7 Red Flags in a Romanian Trade Register Certificate | 2026
Most people order a Certificat Constatator and treat it like a formality. They glance at the company name, confirm the CUI matches, and file the document. The certificate has done its job — or so they think.
In practice, a Romanian Trade Register certificate contains dozens of data points that, when read by someone who knows what to look for, reveal whether a company is healthy, distressed, abandoned, or outright dangerous to do business with. The information is all there — in the open, on an official government document. But if you do not know what you are reading, you will miss the warnings entirely.
This article covers the seven most common red flags we encounter when reviewing Certificat Constatator documents for foreign clients — and explains, in concrete terms, what each one means for your money, your contract, or your planned acquisition.
Every certificate ordered through Mihai Attorneys includes a free Company Health Check — a structured review by a licensed attorney that flags exactly these issues before you make a business decision.
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The certificate shows mandate start and end dates. If the end date has passed and no renewal was filed, the person signing your contract may have no legal authority to bind the company. Romanian courts have annulled transactions on this basis.
Voided contracts. Contested share transfers. Payments made to an entity that disputes the transaction.
The minimum is now RON 500 (all SRLs) or RON 5,000 (turnover > RON 400,000). A certificate showing RON 200 means the company hasn't complied with Law 239/2025. You inherit this liability in an acquisition.
Post-acquisition capital increase costs. Signal of broader governance neglect — what else hasn't been maintained?
The status field shows „în insolvență", „în reorganizare", „în faliment", „dizolvare", or „radiată". Payments made to companies in insolvency outside the formal process can be clawed back by the insolvency administrator.
Advance payments unrecoverable. Contracts void. Months of litigation in Romanian insolvency courts.
If you're paying for software development but the supplier's certificate only shows wholesale trade, ANAF can challenge your VAT deduction on those invoices during an audit of your company — not theirs.
Reversed VAT deductions. Tender disqualification if your subcontractor's codes don't match the scope.
A residential apartment plus RON 200 capital plus 15 unrelated CAEN codes = shell company profile. Worse: if the office lease expired, ANAF can declare the company fiscally inactive. Invoices from inactive companies are worthless.
VAT deductions reversed by ANAF. Relationship with a company that can't legally invoice.
The standard certificate shows only current shareholders. To see the history you need a Full Company History Report (€70). Multiple ownership changes in a short period signal nominee structures, debt-shifting, or companies "passed" between related parties to reset obligations.
Defective title chains. Hidden beneficial owners with claims. Regulatory exposure.
The certificate shows 5 financial KPIs. Zero turnover + zero employees + negative equity for multiple years = dormant or shell. This company has no resources to fulfil obligations and may be dissolved before you can collect.
Unenforceable contractual claims. Invoices from a company that will cease to exist.
Red Flag 1 — The Administrator's Mandate Has Expired
Every Romanian SRL must have at least one administrator (director). The administrator's mandate has a fixed duration, set in the Articles of Association — typically two or four years. When that mandate expires and is not renewed through a shareholders' resolution filed with the Trade Register, the company enters a legal grey zone.
An administrator with an expired mandate can still technically act on behalf of the company — Romanian case law generally protects third parties who dealt in good faith — but any contract signed by that person carries elevated risk. A counterparty or a court could challenge the validity of actions taken after the mandate expired. In an M&A context, an expired mandate means the person signing the share transfer agreement may not have had the legal authority to do so.
What makes this particularly insidious is that the Certificat Constatator shows the mandate dates clearly. It is right there in the document. But if you do not calculate the end date or do not know that this is something to check, you will not notice it.
What it costs you: Contracts signed by an unauthorized representative can be voided. Share transfers can be contested. In the worst case, you discover the problem after you have already paid.
Red Flag 2 — Share Capital Below the 2026 Minimum
From 1 January 2026, the minimum share capital for a Romanian SRL is RON 500. Companies whose annual net turnover exceeds RON 400,000 must hold share capital of at least RON 5,000. These thresholds were introduced by Law No. 239/2025 and apply retroactively to all existing SRLs.
If you are reviewing a Certificat Constatator and the share capital shows RON 200 (the old minimum) — or any amount below the applicable threshold — the company is non-compliant. This does not mean the company is immediately dissolved, but it means the shareholders have a legal obligation to increase the capital, and failure to do so exposes the company to sanctions, potential dissolution proceedings, and — critically — signals that the company is not being actively managed.
