Resolution moving an SRL's registered office (Romania)

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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.

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Common questions

Who decides to move a Romanian SRL's registered office?

The members — the general meeting or the sole member — not the administrator: the registered office is written into the articles, and changing it amends them. Since 26 November 2022, when Law no. 265/2022 repealed art. 192(2) of Law no. 31/1990, unanimity is no longer required: the resolution passes by an absolute majority of the members and of the shares (art. 192(1)), unless the articles provide otherwise. So they are worth reading before the meeting.

What does the trade register ask for when the office moves?

The members' resolution, the addendum to the articles or the updated articles, and the document proving the right to use the new premises — a title deed, a lease or a loan-for-use agreement, for example. The application is filed by the person the resolution empowers, online through the trade register's portal or at a trade register office.

Does the tax address change with the registered office?

As a rule, yes: a company's tax address is its registered office. The trade register entry reaches the tax administration, and if the office moves to another county the competent tax office changes too, so the tax file is worth following after the move.