How to Change the Name of a Romanian SRL in 2026 — Complete Guide for Foreign Founders
Your Romanian SRL's name no longer reflects what the business does, the brand has outgrown its original identity, or a post-acquisition integration requires the target company to operate under the buyer's name — and you are abroad, unsure what documents to prepare, whether a notary is involved, and how long the whole process takes. If that sounds familiar, you are in the right place. Changing the name of a Romanian limited liability company (societate cu răspundere limitată — SRL) is one of the more straightforward Trade Register amendments, but it has procedural steps that trip up foreign founders when attempted without guidance. This guide walks you through the entire process as it applies in 2026.
Why Companies Change Their Name
The most common triggers are commercial rather than legal. A founder incorporates the SRL under a provisional or descriptive name — often because the preferred name was unavailable at the time of incorporation — and later wants to align the legal entity's name with the brand that has gained traction in the market. Other scenarios include a full rebranding following a pivot in business strategy, the entry of a new majority shareholder who wants the company name to reflect the group's identity, a merger or acquisition where the surviving entity adopts the acquirer's name, or the resolution of a trademark dispute that requires the company to stop using a name that conflicts with a prior registered mark.
Less common but equally valid reasons include expanding to international markets where the current name has negative connotations or is unpronounceable, or removing a former associate's personal name from the company name after their departure — a situation that arises with some regularity in SRLs where the original name included a founder's surname.
Regardless of the reason, one fundamental principle applies: changing the name does not create a new legal entity. The SRL retains its unique identification code (Cod Unic de Înregistrare — CUI), its Trade Register number (număr de ordine în registrul comerțului — J-number), its tax history, its contracts, its liabilities, and its entire legal personality. The name change is a modification of the Articles of Association, not a dissolution and re-incorporation.
| Factor | Name Change | Close & Re-Incorporate |
|---|---|---|
| CUI & J-number | Unchanged | New CUI, new J-number |
| Tax history | Fully preserved | Lost — starts from zero |
| Existing contracts | Remain valid | Must be re-signed or assigned |
| Licences & permits | Stay active — update name only | Must re-apply from scratch |
| Bank account | Updated in place | New account required |
| Credit history | Intact | Resets to zero |
| Timeline | 5–10 business days | 3–6 months (close + open) |
| Estimated cost | €300 – €500 | €2,000 – €5,000+ |
Legal Framework
The name of a Romanian SRL is governed by three overlapping pieces of legislation.
Law 31/1990 (the Companies Law) establishes that the name (firma) is a mandatory element of the Articles of Association and that any amendment to the Articles of Association — including a name change — requires a shareholders' decision adopted with the majority specified in the Articles of Association or, absent a specific provision, with the votes of shareholders representing the majority of the share capital. For a single-member SRL, the sole shareholder simply issues a written decision.
Law 265/2022 (the Trade Register Law) regulates the procedural side: the name reservation system, the distinctiveness requirements, the filing procedure, and the deadlines. Under Article 57 of this law, the proof of name availability and reservation is valid for one month from the date of issuance — a reduction from the previous three-month validity under the old Trade Register Law 26/1990. This means the entire process, from reserving the name to filing the complete amendment package, must be completed within 30 days.
Law 84/1998 (the Trademarks Law) creates a parallel layer of risk. The Trade Register checks only whether the proposed name is identical or confusingly similar to names already registered at the Trade Register. It does not check against trademarks registered at OSIM (the Romanian State Office for Inventions and Trademarks) or at EUIPO (the European Union Intellectual Property Office). A name that clears the Trade Register availability check may still infringe a registered trademark, exposing the company to opposition proceedings, injunctions, and damages. This is a risk that foreign founders, particularly those familiar with jurisdictions where the company registry and the trademark registry are coordinated, frequently underestimate.
Step 1 — Choose and Clear the New Name
Before anything is filed, the new name must satisfy both Trade Register availability rules and commercial prudence.