For a foreign investor evaluating a potential acquisition target, below-minimum share capital is a compliance liability that will need to be remedied post-closing, at your cost.
What it costs you: Post-acquisition compliance costs, potential fines, and a signal that the seller has been neglecting corporate governance — which raises the question of what else has been neglected.
Red Flag 3 — The Company Status Shows „În Insolvență" or „Dizolvare"
This might seem obvious, but it happens more often than you would expect. A Certificat Constatator will show the company's current status: active (funcționare), in insolvency (în insolvență / în reorganizare / în faliment), in dissolution (dizolvare), or struck off (radiată).
Foreign companies entering the Romanian market — particularly those responding to business proposals from Romanian entities — sometimes do not check this at all. They receive an attractive proposal, negotiate terms, perhaps even transfer an advance payment, and only later discover that their counterparty was in insolvency the entire time. Transactions with companies in insolvency are subject to special rules: the insolvency administrator must approve them, and payments made to the debtor outside the insolvency process may be clawed back.
What it costs you: Advance payments that are unrecoverable. Contracts that are void. Months of litigation in Romanian insolvency courts.
Verify any Romanian company's status for free →
Red Flag 4 — No CAEN Codes Matching the Activity You Are Contracting For
The Certificat Constatator lists the company's declared CAEN codes — the official classification of economic activities the company is legally authorised to perform. If you are contracting with a Romanian company for, say, software development (CAEN 6201), and the company's certificate shows only wholesale trade (CAEN 4690), there is a problem.
A company performing activities not covered by its registered CAEN codes faces fines, tax reclassification, and potential loss of licences. More importantly, for you as a client or partner, it means the company may not be eligible for certain tax treatments, may not qualify for public procurement in the relevant sector, and — in extreme cases — invoices issued for activities outside the company's declared scope can be challenged by ANAF during a fiscal audit of your own company.
Since 1 January 2026, all companies must use CAEN Rev. 3 codes. Companies that have not yet reclassified from Rev. 2 to Rev. 3 (deadline: 25 September 2026) are also technically non-compliant — another signal of poor corporate housekeeping.
What it costs you: Tax exposure on your side if ANAF challenges deductions based on invoices from a company performing undeclared activities. Tender disqualification if your subcontractor's CAEN codes do not match the scope.
Red Flag 5 — The Registered Office Address Looks Suspicious
The Certificat Constatator shows the company's registered office address. While virtual offices and shared workspaces are perfectly legal in Romania, certain patterns should raise questions.
A company registered at a residential apartment in a small town, with RON 200 share capital, one shareholder who is also the sole administrator, and CAEN codes spanning 15 unrelated industries — this is the profile of a shell company. It does not mean fraud is occurring, but it is the profile that ANAF, banks, and due diligence professionals flag for enhanced scrutiny.
Another variant: the registered office lease has expired, but the company has not updated its address with the Trade Register. Under Law No. 239/2025, ANAF can now declare a company fiscally inactive if the registered office cannot be confirmed. A fiscally inactive company cannot issue valid invoices — any invoice you receive from such a company is worthless for VAT deduction purposes.
What it costs you: VAT deductions reversed by ANAF during an audit. Commercial relationship with a company that cannot legally operate.
For a deeper risk analysis, use our Business Partner Screening Tool.
Red Flag 6 — Frequent Changes of Shareholders or Administrators
A healthy company changes shareholders when there is a genuine commercial reason — investment, exit, restructuring. A problematic company changes shareholders every few months, often rotating through individuals with no apparent connection to the business.
The Certificat Constatator shows only the current shareholders and administrators. To see the history of changes, you need a Full Company History Report (Raport Complet Istoric) — available through the same ordering process at €70.
Frequent shareholder changes can indicate nominee structures designed to obscure the true beneficial owner, companies being passed between related parties to reset fiscal obligations, or entities used temporarily for a specific transaction and then "sold" to a new nominee. In an M&A context, a chaotic ownership history dramatically increases the risk that the share chain contains a defective link — a transfer that was not properly executed, a tax clearance that was never obtained, or a shareholder consent that was missing.
Since 2026, all share transfers require ANAF notification and a tax clearance certificate. A company history showing transfers that pre-date this requirement but were not properly documented creates retroactive compliance uncertainty.
What it costs you: Defective title chains in acquisitions. Hidden beneficial owners who resurface with claims. Regulatory exposure if your counterparty is part of a money laundering or tax evasion structure.
