What rights do minority shareholders have under Romanian corporate governance rules when the board approves a related-party transaction?

In Romania
Last Updated: Nov 10, 2025
I'm a minority shareholder in a Romanian company. I want to know what protections exist if the board approves a related-party transaction without proper disclosure or a fair process. Are there remedies or reporting duties under Romanian corporate law?

Lawyer Answers

ARSULESCU - LAW OFFICE

ARSULESCU - LAW OFFICE

Nov 10, 2025
Best Answer
In Romania, related-party transactions are subject to both disclosure and approval requirements, especially if they could affect minority shareholders. If a board approved such a transaction without proper transparency or an arm’s-length process, there are a few possible remedies for example, challenging the decision in court, requesting the annulment of the transaction, or seeking damages if shareholder rights were harmed. There are also reporting duties toward shareholders and, in some cases, to the Trade Registry or auditors. The exact steps depend on the company’s form (SA or SRL), the articles of association or the value or nature of the transaction.
ARSULESCU - LAW OFFICE

ARSULESCU - LAW OFFICE

Nov 10, 2025

In Romania, related-party transactions are subject to both disclosure and approval requirements, especially if they could affect minority shareholders. If a board approved such a transaction without proper transparency or an arm’s-length process, there are a few possible remedies for example, challenging the decision in court, requesting the annulment of the transaction, or seeking damages if shareholder rights were harmed.

There are also reporting duties toward shareholders and, in some cases, to the Trade Registry or auditors. The exact steps depend on the company’s form (SA or SRL), the articles of association or the value or nature of the transaction.

ARSULESCU - LAW OFFICE

ARSULESCU - LAW OFFICE

Nov 10, 2025

In Romania, related-party transactions are subject to both disclosure and approval requirements, especially if they could affect minority shareholders. If a board approved such a transaction without proper transparency or an arm’s-length process, there are a few possible remedies for example, challenging the decision in court, requesting the annulment of the transaction, or seeking damages if shareholder rights were harmed.

There are also reporting duties toward shareholders and, in some cases, to the Trade Registry or auditors. The exact steps depend on the company’s form (SA or SRL), the articles of association or the value or nature of the transaction.

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