SRL in Romania, Members, Capital, Liability and Decisions
> An SRL in Romania (societate cu răspundere limitată) is the Romanian limited liability company, one of the five company forms of Law 31/1990. It has from one to 50 members, who answer only up to the subscribed capital. One or more administrators run it.
What is an SRL in Romania?
The societate cu răspundere limitată (SRL, the limited liability company) is one of the five forms with legal personality in art. 2 of Law 31/1990. The text is that of January 2024. Whoever owns it, it is a Romanian legal person. Its capital is divided into equal shares (părți sociale). The shares cannot be negotiable securities (art. 11). The company cannot issue bonds (art. 200).
This guide is for someone who owns, or is about to own, an existing company. Every company in our catalogue is an SRL, so buying a shelf company in Romania means buying this form together with its history. A one-person business that is not an SRL has the full guide to freelancing in Romania.
Who can own an SRL, and how many members can it have?
An SRL has at most 50 members (art. 12). Above 15 members, the SRL must appoint censors (cenzori) (art. 199(3)). One person can also found an SRL. Then only the statute (statut) is drawn up (art. 5(2)). That sole member (asociat unic) exercises the powers of the general meeting (art. 196^1(1)). Art. 14 limited a person's sole-member positions. It was repealed on 5 July 2020 (Law 102/2020). On the text we read, one person may therefore be sole member of several SRLs.
Natural and legal persons, Romanian or foreign, may associate and found a company (art. 1(1)). The Company Law text we read sets no nationality or residence condition for a member. We have not checked other statutes, so this page goes no further.
Are the members liable for the SRL's debts?
The company answers for its obligations with its own assets (art. 3(1)). The members answer only up to the subscribed share capital (art. 3(3)). The rule has exceptions in company law and in tax law, set out below.
| Situation | What the law says | Article |
|---|---|---|
| The company's debts | The company's obligations are guaranteed by the company's own assets (patrimoniul social) | art. 3(1) Law 31/1990 |
| The member's limit | Members answer only up to the subscribed share capital | art. 3(3) Law 31/1990 |
| Dissolution or liquidation | The member's liability stays limited to the contribution, also in dissolution and, where applicable, liquidation | art. 237^1(2) Law 31/1990 |
| Abuse of limited liability | A member who, in fraud of creditors, abuses the limited liability and the company's separate legal personality answers without limit for the unpaid obligations of the dissolved or liquidated company | art. 237^1(3) Law 31/1990 |
| What counts as abuse | In particular, treating the company's assets as one's own, or reducing the company's assets for one's own benefit or a third party's, knowing or having to know that the company can then no longer meet its obligations | art. 237^1(4) Law 31/1990 |
| Tax law, company declared insolvable | Where the company has been declared insolvable, administrators, members, shareholders and others who caused its insolvability by disposing of or hiding its assets in bad faith are jointly liable with it for its overdue obligations | art. 25(2)(b) Fiscal Procedure Code |
| Tax law, unpaid taxes | Administrators or others who in bad faith caused taxes not to be declared or not to be paid when due are jointly liable for the overdue obligations of a company declared insolvable | art. 25(2)(d) Fiscal Procedure Code |
Tax-law liability covers only the principal and accessory obligations of a limited period (art. 25(5)). That is the period in which the person held the capacity that grounds the liability. This section states the rule and its exceptions. It gives no view on any reader's own case.
What is the minimum capital of an SRL in 2026?
Law 239/2025 sets three rules in its art. VI. It has been in force since 18 December 2025 (ANAF Brașov table of changes). The minimum capital of a new SRL is 500 lei (art. VI(2)). A company whose net turnover passed 400,000 lei needs 5,000 lei (art. VI(1)). The test uses the previous year's annual statements. Once the capital is at that level, it stays unchanged if turnover later falls (art. VI(4)).
