- Product Explore >
- Pricing
-
Insights
Insights
Explore >
Up to top (this text gets replaced by JS) Up a level (this text gets replaced by JS)
- Discover
- Press Centre
- Articles
- Research and Guides
- Events
- FAQs
- A strategic guide for navigating legal entity compliance in 2025 and beyond
- Remain Legally Compliant in 2025
- Industry Focus Explore >
- Contact Us
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?
Pursuant to Article 111 of Law 31/1990, the ordinary general assembly must meet at least once every financial year, within five months from the end of that year. This legal timeframe promotes transparency and gives shareholders the opportunity to review financial results, approve annual accounts, and decide on dividend distribution.
If the first meeting cannot take place, its notice may include the date and time of a second meeting, which must not occur on the same day. When this second date is not included in the initial notice, the notice period may be reduced to eight days.
How is the meeting convened?
Administrators are responsible for convening the AGM at the company’s registered office, at least once a year or whenever necessary. Shareholders representing one-fourth of the share capital may also request the meeting’s convocation, provided they specify the purpose of the discussion.
Notices must include the agenda and are typically sent at least ten days before the meeting. Shareholders holding a minimum of five per cent of the share capital can request additional items to be added to the agenda within fifteen days after the publication of the initial notice. Any revised agenda must then be communicated to shareholders in advance of 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 AGM serves as the decision-making forum for several core corporate matters, including:
- Approving annual financial statements and deciding on profit allocation.
- Appointing or removing administrators, auditors, or censors, and granting discharge for their activity.
- Deciding whether to initiate liability actions against administrators or auditors.
- Approving amendments to the company’s constitutive act when required.
Companies that exceed certain thresholds for assets, turnover, or employee count are legally required to undergo an annual financial audit, which must also be approved at the AGM.
How are AGM minutes and resolutions filed?
Proper record keeping is critical. AGM resolutions must be filed with the Trade Register within fifteen days of the meeting to be legally effective against third parties. Once filed, they are published in the Official Gazette of Romania.
There is no obligation to file AGM minutes separately with the Trade Register. Instead, minutes and supporting documents are submitted to the Tax Authority along with the annual financial statements. The Ministry of Finance then transmits the information electronically to the National Trade Register Office (ONRC) for publication.
Delays in submitting the financial statements may lead to fines between 300 and 4,500 RON, depending on the length of the delay.
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.
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses seeking efficient global governance can take the following actions:
- Request a Demo – See Klea’s director change management in action.
- Start a Trial – Experience how automation simplifies filings and reduces administrative risk.
- Talk to Our Experts – Get expert advice tailored to your company’s legal structure in Japan.
Company secretarial software solutions are crucial for organisations aiming to maintain structured governance, consistent compliance, and accurate records. With Klea, companies can ensure that every director change is executed efficiently, transparently, and risk-free.
Legal Disclaimer
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.