How to Change the Administrator (Director) of a Romanian SRL in 2026
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Your Romanian SRL's administrator just resigned, stopped responding, or needs to be replaced — and you are 2,000 kilometres away with no idea what to file, where to notarise, or how to keep the company legally operational while the seat is empty. If that sounds familiar, you are not alone: administrator changes are the single most common corporate amendment we handle for foreign-owned SRLs, and the one that goes wrong most often when attempted without legal guidance. This guide walks you through the entire process, step by step, as it applies in 2026.
Understanding the Role: Administrator vs. Director
The administrator of a Romanian SRL is not the same as a "director" in the Anglo-Saxon sense. In Romanian corporate law, the administrator (administrator in Romanian) is the person — individual or legal entity — who manages the company, represents it in dealings with third parties, and bears personal liability for its obligations under certain circumstances. Changing this person involves a shareholders' decision, a Trade Register (ONRC) filing and a series of downstream updates that most foreign owners underestimate.
This guide covers every step of the process as it applies in 2026, including the new compliance triggers introduced by Law 239/2025 and the practical challenges that arise when the incoming or outgoing administrator is a non-resident.
When and Why Companies Change Their Administrator
The most common triggers are straightforward: the founder initially appoints themselves as administrator when incorporating the SRL, then later wants to delegate management to a local hire or a professional manager. Other scenarios include the departure of a co-founder, a dispute between shareholders, a restructuring ahead of an investment round, or simply the replacement of an administrator who has become unresponsive — a frequent problem with single-member SRLs owned by foreign founders who lose interest in their Romanian entity.
Romanian law (Law 31/1990, the Companies Law) gives the shareholders virtually unrestricted power to revoke the administrator at any time, with or without cause, through a simple majority decision. This is a fundamental principle: the administrator serves at the pleasure of the shareholders. The administrator cannot contractually limit the shareholders' right to revoke the mandate, and cannot challenge the revocation in court — although they may claim compensation if the revocation was made without just cause before the mandate expired.
Conversely, the administrator may resign at any time by notifying the company. There is no statutory notice period for the administrator's resignation, although the Articles of Association may stipulate one (typically 30–90 days). If the resignation leaves the SRL without any administrator, the shareholders must convene and appoint a replacement promptly — an SRL cannot legally operate without at least one administrator registered at the Trade Register.
Who Can Be an Administrator
Romanian law imposes few restrictions on who can serve as administrator of an SRL. The person can be a shareholder or a non-shareholder, a Romanian citizen or a foreign national, a resident or a non-resident. There is no requirement for the administrator to live in Romania, to speak Romanian, or to hold a work permit (the administrator mandate is a civil law relationship, not an employment relationship, unless a separate employment contract is also in place).
The legal requirements are that the person must have full legal capacity (i.e., be at least 18 years old and not under judicial interdiction), must not have been convicted of certain offences (fraud, bribery, forgery, money laundering, tax evasion, or any offence that by its nature makes the person unfit for a management role under Article 6 of Law 31/1990), and must declare that they meet these conditions through a sworn statement.
A legal entity can also serve as administrator of an SRL, but this is rare in practice for micro-enterprises. When a legal entity is appointed, it must designate a permanent natural-person representative who will actually carry out the duties.
For foreign nationals, the practical considerations matter more than the legal ones. Banks in Romania often require the administrator to appear in person to update the banking mandate and signatory rights — a process that can be difficult to coordinate if the new administrator lives in another country. Additionally, if the new administrator does not speak Romanian, all documents submitted to the Trade Registermust be accompanied by translations, which adds cost and time.
Step 1 — The Shareholders' Decision
The process begins with a formal decision of the shareholders (or, in a single-member SRL, a decision of the sole shareholder). This decision must cover three elements: the revocation of the outgoing administrator's mandate (if applicable), the appointment of the new administrator, and the approval of the updated Articles of Association reflecting the change.
For a multi-member SRL, the decision requires a simple majority of the share capital, unless the Articles of Association specify a higher threshold. The decision must be adopted in a General Assembly of Shareholders (Adunarea Generală a Asociaților), convened with proper notice (unless all shareholders waive the notice requirement in writing). In practice, for SRLs with two or three shareholders who cooperate, the decision is often adopted by written consent without a formal meeting — Romanian law permits this if the Articles of Association do not prohibit it.
For a single-member SRL, the sole shareholder simply issues a written decision (Decizia Asociatului Unic). No meeting is required.