500 lei
- law a newly formed SRL
5,000 lei
- law a company whose net turnover passed 400,000 lei
The two-year deadline
- law covers the 5,000 lei tier only
- our computation ends on 18 December 2027
Paying in is separate from the minimum. An SRL pays in 30% of the subscribed capital no later than 3 months from registration, and before it starts operations. It pays in the balance of a cash contribution within 12 months of registration (art. 9^1(2), text of January 2024; we have not checked later amendments). Cash is compulsory at incorporation. Work or services never count as capital (art. 16). The capital cannot be reduced below the minimum unless a raise to at least that level is decided at the same time (art. VI(5)).
| Rule | Figure | Article and instrument |
|---|---|---|
| A newly formed SRL | 500 lei | art. VI(2) Law 239/2025 |
| An SRL whose net turnover passed 400,000 lei | 5,000 lei, tested on the previous year's annual statements | art. VI(1) Law 239/2025 |
| Turnover falls later | The capital stays unchanged; there is no way back down | art. VI(4) Law 239/2025 |
| An existing SRL at or below 400,000 lei net turnover | The text sets no minimum for this case | art. VI(6) Law 239/2025 |
| Paying in | 30% within 3 months of registration and before operations; the cash balance within 12 months | art. 9^1(2) Law 31/1990 |
| Reducing the capital | Not below the legal minimum, unless raised at the same time to at least that minimum | art. VI(5) Law 239/2025 |
Capital rules at a glance. Sources: Law 239/2025, art. VI as printed in the ANAF Brașov table; Law 239/2025; Law 31/1990, text of January 2024.
Must an older SRL raise its capital by December 2027?
Only partly. The two-year deadline of art. VI(6) covers the 5,000 lei tier. That is the capital set under art. VI(1). For an existing SRL at or below 400,000 lei net turnover the text sets no figure. This page therefore does not say that every older SRL must reach 500 lei.
Check the turnover line
Is net turnover in the previous year's annual statements above 400,000 lei (art. VI(1))? The administrator checks with the company's own accounting staff or a CECCAR accountant under contract.
Decide the raise
It can come from new contributions, reserves other than legal reserves, profits or the conversion of due claims (art. 221). A Bar-registered lawyer drafts the acts (art. 3 Law 51/1995). The decision lapses unless it is carried out within 18 months (art. 219(1)).
Keep the act to the raise
The Monitorul Oficial Part IV (Official Journal) tariff is halved for a raise under art. VI(1) made by 31 December 2026. This applies only if the act deals with nothing else (art. VI(7)). The law states no lei amount.
Meet the deadline
The raise is due by the end of the financial year after the one in which the higher turnover is found (art. VI(3)). For registered SRLs the deadline is 2 years from entry into force, which is 18 December 2027 on our computation. Otherwise any interested person, or ONRC (the trade register office), can ask the tribunal to dissolve the company (art. VI(8)). The tribunal may dissolve it unless the capital is raised before the judgment is final (art. VI(9)).
Who runs an SRL, and what is the administrator liable for?
An SRL is run by one or more administrators, who may be members or not. The constitutive act or the general meeting appoints them (art. 197(1)). The law's word is administrator, not director. The person appointed must accept expressly (art. 72). The general meeting can remove and discharge administrators (art. 194(1)(b)). Persons barred as founders by listed final convictions cannot be administrators (art. 73^1(1)).
Each administrator represents the SRL unless the act says otherwise (art. 75). If the act requires them to act together, they decide unanimously. Members holding an absolute majority of the capital decide a deadlock (art. 76(1)). Their liability follows the rules of the mandate. Towards the company they are jointly liable for several duties (art. 73(1)). They answer for the payments-in, the dividends paid, the registers, carrying out the meeting's decisions and the duties of law and act.
Administrators may not take a mandate in competing companies or ones with the same object without the meeting's authorisation. Nor may they trade in competition without it. The penalty is removal and damages (art. 197(2)). One listed VAT risk criterion is a foreign administrator without Romanian tax residence, together with capital below 45,000 lei (Annex 6, pt. 5.1). How the criteria combine is open. A non-resident administrator gets a Romanian tax number through ONRC (art. 83 Fiscal Procedure Code).
