating to turnover, total assets, or number of employees are subject to mandatory statutory audit. The auditor’s report must be presented to and acknowledged by the AGM.
How are AGM minutes and resolutions filed?
Trade Register (ONRC)
AGM resolutions must be filed with the National Trade Register Office (ONRC) within 15 days only if they concern:
- Amendments to the constitutive act
- Share capital increases or reductions
- Appointment or revocation of directors
- Share transfers requiring registration
Pure approval of financial statements does not require separate ONRC filing; statements are submitted electronically to the Ministry of Finance, which transmits relevant data to ONRC.
Financial statements
Annual financial statements must be submitted to the Ministry of Finance within the statutory deadline (generally 150 days from year-end).
Under Law 239/2025:
- Failure to file financial statements may trigger fiscal inactivity status.
- Inactive entities that fail to reactivate within one year face dissolution proceedings initiated by tax authorities.
This elevates the importance of timely AGM approval and submission of financial statements.
How are AGMs conducted in practice?
Companies in Romania can hold AGMs in several valid formats:
- Physical meetings, where shareholders attend in person.
- Written resolutions, adopted when the company’s internal regulations allow them.
Many companies now use digital platforms to facilitate shareholder participation, electronic voting, and remote attendance. These tools increase efficiency and accessibility while maintaining legal compliance and data protection standards.
What’s next?
Managing an Annual General Meeting in Romania requires careful coordination, clear procedures, and a strong grasp of local legal obligations. For further insights into meeting procedures across Europe, explore our article, How to Successfully Organize Your AGM in Hungary on Short Notice.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.