The decision should specify the new administrator's full name, identification data (passport number, personal identification number if Romanian, date of birth, citizenship, domicile), the scope of their mandate (limited or unlimited powers of representation), and the duration of the mandate (fixed term or indefinite). If the SRL has multiple administrators, the decision must also specify whether they act jointly or independently.
The shareholders' decision does not need to be notarised. It is drafted as a private document (sub semnătură privată) and signed by the shareholders. However, the updated Articles of Association (Actul Constitutiv Actualizat) must reflect the change and will be submitted alongside the decision.
Step 2 — Documents Required from the New Administrator
The incoming administrator must provide several documents before the ONRC filing can proceed.
The sworn statement of acceptance and compliance (Declarație pe propria răspundere) is the most important. In this statement, the new administrator declares that they accept the mandate and that they meet all legal conditions for holding the position (no criminal convictions, full legal capacity).
The specimen signature (Specimenul de semnătură) is the administrator's official signature, which must be given in the sworn statement. This signature will be used by the Trade Register and by banks to verify the administrator's identity on future filings.
A copy of the administrator's identity document (Romanian ID card, EU ID card, or passport for non-EU nationals) must also be provided.
If the administrator is a foreign national who does not hold a Romanian personal identification number (CNP), the Trade Register will accept the passport and date of birth as identification. However, obtaining a Romanian CNP (which can be done through the General Inspectorate for Immigration or a local Evidența Populației office) is recommended if the person will be actively managing the company, as it simplifies future interactions with ANAF, banks, and the Trade Register.
If the administrator is a non-resident for tax purposes, they should also prepare a declaration regarding their tax residency status. While not strictly required by the Trade Register, this becomes important when the accountant configures the payroll declarations — if the administrator also has an employment or management contract, the tax treatment differs depending on residency status.
Administrator Change — Document Checklist
Track your progress. Check each item as you prepare it.
Step 3 — Filing with the Trade Register (ONRC)
The complete file must be submitted to the Trade Register office where the company is registered (for Bucharest-based SRLs, this is the Trade Register office attached to the Bucharest Tribunal). The filing should be made within 15 days of the shareholders' decision. While the law does not impose a specific fine for late filing, delays create complications: the outgoing administrator remains registered as the legal representative until the change is published, and any acts performed by the outgoing administrator during this gap remain binding on the company.
The filing package includes the registration form (Cerere de înregistrare mențiuni — the standard ONRC form for amendments), the shareholders' decision or sole shareholder's decision, the updated Articles of Association, the new administrator's sworn statement, the new administrator's specimen signature, a copy of the new administrator's identity document, a power of attorney if the filing is submitted by a lawyer or other representative, and proof of payment of the Trade Register fee.
The Trade Register processes the filing within 3–5 business days in most cases. Upon approval, the amendment is published in Part IV of the Official Gazette, and the company's entry in the Trade Register is updated to reflect the new administrator. The Trade Register issues a Resolution (Rezoluție) confirming the registration, plus an updated Certificat Constatator (certificate of good standing) which shows the new administrator's details.
The entire ONRC filing can be done online through the ONRC portal (portal.onrc.ro) if the applicant holds a qualified electronic signature. For foreign founders without a Romanian digital signature, filing through a lawyer with power of attorney is the practical route.
You can verify the updated administrator details using our free ANAF CUI Lookup Tool once the Trade Register publishes the amendment.
Step 4 — Downstream Updates You Cannot Skip
Registering the change at the Trade Register is necessary but not sufficient. Several other updates must follow, and missing any of them creates operational problems.
The bank mandate must be updated. The outgoing administrator's signatory rights must be revoked and the new administrator must be added as an authorised signatory. Most Romanian banks (Banca Transilvania, ING, Raiffeisen, BRD) require the new administrator to appear in person at the branch with the updated Certificat Constatator, their passport or ID, and the Trade Register Resolution. Some banks also require a new KYC questionnaire for the new administrator. This process typically takes 5–10 business days and can be the single biggest bottleneck if the new administrator is located abroad. For a detailed walkthrough of bank requirements, see our guide on how to open a bank account for a Romanian SRL— the KYC and documentation requirements for mandate updates are substantially similar.
If the change of administrator affects the Ultimate Beneficial Owner (UBO) structure the declaration at the Trade Register must be updated within 15 days.
ANAF does not require a separate notification of the administrator change — the Trade Register communicates the update automatically. However, if the company uses the SPV (Spațiul Privat Virtual) electronic portal for filing tax returns, the access credentials may be tied to the outgoing administrator's CNP or digital signature. The new administrator must register their own SPV access to ensure continuity of tax filings. Failing to maintain SPV access is one of the triggers for fiscal inactivity — a status that blocks VAT, invoicing, and can lead to dissolution.