Looking at an existing company?
If you are weighing an existing Romanian SRL, we can go through its register entries and papers with you before you decide.
How do the members of an SRL decide?
A sole member decides alone and records every decision in writing at once (art. 196^1). Contracts between the SRL and its sole member must be in writing, on pain of absolute nullity (art. 15). With several members, the administrators convene them at the registered office at least once a year (art. 195(1)). Members holding at least a quarter of the capital can demand a meeting (art. 195(2)).
The sole member
- law decides alone and in writing
Several members
- law an absolute majority of the members and of the shares, one vote per share
A transfer of shares to an outsider
- law members holding at least three quarters of the capital, unless the act says otherwise
The company’s own act may set other majorities.
Notice goes by registered letter at least 10 days ahead, with the agenda, unless the act says otherwise (art. 195(3)). The meeting decides by an absolute majority of the members and of the shares, unless the act says otherwise (art. 192(1)). Each share carries one vote (art. 193(1)). The act may allow a postal vote (art. 191). A member cannot vote on their own contributions in kind or on contracts with the company (art. 193(2)).
A member may challenge in court a decision that is contrary to law or the constitutive act. This applies to a member who did not attend, or who voted against and had it minuted. The challenge must be made within 15 days of learning of the decision (art. 196 with art. 132(2)).
| Situation | Rule | Article |
|---|---|---|
| The sole member | Decides alone, in writing, at once | art. 196^1 Law 31/1990 |
| The default majority | An absolute majority of the members and of the shares, unless the act says otherwise | art. 192(1) Law 31/1990 |
| Votes | One vote per share | art. 193(1) Law 31/1990 |
| A meeting convened again | Where a lawfully constituted meeting could not decide for lack of the required majority, decides on the agenda whatever the number of members present and the part of the capital they represent | art. 193(3) Law 31/1990 |
| Parity between members | The act must say how decisions are taken, with the vote of all members, where equal participation prevents an absolute majority | art. 7(d^1) Law 31/1990 |
| Notice of a meeting | Registered letter at least 10 days before, with the agenda, unless the act says otherwise; the 10 days run from receipt | art. 195(3) Law 31/1990 |
| A quarter of the capital | Can demand a general meeting | art. 195(2) Law 31/1990 |
| Challenging a decision | 15 days from the day the member learnt of it | art. 196 Law 31/1990 |
| A transfer to an outsider | Approval of members representing at least three quarters of the capital, unless the act says otherwise | art. 202(2) Law 31/1990 |
Decisions and majorities. Source: Law 31/1990, text of January 2024.
What does the constitutive act of an SRL contain?
The act constitutiv (constitutive act) holds an SRL's own rules. Where the law allows it, these replace the default rules. The sections on decisions and changes keep pointing to it for that reason.
- The company contract (contract de societate) and the statute (statut), or one document called the constitutive act. A sole member has the statute alone (art. 5(2) and (3)).
- All members sign under private signature. A notary is needed only in listed cases, such as real estate contributed (art. 5(6)).
- A certain date (dată certă), also gained by filing the act at the trade register (art. 5(7)).
- The number and nominal value of the shares, and the shares given to each member (art. 7(d)).
- How the meeting decides where equal participation prevents an absolute majority (art. 7(d^1)).
- The administrators, the term of their mandate, their powers, and whether they act together or separately (art. 7(e)).
- The beneficial owners (beneficiari reali) and how control is exercised, where the law requires it (art. 7(f^1)).
How is the constitutive act changed?
One path serves every change (mențiune, an entry in the trade register). That covers a new administrator, a new member, a capital raise, the seat or the object.
Draft
A Bar-registered lawyer drafts the decision, the amending act and the full updated act. Drafting legal acts is reserved to lawyers (art. 3(1)(c) and (2) Law 51/1995). We coordinate the lawyer and never draft.
