Changing a Director in Romania? Read This First

Switching directors in a company in Romania may seem like a routine formality — but in practice, it’s anything but. Whether due to resignation, replacement, or a shift in strategic direction, a change in directorship brings with it legal, procedural, and administrative obligations that companies must handle with care.

Fail to comply with these expectations, and you risk penalties, delays, or even future legal exposure. Here’s what every company operating in Romania should know to handle the transition correctly.

It All Starts with the General Meeting

In Romania, any officer change in a limited liability company (SRL) begins with the General Meeting of Shareholders. This is the body authorised to appoint or remove directors, and its decision forms the legal foundation for the change.

Once the appointment is decided, the company must define the new director’s powers of representation (limited or unlimited) and the duration of their mandate — which may be fixed or indefinite. Importantly, the appointment also triggers an amendment to the Articles of Association, which must be formally registered.

Who Can Be a Director?

The law allows both individuals and legal entities to act as directors — but there are clear conditions. Any appointee must have full legal capacity, a clean criminal record, and be considered a person of good repute.

Although “good repute” is not defined precisely, the law prohibits the appointment of individuals convicted of offences such as fraud, bribery, forgery, or money laundering. Moreover, legal entities must designate a permanent individual representative to carry out the duties associated with the role.

When a foreign national is appointed, things get slightly more complex. If the new director doesn’t speak Romanian, all key documents must be submitted with authorised translations. A non-resident declaration confirming their tax status in Romania is also mandatory.

The Paperwork: What Needs to Be Filed

Romania’s Trade Register (ONRC) requires a comprehensive file to register a change of director. This must be submitted within 15 days of the general meeting’s decision. While the law does not impose a fine for late filings, non-compliance could create obstacles in future registrations or dealings.

The required documents typically include:

• Shareholders’ resolution or decision of the sole shareholder

• Sworn statement of acceptance by the new director (notarised)

• Specimen signature (also notarised)

• Copy of ID or passport

• Power of attorney for filing

• Updated Articles of Association

• Standardised registration forms

• Consent to personal data processing

• Proof of address (personal addresses are mandatory — not business addresses)

Once the ONRC receives and approves the submission, the update is published in the Official Gazette, and the director’s name becomes public record.

Not Just a Name Swap: What Else Must Be Updated?

Changing a director also impacts several compliance layers. First, if the new appointment alters the control or ownership structure, the company must update the Ultimate Beneficial Owner (UBO) register within 15 days.

The company should also:

• Notify the tax authorities

• Update any licences or sector-specific registrations

• Adjust banking mandates and authorised signatories

• Inform key partners, suppliers, and clients

• Maintain accurate internal registries and documentation

These updates don’t just protect the company’s operational integrity — they help avoid misunderstandings, legal risks, or disputes over authority.

Exit Duties: What the Outgoing Director Must Do

When a director resigns, they’re not immediately off the hook. Romanian law expects a full handover process, including the transfer of documents, current projects, passwords, and company property. The outgoing director must also ensure the company is notified of their departure and that the change is filed promptly.

Directors dismissed by shareholders have no right to appeal the decision, but they may claim compensation if the termination is unjustified or premature.

Sectoral Rules and Cross-Border Ripples

In some industries, director changes must be reported to additional regulators — for instance, the National Bank of Romania or environmental authorities. Sector-specific licenses may need updating as well.

And for multinational companies? A single director change in Romania can create ripple effects abroad. Intercompany agreements may need to be amended, stakeholders notified, and regulatory filings adjusted in other jurisdictions to avoid gaps in authority.

What’s next?

Director changes in Romania require more than just signing a few papers. From defining representation rights to updating registries, every step must be done with precision, especially when international operations are involved. For more insights into processes in other jurisdictions, explore our article, Managing Director Changes in Mexico.

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