About Corporate & Commercial Law in Romania
Corporate and Commercial law in Romania covers a wide range of legal services relating to the creation, operation, restructuring, and dissolution of businesses. It regulates how companies are established and managed, how they interact in the market, and governs contracts and commercial relationships. Romanian Corporate and Commercial law seeks to provide a stable legal environment for business operations, safeguard the interests of investors, ensure fair competition, and facilitate both domestic and cross-border transactions. Due to Romania's membership in the European Union, much of its commercial legislation aligns with EU standards, offering additional stability and legal clarity for both local and foreign entrepreneurs.
Why You May Need a Lawyer
Navigating the complexities of Corporate and Commercial law in Romania can be challenging. There are several situations where legal advice is invaluable:
- Setting up a new company or restructuring an existing one
- Negotiating and drafting business contracts or agreements
- Handling mergers, acquisitions, or divestitures
- Managing compliance with local and EU commercial regulations
- Dispute resolution, including litigation and arbitration
- Protecting intellectual property and trade secrets
- Ensuring proper employment relationships and labor compliance
- Navigating insolvency or bankruptcy proceedings
A skilled lawyer can help prevent costly mistakes, ensure that your business complies with legal requirements, and effectively represent your interests in negotiations or disputes.
Local Laws Overview
Romanian Corporate and Commercial law consists of several important legislative frameworks:
- The Companies Law no. 31/1990 governs the establishment, functioning, and dissolution of companies
- The Civil Code incorporates rules on contracts and commercial obligations
- The Trade Registry (Registrul Comerțului) requires all companies to register and update corporate information
- Law no. 85/2014 on insolvency prevents abuse and regulates bankruptcy proceedings
- Competition Law no. 21/1996 covers fair business practices and anti-competitive behavior
- Labor Code sets out requirements for employment relationships
- EU regulations supplement and sometimes override local laws in areas such as data protection and competition
Understanding which laws apply to your business activities is essential for lawful and successful operations in Romania.
Frequently Asked Questions
What types of companies can be set up in Romania?
The most common types are Limited Liability Company (SRL), Joint Stock Company (SA), general partnerships, limited partnerships, and sole proprietorships. Each type has specific requirements and legal implications.
Is it mandatory to register a business in the Trade Registry?
Yes. All commercial companies, branches, and trade representatives must register at the Trade Registry before starting operations in Romania.
Are there any restrictions on foreign investors?
Romania generally allows 100 percent foreign ownership of companies, with only a few restrictions in sensitive sectors such as national defense or certain regulated industries.
How long does it take to set up a company in Romania?
On average, it takes between 3 to 7 working days if all documentation is in order and there are no unforeseen issues during registration.
What are the main requirements for company management?
Companies must appoint directors or managers. The requirements depend on the company type, and in some cases, managers must be Romanian or EU citizens.
What are the rules for commercial contracts?
Romanian law allows parties considerable freedom to negotiate terms, provided the contract does not violate mandatory legal provisions. Written contracts are usually required for clarity and enforceability.
How are business disputes resolved?
Disputes can be resolved through negotiation, mediation, arbitration, or litigation in Romanian courts, depending on the contract and parties' preferences.
What taxes are companies subject to?
Companies pay corporate income tax, value-added tax (VAT), social contributions for employees, and various local taxes. Tax rates and obligations depend on the size and activities of the company.
Can company information be accessed by the public?
Basic company information held by the Trade Registry is public, promoting business transparency and trust.
What happens if a company cannot pay its debts?
If a company becomes insolvent, specific procedures under Law no. 85/2014 apply, including possible restructuring, administration, or liquidation via the insolvency courts.
Additional Resources
If you are seeking more information or direct support, consider these resources:
- National Trade Registry Office (Oficiul Național al Registrului Comerțului)
- Romanian Ministry of Justice
- National Authority for Consumer Protection
- Romanian Competition Council
- Romanian Chamber of Commerce and Industry
- Romanian Bar Association (Uniunea Națională a Barourilor din România)
- European Union official portals for business and regulatory information in Romania
These organizations can provide official guidance, forms, or direct you to qualified legal professionals.
Next Steps
If you believe you need legal assistance in Corporate & Commercial matters in Romania, consider these steps:
- Identify the specific area in which you need help, such as company formation, contracts, disputes, or compliance
- Gather relevant documents and information about your business or legal issue
- Contact a local lawyer or law firm specializing in Corporate & Commercial law
- Check the credentials and experience of the legal professional before engaging their services
- Schedule a consultation to discuss your needs, expected outcomes, and legal fees
A well-informed and proactive approach increases your chances of a successful outcome and ensures your business complies with all applicable Romanian laws.
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Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.