Red Flag 7 — Financial Indicators Show Zero Revenue or Negative Equity
The Certificat Constatator includes five financial indicators from the most recent annual financial statements filed with the Ministry of Finance: total assets, turnover, net result, average number of employees, and equity.
A company with zero turnover, zero employees, and negative equity — for multiple consecutive years — is either dormant, a shell, or insolvent in fact if not in law. Doing business with such a company is high-risk: it may not have the resources to fulfil its contractual obligations, it may be on the verge of ANAF-triggered dissolution, and any contractual claims you have against it will be practically unenforceable.
Negative equity specifically means the company's liabilities exceed its assets. Under Romanian law, if an SRL's net assets fall below 50% of the share capital, the shareholders are required to either restore the equity or dissolve the company. A company showing negative equity on its Certificat Constatator has not complied with this obligation — another governance failure.
What it costs you: Unenforceable contractual claims against a counterparty with no assets. Invoices from a company that will be dissolved before you can collect.
The €12 Insurance Policy
Each of the seven red flags above is visible on a Certificat Constatator — if you know what to look for. The problem is that most foreign founders, investors, and business partners do not read Romanian legal documents, do not know the 2026 compliance thresholds, and do not have the context to distinguish a healthy company from a ticking time bomb.
This is why every certificate ordered through Mihai Attorneys includes a free Company Health Check: a structured review by a licensed Romanian attorney who reads the certificate line by line and flags any of the issues described above — plus anything else that does not look right.
The certificate costs €12. The Health Check is free. The alternative — discovering a problem after you have signed a contract, transferred funds, or completed an acquisition — costs exponentially more.
❌ Cost of Missing a Red Flag
✓ Cost of Checking First
What the Company Health Check Covers
When you order a Certificat Constatator through Mihai Attorneys, a licensed attorney reviews the document and confirms or flags the following: whether the company status is active and unencumbered; whether the administrator mandates are current and valid; whether the share capital meets the 2026 minimum thresholds; whether the declared CAEN codes are consistent with the company's stated business; whether the CAEN codes have been reclassified to Rev. 3; whether the registered office appears legitimate and current; whether the financial indicators suggest a going concern; and whether there are any mentions, annotations, or insolvency proceedings noted on the certificate.
If the review identifies any issues, you receive a brief written summary with a plain-English explanation of the risk and a recommendation on next steps — whether that is requesting a Full Company History Report, conducting deeper due diligence, or simply proceeding with awareness of the identified risk.
If the review finds no issues, you receive confirmation that the certificate is clean — which is itself valuable documentation for your own compliance and audit trail.
📋 Sample Company Health Check Report
This is what you receive alongside the official certificate — for free.
When You Need More Than a Certificate
A Certificat Constatator is a snapshot — it shows what is registered today. It does not show litigation, tax debts, liens on assets, or pending regulatory actions. If you are making a significant business decision involving a Romanian company, the certificate is the starting point, not the finish line.
For a deeper check, consider using our free Business Partner Screening Tool, which cross-references public databases for litigation history, insolvency filings, and fiscal risk indicators. For full legal and fiscal due diligence ahead of an acquisition or major contract, contact our corporate team.
Frequently Asked Questions
Can I spot these red flags myself without legal training? Some are straightforward — company status, CAEN codes, share capital amount. Others — such as mandate expiration dates, equity analysis, or CAEN Rev. 3 compliance — require knowledge of Romanian corporate law and the 2026 regulatory changes. The free Company Health Check exists precisely for this reason.
Is the Company Health Check really free? Yes. It is included with every Certificat Constatator ordered through Mihai Attorneys at €12. There is no upsell and no obligation to purchase additional services.
What if the Health Check reveals a serious problem? You receive a written summary of the issue with a recommendation. If you need legal assistance to address the problem — for example, to restructure a transaction or withdraw from a contract — we can provide a fixed-fee proposal for that specific matter. But the Health Check itself carries no commitment.
Can I order a Health Check on my own company? Absolutely. Many foreign-owned SRLs order a certificate for their own company as a governance check — to ensure that their local accountant or corporate secretary has been keeping the Trade Register records up to date. It is a useful annual hygiene exercise.
How quickly do I receive the results? Same business day. Orders placed before 14:00 EET are typically delivered within 2–4 hours, including the Health Check summary.
Next Step
Before you sign your next Romanian contract, verify the counterparty. It takes five minutes and costs €12.
7 red flags. 1 document. €12. Includes free attorney review.
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