Trade Register rules. Under Law 265/2022, a company name (firma) for an SRL consists of a distinctive denomination followed by the mandatory designation "societate cu răspundere limitată" or "S.R.L." The distinctive denomination must be written in Latin characters and must not be misleading as to the nature or scope of the company's activity.
The law also sets out a detailed list of what does not count as a sufficient distinguishing element. Merely rearranging the words of an existing name, doubling letters, adding or removing prepositions and conjunctions, using phonetically identical but semantically different words, abbreviating words, substituting symbols for letters (such as @ for "a"), adding or removing diacritics, or appending the word "România" will not make a name sufficiently distinctive from an existing registered name. The registrar applies these rules at the point of filing, not at the point of reservation — so a name that passes the automated reservation check can still be rejected when the registrar reviews the full application.
Certain terms are prohibited outright: "academic", "university", "school", "notary", "executor", "lawyer", "legal counsel", and derivatives thereof. Terms such as "national", "Romanian", "institute", or designations characteristic of public authorities cannot be used if the result would create confusion with a public institution.
Trademark clearance. We strongly recommend that foreign founders conduct a trademark search before committing to a name. A search at OSIM (covering Romanian national marks) and at EUIPO (covering EU-wide marks valid in Romania) takes minutes and can prevent a costly dispute. If the proposed name is identical or similar to a registered trademark in a related class of goods or services, the trademark holder can demand that the company cease using the name, seek an injunction, and claim damages — even if the name was validly registered at the Trade Register. The Trade Register registration does not confer trademark protection and does not override a prior trademark right.
Domain and digital presence. While not a legal requirement, checking the availability of the corresponding .ro and .com domain names before finalising the new name is commercially sensible. A name change that leaves the company unable to secure a matching web domain creates branding friction.
Step 2 — Reserve the Name at the Trade Register (ONRC)
The reservation is a mandatory preliminary step. It is done by filing the standard form (Cerere de verificare disponibilitate și rezervare denumire firmă) with the Trade Register, listing up to three name choices in order of preference. If the first choice is unavailable, the Trade Register checks the second, then the third.
The reservation can be submitted through four channels: online through the ONRC portal at myportal.onrc.ro (no qualified electronic signature required for the reservation itself); by email, fax, or post to the local Trade Register office (an additional fee of RON 7.68 applies); or in person at the Trade Register counter.
The online route is fastest and is the one we use for all client matters. The system returns the result almost instantly.
The proof of reservation (dovada verificării disponibilității și a rezervării denumirii firmei) is valid for one month from the date of issuance. If the filing is not completed within this window, the reservation lapses and must be repeated. There is no fee for the reservation itself — the cost is included in the general Trade Register tariff structure.
If the applicant is not the company's administrator or shareholder, a power of attorney is required.
Step 3 — Adopt the Shareholders' Resolution
With the name reserved, the shareholders must formally approve the change. The resolution must cover two elements: the approval of the new name, and the approval of the corresponding amendment to the Articles of Association.
For a multi-member SRL, the resolution is adopted by the General Assembly of Shareholders (Adunarea Generală a Asociaților — AGA). A name change is an amendment to the Articles of Association, which under Article 192 of Law 31/1990 (as amended) requires the votes of shareholders representing the majority of the share capital, unless the Articles of Association specify a higher threshold. All shareholders must be properly convened (or must waive the convocation requirement in writing). In practice, for small SRLs with cooperating shareholders, the resolution is adopted by written consent without a formal meeting — this is permitted unless the Articles of Association explicitly prohibit it.
For a single-member SRL, the sole shareholder issues a written decision (Decizia Asociatului Unic). No meeting is required.
The resolution should specify the current name, the new name exactly as reserved (including the "S.R.L." designation), the ONRC reservation reference number and date, the article of the Articles of Association being amended (typically Article 1), and should authorise a person (usually a lawyer) to file the amendment with the Trade Register.