Sign
The members, or the sole member, sign the decision, and a new administrator signs an express acceptance (art. 72). Private signature is the rule. A notary is needed only in listed cases (art. 204(2)).
File at ONRC
The administrators file the amending act and the complete updated act (art. 204(4)). They file within 15 days of the act (art. 43(1) Law 265/2022). They add the beneficial-owner update where control changes (art. 56(3) Law 129/2019). A person holding an authentic (notarised) power of attorney may file a change. A lawyer under a lawyer's mandate may do the same (Law 265/2022 on the trade register, 2022 text). Filing is not reserved to lawyers (compare art. 36(1) Law 31/1990, first registration).
The registrar decides
We read the 2022 text of Law 265/2022 (later amendments not read). The registrar decides within one working day of the application being registered (art. 105(1)). An incomplete file gets up to 15 calendar days to be cured (art. 106(1)).
Publication and opposition
The amending act is published in Monitorul Oficial Part IV at the company's expense (art. 204(5)). Creditors may oppose within 30 days of the publication (art. 62(1)).
If shares changed hands
ANAF is notified within 15 days of the transfer. The registrar checks the conditions of art. V when it records the transfer (art. V(3)), so the notice is filed before step 3. OUG 13/2026 widened art. V of Law 239/2025. Since then, this covers the shares of any SRL member. The company, the seller or the buyer files, or a CECCAR accountant or a lawyer acting for them. We prepare the file and coordinate. The procedure of the implementing order is not set out here.
Signing and filing from abroad
Foreign official documents are always presented in original. There are four cases. One is where a treaty removes the formality (art. 76(1)(a) Law 265/2022). Another is where EU rules provide for the original (76(1)(b)). A third is the original carrying the apostille, for other Hague-convention states (76(1)(c)). The last is the original carrying proof of superlegalisation, for the rest (76(1)(d)). A legalised Romanian translation always accompanies them (art. 76(2)). The application is signed by hand or with a qualified electronic signature (art. 82(1)).
Does a change need unanimity?
The default is the absolute majority of art. 192(1), unless the act says otherwise. Art. 192(2) was repealed on 26 November 2022 (art. 129 pt. 39 of Law 265/2022). This page does not say what it required. Many older acts still set unanimity, so the company's own act decides. This page does not say that unanimity is never needed.
What did Law 239/2025 change for an SRL that is already running?
Besides the capital tiers, Law 239/2025 brought five rules that an owner or buyer of a running SRL meets. The law has been in force since 18 December 2025.
Dividends only after losses are covered
A company has a profit for the current year and a carried accounting loss. It may pay out dividends from that profit only after it sets up the legal reserves and covers the loss (art. 69^1(1)). This is the company-law rule and states no tax.
Members' loans when net assets are low
When net assets are below half the capital, the company may not repay loans to shareholders, members or affiliated persons (art. 67(2^4)). The fine is 10,000 to 200,000 lei (art. 67(2^6)).
Net assets below half the capital
The restore-or-reduce rule for net assets below half the subscribed capital, with its fines, now extends to the SRL (art. 153^24(4^1)-(4^5)). ANAF enforces it from 2027, for financial years from 1 January 2025.
A payment account in Romania
From 1 January 2026 every legal person must hold a payment account in Romania or with a unit of the State Treasury (art. 1(1^2) Law 70/2015). Law 239/2025 inserted this rule.
Inactive for a year means dissolution
A taxpayer declared inactive that does not reactivate within one year of the declaration is dissolved. The rule is in art. 92(4^1) Fiscal Procedure Code. For a company under Law 31/1990, which includes every SRL, it follows art. VIII of Law 239/2025.
What must a running SRL keep doing?
The company's duties in one place, each with its term where the law gives one.
- Hold a general meeting at the registered office at least once a year (art. 195(1)).
- Have the meeting approve the annual statements and distribute the profit (art. 194(1)).
- Keep the register of members (registrul asociaților) through the administrators (art. 198).