Any licences, permits, or sector-specific registrations held by the company (construction licences, environmental permits, food safety registrations, etc.) may reference the administrator by name and may need to be updated with the relevant authority.
REVISAL (the electronic employee register) must be updated if the administrator also held an employment contract — the termination of the employment relationship must be recorded.
Contracts with third parties (lease agreements, service contracts, supplier agreements) generally do not need to be amended, as they are concluded with the company as a legal entity, not with the administrator personally. However, personal guarantees given by the outgoing administrator do not automatically transfer to the new administrator — these remain the personal obligation of the former administrator.
Step 5 — Handling the Outgoing Administrator
The outgoing administrator has a duty to hand over all company documents, financial records, bank tokens, digital signatures, passwords, company seals, and any other property belonging to the SRL. In practice, this handover is the stage where problems arise most frequently — particularly when the outgoing administrator is uncooperative or has been revoked against their will.
Romanian law does not prescribe a specific handover protocol. Best practice is to prepare a formal handover protocol (Proces-verbal de predare-primire) listing every item transferred, signed by both the outgoing and incoming administrator. If the outgoing administrator refuses to cooperate, the company (through its shareholders) may need to pursue legal action to recover company property — a process that can be slow and costly.
If the outgoing administrator is also a shareholder who is being removed against their will, the situation becomes more complex. The shareholders can revoke the mandate without cause, but the outgoing administrator-shareholder retains their share ownership and all associated rights (dividends, voting, information). Separating the management function from ownership is legally straightforward but practically delicate — particularly in two-member SRLs where both shareholders were also administrators.
The revoked administrator may claim compensation for unjustified early termination. Under Romanian civil law (the mandate rules in the Civil Code), the principal (the SRL, acting through its shareholders) may revoke the mandate at any time, but if the revocation occurs before the expiry of a fixed-term mandate and without just cause, the administrator is entitled to compensation for the damages suffered. The amount of compensation is typically determined by negotiation or, failing that, by the courts.
If the dispute escalates to the point where the outgoing administrator-shareholder needs to exit the company entirely, see our guide on transferring shares in a Romanian SRL.
The Special Case: Administrator Resignation When There Is No Replacement
A recurring problem for foreign-owned SRLs is the scenario where the sole administrator resigns (or becomes incapacitated or unreachable) and the foreign shareholder cannot immediately appoint a replacement. The SRL cannot legally function without a registered administrator — it cannot file tax returns, issue invoices, or interact with authorities.
In this situation, the resigning administrator's resignation takes effect upon notification to the company, but the resignation should also be registered at the Trade Register. If the shareholders fail to appoint a replacement within a reasonable time, the Trade Register or any interested party may petition the court to appoint a temporary administrator, or — in extreme cases — to initiate dissolution proceedings.
The practical solution is to ensure your SRL's Articles of Association include a provision requiring the resigning administrator to give at least 30 days' notice and to continue serving until a replacement is registered. This does not prevent resignation (the administrator's right to resign is unconditional), but it creates a contractual obligation to cooperate during the transition period, breach of which can give rise to a damages claim.
Foreign owners should also consider appointing a backup administrator from the outset — the SRL can have multiple administrators, and having a second administrator already registered means the company can continue operating even if one resigns.
Timeline and Costs
The entire process — from shareholders' decision to updated Trade Register entry — typically takes 7–15 business days.
Government fees are modest: the Official Gazette publication fee is approximately RON 150–200.
Professional fees for a lawyer handling the entire process (drafting all documents, filing with ONRC, and following up on the bank mandate update) typically range from €300–700, depending on complexity. If the outgoing administrator is uncooperative and legal action is required to recover company property, costs increase significantly.
Estimate Your Administrator Change Costs
Answer a few questions to get an indicative cost range.
1. Is the new administrator currently in Romania?
2. Is the outgoing administrator cooperative?
3. Do you need bank mandate update assistance?
4. SRL type?
How We Help
We handle administrator changes for foreign-owned SRLs as a standard part of our corporate secretarial services. We draft the shareholders' decision, prepare the updated Articles of Association, file the complete package with the Trade Register, and follow up on the bank mandate update. If the outgoing administrator is uncooperative, we advise on legal remedies and represent the company in recovery proceedings.
Need to change your SRL's administrator? Contact us with the current company details and the new administrator's identity, and we will provide a fixed-fee quote within 12 hours.