The resolution does not need to be notarised. For an SRL, the shareholders' resolution and the updated Articles of Association are drafted as private documents (sub semnătură privată) — no notary public or authentic form is required.
Foreign shareholders can sign the resolution abroad. If the shareholder is a natural person, a simple wet-ink signature on the resolution is sufficient — no apostille, no consular legalisation, no notarisation. If the shareholder is a foreign legal entity, the person signing on behalf of that entity must have authority to do so (evidenced by a board resolution, power of attorney, or equivalent document from the home jurisdiction), and this authority may need to be documented for the Trade Register if the registrar requests it.
Step 4 — Prepare the Updated Articles of Association
The Articles of Association must be updated to reflect the new name. This is not a standalone addendum — the Trade Register requires a complete, consolidated version of the Articles of Association incorporating the name change. All provisions remain identical except the article containing the company name.
The updated Articles of Association must be type-set (not handwritten), in Romanian, legible, without erasures or undated additions. They must be signed by all shareholders (or by the sole shareholder). For online filing, the document must be in PDF format and signed with a qualified electronic signature.
Step 5 — File with the Trade Register
The complete filing package consists of the registration form (Cerere de înregistrare mențiuni — standard ONRC form), the proof of name reservation, the shareholders' resolution or sole shareholder's decision, the updated Articles of Association, and, where applicable, a power of attorney authorising the person filing the application and any sector-specific authorisations if the company operates in a regulated field.
The filing must be submitted within 15 days of the date of the shareholders' resolution. Under Law 265/2022, the registrar processes the application within one business day of receipt. In practice, for straightforward name changes without complications, the resolution is issued within 1–3 business days.
The filing can be submitted at any Trade Register office in Romania, regardless of where the company's registered office is located — a useful provision introduced by Law 265/2022 that eliminates the need to file at the specific office where the company is registered.
For electronic filing through the ONRC portal, all documents must be signed with a qualified electronic signature. For foreign founders who do not hold a Romanian digital certificate, filing through a lawyer with power of attorney is the standard approach.
Publication in the Official Gazette. The registrar's resolution approving the name change is published in Part IV of the Official Gazette of Romania (Monitorul Oficial al României, Partea a IV-a). The publication fee is RON 152 per manuscript page (VAT included), as set by the Decision of the Permanent Bureau of the Chamber of Deputies no. 1/2026, in force since 4 February 2026. A typical name-change resolution occupies one manuscript page.
Step 6 — Downstream Updates
Registering the new name at the Trade Register is necessary but not sufficient. Several institutional and commercial updates must follow.
ANAF (the tax authority). The Trade Register communicates the name change to ANAF automatically. In most cases, the update propagates within 2–5 business days and is visible in the ANAF public database and in the Spațiul Privat Virtual (SPV). No separate tax form is required. However, if the company is VAT-registered, verify that the updated name appears correctly on the VAT certificate — if it does not, a correction request to the local ANAF office may be needed.
Banks. The company's bank must be notified and the account records updated. Most Romanian banks (Banca Transilvania, ING, Raiffeisen, BRD) require the administrator to present the updated Certificat Constatator showing the new name, the Trade Register resolution, and the updated Articles of Association. New bank cards and cheque books (if any) will be issued under the new name. Allow 5–10 business days for processing. For guidance on bank requirements, see our guide on opening a bank account for a Romanian SRL.
Invoicing and accounting software. The company's accountant must update the invoicing software to reflect the new name from the date the Trade Register resolution is issued. Invoices issued after that date must bear the new name. Invoices issued before that date under the old name remain valid.
Contracts with third parties. Existing contracts do not need to be re-executed. The company remains the same legal entity; only the name has changed. However, it is good practice to notify key counterparties (landlords, major clients, suppliers, lenders) by letter or email, attaching the updated Certificat Constatator as evidence of the change. Some contracts contain "change of name" notification clauses that require formal notice within a specified period — review your material contracts before assuming no action is needed.
