Commercial lawyer in Romania: companies, shareholders and contracts
We assist you from setting up your company through to disputes between shareholders, with clear documents and informed decisions.
A company runs well when the rules between its shareholders are clear from the start. Many disputes stem from articles of association copied from templates, share transfers made in a hurry or shareholder resolutions adopted without a proper notice of meeting. We help you build and adjust the legal framework of your company so that it reflects what the shareholders actually agreed.
For businesses already trading, we draft and negotiate commercial contracts with terms tailored to real risks: payment terms, penalties, security, limitation of liability, termination and governing law. A well-drafted contract does not remove every dispute, but it narrows the room for interpretation and makes it easier to enforce your rights in court.
When the relationship between shareholders breaks down, or a director is accused of harming the company, we review the documents, the financial position and the realistic options: negotiation, withdrawal, exclusion, challenging resolutions or a liability claim. We represent clients before courts across Romania and in Trade Registry procedures. The aim is a solution that protects both your interests and the continuity of the business.
What we cover in company and business law
- Setting up limited liability and joint-stock companies, with articles tailored to the shareholders
- Trade Registry filings: registered office, business activities, directors, shareholders
- Transfers of shares, with prior checks on the target company
- Share capital increases and reductions, in cash or in kind
- Calling and running shareholder meetings, drafting resolutions and minutes
- Actions to annul shareholder resolutions or have them declared void
- Shareholder disputes: exclusion, withdrawal, deadlock, dissolution
- Liability claims against directors for losses caused to the company
- Commercial contracts: supply, distribution, agency, franchise, services, works
- Shareholder agreements, pre-emption, exit and non-compete clauses
- Mergers, demergers, conversions and voluntary liquidations
- Business-to-business disputes, including with foreign partners
When it makes sense to speak to a lawyer
- You want to buy shares in a company and do not know what debts or disputes it has
- A shareholder blocks decisions or refuses to attend the general meeting
- You have found out about a resolution adopted without proper notice to you
- The director has made payments or signed contracts that seem to harm the company
- A business partner is not performing the contract and relies on an ambiguous clause
- You want to leave a company and recover the value of your shares
How we work
Document review
We read the articles, resolutions, contracts and Trade Registry extract to understand the company's exact legal position.
Options explained
We set out the possible routes, with risks, estimated costs and likely timeframes, before any decision is taken.
Drafting and negotiation
We prepare the necessary documents and, where useful, negotiate with the other shareholders or the business partner.
Representation if needed
If no amicable solution is possible, we represent you in court and follow up on the implementation of the judgment.
Frequently asked questions
Can I challenge a shareholder resolution I disagree with?
Yes. Romanian company law allows resolutions adopted in breach of the law or the articles of association to be challenged. The time limits are short and depend on the ground relied on, and your right to challenge may also depend on how you voted or whether you attended. That is why the resolution should be reviewed as soon as you receive it or it is published.
What checks should be made before buying shares?
We recommend checking the Trade Registry history, tax and supplier debts, pending litigation and enforcement, key contracts and employees. These findings are the basis for negotiating the price, the seller's warranties and indemnity clauses. A share transfer made without such checks can lead to expensive surprises later.
When is a director personally liable for the company's losses?
A director can be held liable towards the company when they breach their duties of prudence, diligence and loyalty and cause loss as a result. The claim is usually decided by the general meeting, and in certain conditions minority shareholders can also bring it. The analysis starts from the documents, the accounts and the director's specific decisions.
Can a shareholder be excluded from the company?
Yes. The law provides for cases in which a shareholder can be excluded by court decision, for example for failing to pay in their contribution or, as a director, for serious acts against the company. Exclusion is an exceptional measure and the court examines the grounds closely. A negotiated withdrawal or share transfer is sometimes a quicker solution.
Other practice areas
Do you need a lawyer?
Tell us briefly about your situation. We will tell you honestly what can be done and what the next steps are, anywhere in Romania.
