Company resolutions, service contracts and payment demands in Romania
The resolutions here are taken by the members of a Romanian limited liability company (SRL), as the sole member's decision or a general meeting resolution. The registered office is written into the articles of association, so moving it amends them and is decided by the members, not the administrator: that is the resolution moving the registered office. A new administrator is covered by the appointment resolution and the declaration of acceptance that the appointee signs. The annual accounts resolution approves the financial statements, which are filed within 150 days of the year end. When the members agree on how to share the company's assets and ensure its debts are paid or settled with the creditors, it can be dissolved and wound up in one act, the simultaneous dissolution and liquidation resolution under art. 235 of Law no. 31/1990.
Work with clients and contractors rests on written agreements. The services agreement covers ordinary work between two businesses. When the provider is a registered sole trader (PFA), the PFA services agreement is written to keep the relationship independent: the Tax Code treats an activity as independent when it meets at least four of the seven criteria in art. 7(3), among them choosing the place, method and hours of work, having several clients and bearing the risks, and otherwise the income may be reclassified as salary. Rights in a logo, software or texts pass to a company under the copyright assignment agreement, and information shared before a deal is protected by the mutual non-disclosure agreement.
For an unpaid invoice, the payment summons between businesses is the step the Code of Civil Procedure requires before a payment order: it gives the debtor 15 days and goes by bailiff or by registered post with declared contents and acknowledgment of receipt. Between businesses, Law no. 72/2013 adds late-payment interest at the reference rate plus 8 percentage points and a fixed sum equal to 40 euros for recovery costs. Debts between private persons are on the money page. The documents are written in Romanian, and each document's page describes it in English; you fill them in online and download a finished PDF, or download them blank.
The documents
10 forms available to fill out or download.
Payment summons between businesses (Romania)
The summons in which one Romanian company demands overdue invoices from another, written as the step a payment order requires (art. 1015 of the Code of Civil Procedure): 15 days to pay, sent by bailiff or registered post with declared contents and acknowledgment of receipt. It claims the debt, late-payment interest at the central bank's reference rate plus 8 points, and the recovery-cost compensation of Law no. 72/2013.
Copyright assignment agreement (Romania)
The agreement by which an author in Romania — a designer, a programmer, a photographer, a writer — assigns a company the economic rights in a work, with everything Law no. 8/1996 requires on pain of annulment: the rights assigned and, for each, the uses, the term and the extent of the assignment — territory included — and the pay; it also says whether the assignment is exclusive. Moral rights stay with the author, because the law does not let them be assigned.
Resolution moving an SRL's registered office (Romania)
The resolution of the sole member or the general meeting by which a Romanian SRL moves its registered office. The office is written into the articles, so moving it amends them and is the members' decision, not the administrator's. The document approves the new address, states the right to use the premises, amends the articles and empowers someone for the trade register filing.
Services agreement with a sole trader (PFA) (Romania)
The agreement with a PFA or another independent professional in Romania, written so that the relationship stays a collaboration, not employment: the provider sets their own hours and place, works with their own means, may have other clients, bears the risks and pays their own tax and contributions. The Tax Code treats as wages the income from work that fails at least four of its seven tests of independence.
Services agreement (Romania)
The agreement by which a provider — a company or a registered sole trader — performs services for a client in Romania: what is and is not included, the term, the price and payment term, invoicing through RO e-Factura, acceptance and objections, the liability cap, force majeure and termination. Under the Romanian Civil Code a services contract is an antrepriză (art. 1851), and the agreement fills in what the law leaves to the parties.
Resolution dissolving and winding up an SRL at once (Romania)
The resolution of the sole member or the general meeting by which a dormant Romanian SRL is dissolved and wound up in one act, without a liquidator (art. 235 of Law no. 31/1990): the assets and debts, the statement that the debts are paid, how what is left is divided among the members, who keeps the records, and who handles the trade register.
Resolution approving an SRL's annual accounts (Romania)
The annual resolution of a Romanian SRL's sole member or general meeting: it approves the year's financial statements, with the balance-sheet total and the net result, decides how the profit is allocated — dividends included — or the loss covered, and discharges the administrator. The accounts are filed with ANAF within 150 days of the year end.
Resolution appointing an SRL's administrator (Romania)
The resolution of the sole member or the general meeting by which a Romanian SRL appoints its administrator: who, for how long, with what powers and pay, and, where there is one, whose mandate ends. It calls for the appointee's declaration of acceptance and eligibility, and empowers someone to file with the trade register, from which point the appointment binds third parties.
Administrator's declaration of acceptance and eligibility (Romania)
The declaration on their own responsibility by the person appointed administrator of a Romanian company: they accept the mandate, meet the legal conditions, have not been banned by a final court judgment from being a company founder — a ban that, under Law no. 31/1990, also bars them from being an administrator — and have no conflicting role. The trade register asks for it at every appointment, and a false declaration is a criminal offence (art. 326 of the Criminal Code).
Mutual non-disclosure agreement (Romania)
The agreement between two companies in Romania that share sensitive information before deciding whether to work together: what is confidential and what is not, the purpose it may be used for, who may see it, how long the duty lasts, return at the end, and a penalty for each breach, owed without proof of loss. It protects both sides equally.