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Key Business and Legal Updates in Romania for 2025

Key Business and Legal
Updates in Romania for 2025

December 18, 2024

Executive Summary

As Romania takes significant strides towards modernising its business and legal frameworks, two major changes will shape the business environment starting in 2025. The implementation of the updated CAEN Rev.3 classification system and amendments to Company Law No. 31/1990 reflect Romania’s commitment to fostering transparency, efficiency, and digital transformation for businesses.

CAEN Rev.3: Updated Classification System for Business Activities

Starting 1 January 2025, the Romanian government will adopt the updated CAEN Rev.3 classification system for economic activities. Introduced under Order No. 377/2024 by the National Institute of Statistics (INS), this change aligns Romania’s classifications with international standards, enhancing transparency and simplifying economic reporting.

Key Points to Note

✅ New Businesses: All newly established businesses will automatically be classified under CAEN Rev.3 from January 2025.

✅ Existing Businesses: A gradual transition will apply, with updates required either voluntarily or during other registry modifications.

✅ Simplified Procedures: Updating classifications requires minimal documentation, with standardised forms ensuring a seamless process.

Why This Matters to Investors

The adoption of CAEN Rev.3 reflects Romania’s commitment to creating a modern and predictable investment environment. Businesses will benefit from greater clarity and alignment with global economic standards, fostering improved data accuracy and competitiveness.

Next Steps for Businesses

  1. aEnsure compliance with the new CAEN requirements.
  2. Review the draft order, which remains open for public consultation until 16 December 2024 on the Ministry of Justice website: www.just.ro .
  3. Start preparations now to stay ahead of the transition.

Key Amendments to Company Law No. 31/1990

On 3 December 2024, Law No. 299/2024 was published in the Official Gazette, introducing pivotal amendments to Company Law No. 31/1990. These updates are designed to enhance corporate governance, streamline administrative procedures, and strengthen shareholder rights.

Highlights of the Amendments

Simplified Identification Requirements

  • Articles 7(f¹) and 8(k¹) have been repealed, reducing unnecessary administrative burdens.
  • Updates to Article 8¹ clarify that only essential identification details are required, improving efficiency in company documentation.

Digital Transformation of General Meetings

  • New Article 125¹: Shareholders can now participate and vote in general meetings via secure electronic tools that ensure transparency and verification of votes.
  • Article 195¹: Similar provisions apply to general meetings of limited liability companies (SRL), encouraging inclusivity and digital engagement.

Delegation of Management Authority

  • Article 114(1) permits delegating specific shareholder responsibilities to the Board of Directors or Directorates, excluding decisions concerning the company’s primary activity.

Flexibility in General Meeting Procedures

  • Article 117(6): Notices for general meetings must include clear details about online participation procedures.
  • Article 117¹(2¹): The Board of Directors can amend meeting notices up to 15 days after their initial publication.

Enhanced Governance for Limited Partnerships

  • Provisions under Article 90 clarify that governance rules applicable to other company forms now extend to limited partnerships, improving clarity and consistency.

Implications for Businesses

✅ Streamlined Compliance: Companies will benefit from simplified processes, saving time and resources.

✅ Greater Shareholder Participation: Digital tools enable remote participation, ensuring shareholders engage in real-time, irrespective of location.

✅ Improved Corporate Transparency: Mandatory inclusion of online participation details enhances transparency and trust.

✅ Alignment with EU Standards: These updates align Romania with modern European practices, facilitating cross-border investment and business operations.

How SCPA Hirsch Marinescu & Partners Can Assist

At SCPA Hirsch Marinescu & Partners, we understand the challenges and opportunities presented by these legal and economic updates. Our team is ready to support your business with:

  • Legal Advisory: Tailored guidance to ensure compliance with CAEN Rev.3 and Company Law updates.
  • Digital Governance Strategies: Implementing secure systems for online general meetings and shareholder participation.
  • Compliance Reviews: Ensuring your company’s processes align with the latest legal requirements.
Looking Ahead

The implementation of CAEN Rev.3 and the amendments under Law No. 299/2024 mark a significant evolution in Romania’s business landscape. Together, these changes create a modern, efficient, and transparent framework that benefits investors, businesses, and stakeholders alike.

Author: Mag. Raluca Marinescu
For further information on this aspect and any other questions please feel free to contact: Mag. Raluca Marinescu L.L.M. raluca.marinescu@nhp.ro.