- Put contracts with a sole member in writing and record their decisions at once (art. 15; art. 196^1(2)).
- File every change at ONRC within 15 days (art. 43(1) Law 265/2022).
- Update the beneficial-owner declaration within 15 days of a change (art. 56(3) Law 129/2019). A missing declaration is fined 5,000 to 10,000 lei on the legal representative. If it is still missing 30 days after the fine, the court may dissolve the company at ONRC's request (art. 57).
- Appoint censors (cenzori) once members pass 15 (art. 199(3)).
- Hold a payment account in Romania (art. 1(1^2) Law 70/2015).
- Raise the capital when net turnover passes 400,000 lei (art. VI(3) Law 239/2025).
- Have the ANAF notice filed within 15 days of a share transfer (art. V Law 239/2025).
Can members sell their shares, and what does a buyer take over?
Shares can be transferred between members (art. 202(1)). A transfer to an outsider needs the approval of members representing at least three quarters of the capital, unless the act says otherwise (art. 202(2)). It has effect against third parties only from its entry in the trade register (art. 203(2)). The 15-day ANAF notice covers the shares of any SRL member (OUG 13/2026). A Bar-registered lawyer drafts the deed and the resolutions. No notary is required (art. 204(2)). The procedure has its own page.
A buyer takes over a legal person with its own assets and its own history. The company's obligations stay guaranteed by its own assets (art. 3(1)). The exceptions are in the liability table above. The register of members, the act, the capital tier and the duties above are where the SRL's own rules decide what the buyer takes over. A company with years on the register has a page of its own. Every company in our catalogue is an SRL, so this is the form a buyer of a shelf company buys.
From our practice. Mircea Pavel, transfers and shelf inventory lead, starts with the constitutive act: majorities, powers, the register of members, the capital against the tier that applies. A Bar-registered lawyer drafts the deed. Mircea Pavel coordinates the lawyer and never acts as one.
Sources
Each statement above rests on one of these official texts. Law 31/1990 is cited from its text of January 2024; Law 265/2022 from its 2022 text, later amendments not read.
- Law 31/1990 on companies, text of January 2024, Ministry of Economy: the five forms, members, the act, the administrator, majorities, liability and the transfer of shares.
- Law 239/2025, changes to Law 31/1990, ANAF Brașov table: art. VI on the capital tiers, the deadline and the cure, and arts 67, 69^1 and 153^24.
- Law 239/2025, ANAF copy: art. V on the 15-day notice, and art. 1(1^2) of Law 70/2015 on the payment account.
- OUG 13/2026, art. I: the transfer rule covers the shares of any SRL member.
- Fiscal Procedure Code, consolidated to OUG 38/2026: joint liability in art. 25, the tax number of a non-resident in art. 83, inactive taxpayers in art. 92.
- Law 265/2022 on the trade register, 2022 text: the 15-day filing, the registrar's term, foreign documents.
- Law 129/2019, arts 56-57, ONPCSB: the beneficial-owner declaration and its fine.
- Annex 6 to the VAT norms, pt. 5.1: one VAT risk criterion on a foreign administrator and low capital.
- Law 51/1995 on the legal profession, art. 3, UNBR: drafting legal acts is a lawyer's activity.
Frequently asked questions
What is an SRL in Romania?
The societate cu răspundere limitată is the Romanian limited liability company, one of the five company forms in art. 2 of Law 31/1990. Its capital is divided into equal shares. It has from one to 50 members, who answer only up to the subscribed capital (art. 3(3)). One or more administrators run it.
Can a foreigner own 100% of an SRL?
Natural and legal persons, Romanian or foreign, may found a company (art. 1(1)). One person may found an SRL (art. 5(2)). The Company Law text we read sets no nationality or residence condition for a member. We have not checked other statutes, so this answer goes no further than that text.
How many members can an SRL have, and can one person own several single-member SRLs?