Licences, permits, and sector-specific registrations. If the company holds licences or permits that reference the company name (construction permits, environmental authorisations, food safety registrations, financial services licences), these must be updated with the issuing authority. The name change does not invalidate the licence, but operating under a name different from the one on the licence may create enforcement difficulties.
Website, signage, and marketing materials. The legal obligation is to ensure that the company name on all official communications matches the registered name. Practically, this means updating the website footer and legal notices, letterhead, email signatures, stamps (if still in use), and any physical signage at the registered office or points of work.
OSIM and EUIPO. If the old company name was also registered as a trademark, consider whether to maintain it (the trademark registration is independent of the company name) or to file a new trademark application for the new name. Updating the trademark register records to show the new company name as the trademark owner (if relevant) requires a separate application to OSIM or EUIPO, with associated fees.
Timeline
The entire process — from name reservation to updated Trade Register entry — typically takes 5–10 business days for a straightforward case where all shareholders cooperate and the documents are correctly prepared.
The critical path is the 30-day reservation window: once the name is reserved, the shareholders' resolution, updated Articles of Association, and Trade Register filing must all be completed within one month. For foreign founders who need to coordinate signatures across multiple jurisdictions, this timeline requires careful planning.
Costs
| Cost Item | DIY (Gov. Fees Only) | Name Change — Lawyer-Assisted Recommended | Bundled (Name + Other Amendments) |
|---|---|---|---|
| ONRC name reservation | Free | Included | Included |
| Official Gazette publication | ~RON 152 | Included | Included |
| Trademark search (OSIM + EUIPO) | You search | Included | Included |
| Shareholders' resolution drafting | You draft | Included | Included |
| Updated Articles of Association | You draft | Included | Included |
| Trade Register filing & follow-up | You file | Included | Included |
| Bank & ANAF coordination guidance | — | Included | Included |
| Notarisation / Apostille | Not required | Not required | Not required |
| Total (estimated) | ~RON 152 (~€30) | €300 – €500 (all-in) | €400 – €700 (all-in) |
Common Mistakes
Filing after the reservation expires. The one-month validity is strict. If the shareholders' resolution takes longer to organise (common when shareholders are in different time zones), the reservation lapses and the name may be taken by someone else. Solution: do not reserve the name until the shareholders have already agreed in principle on the change and the documents are substantially ready.
Submitting an addendum instead of a consolidated Articles of Association. The Trade Register requires the full, updated Articles of Association — not a standalone amendment document. Submitting only the amendment text results in rejection.
Ignoring trademark conflicts. A name that passes the ONRC availability check may still infringe a registered trademark. A company forced to change its name a second time due to a trademark opposition wastes time, money, and market goodwill.
Forgetting downstream updates. The Trade Register filing is the legal milestone, but if the bank records, invoicing system, and SPV access are not updated promptly, operational disruptions follow. Build a checklist and assign responsibilities before filing.
Missing the 15-day filing deadline. The law requires the amendment filing within 15 days of the shareholders' resolution. While there is no specific fine for late filing, delays create a gap during which the company's official name at the Trade Register does not match the shareholders' intent — a gap that can cause confusion in dealings with banks, counterparties, and public authorities.
Frequently Asked Questions
Does the CUI (tax identification number) change when the company name changes?
Does the company need a new Registration Certificate?
Can a foreign founder complete the entire process remotely?
Can the name change be combined with other amendments?
What happens if the reserved name is rejected by the registrar?
Is the name change published anywhere?
How We Help
We handle company name changes for foreign-owned SRLs as a standard part of our corporate secretarial services. We conduct the name availability and trademark conflict analysis, draft the shareholders' resolution and updated Articles of Association, file the complete package with the Trade Register, and coordinate the downstream updates with the bank and ANAF. The entire process is managed remotely — the foreign founder does not need to travel to Romania.