From one to 50 members (art. 12). Censors, the cenzori, become compulsory above 15 members (art. 199(3)). Art. 14 limited sole-member positions. It was repealed on 5 July 2020. On the text we read, one person may therefore be sole member of several SRLs.
What is the minimum capital of an SRL in 2026?
A newly formed SRL needs 500 lei (art. VI(2) Law 239/2025). A company whose net turnover passed 400,000 lei needs 5,000 lei (art. VI(1)). The test uses the previous year's annual statements. The capital stays at that level if turnover later falls (art. VI(4)). The law has applied since 18 December 2025.
My older SRL has a small capital: must I raise it by December 2027?
Art. VI(6) gives two years, ending 18 December 2027 on our computation. It covers only the capital set under art. VI(1), the 5,000 lei tier. For an existing SRL at or below 400,000 lei turnover the text sets no figure. A company above the line that misses it can be dissolved unless it tops up before judgment is final.
Is it cheaper to raise the capital now?
The publication tariff in Monitorul Oficial Part IV is halved for a raise under art. VI(1) made by 31 December 2026. This applies only if the amending act deals with nothing else (art. VI(7)). The law gives the reduction as 50%, not as a lei amount, so this page states no sum.
Does the capital have to be paid in before registration?
No. An SRL pays in 30% of the subscribed capital no later than 3 months from registration, and before it starts operations. It pays the balance of a cash contribution within 12 months of registration (art. 9^1(2), text of January 2024). Work or services never count as capital (art. 16(4)).
Am I personally liable for the SRL's debts?
Not beyond the subscribed capital, also in dissolution (art. 3(3), 237^1(2)). The exception is abusing that limit in fraud of creditors (art. 237^1(3)-(4)). That includes treating company assets as one's own, knowing or having to know it can then no longer meet its obligations. Tax law adds joint liability for bad faith once the company is declared insolvable (art. 25(2)).
Who runs an SRL, and can the administrator be an outsider?
One or more administrators run it, and they may be members or not. The constitutive act or the general meeting appoints them (art. 197(1)). The person appointed must accept expressly (art. 72). The general meeting can remove an administrator (art. 194(1)(b)). Whether a legal person may serve as administrator is not answered on this page.
What is the administrator liable for, and can they sign alone?
Administrators answer under the rules of the mandate (art. 72). Towards the company they are jointly liable for payments-in, dividends, registers, carrying out decisions and the duties of law and act (art. 73(1)). Each administrator represents the SRL unless the act says otherwise (art. 75). If the act requires them to act together, they decide unanimously (art. 76(1)).
How do SRL members decide?
In the general meeting, by an absolute majority of the members and of the shares, unless the act says otherwise (art. 192(1)). Each share has one vote (art. 193(1)). A postal vote is possible if the act allows it (art. 191). A sole member decides alone and records every decision in writing at once (art. 196^1).
Does changing the constitutive act need unanimity?
The text we read applies the absolute majority of art. 192(1) unless the act says otherwise. The former special paragraph, art. 192(2), was repealed on 26 November 2022. This page does not say what it required. Many older acts still set unanimity, so you must check the company's own constitutive act.
What happens with two 50/50 members?
Where equal participation in the capital prevents an absolute majority, the constitutive act must say how the general meeting decides, with the vote of all members (art. 7(d^1) Law 31/1990). With two members at 50/50, that clause is the one to look for in the act.
Does an SRL need a notary?
Not for the constitutive act or for an amendment of it. The exceptions are listed cases such as real estate contributed, conversion into an SNC or SCS, or a public subscription (art. 5(6) and 204(2)). Private signature is the rule. A Bar-registered lawyer, not a notary, drafts the acts (art. 3 Law 51/1995).
Can I sell my shares?
Freely to another member (art. 202(1)). To an outsider, with the approval of members representing at least three quarters of the capital, unless the act says otherwise (art. 202(2)). The transfer has effect against third parties from the ONRC entry (art. 203(2)). The transfer of the shares of any SRL member also triggers the 15-day ANAF notice.