Add a shareholder to a Romanian SRL

Bringing a new shareholder into a Romanian SRL

There are two principal ways to add a shareholder to a Romanian SRL, and the right one depends on what you are trying to achieve. The first is a share transfer, where an existing shareholder sells or assigns part of their shares to the newcomer; the ownership changes hands but the total capital stays the same. The second is a capital increase, where the company issues new shares that the incoming shareholder subscribes to, raising the total share capital. Both routes are formal amendments recorded against the company at the Trade Register, and both have to be documented so the registry sees one consistent ownership picture.

Choosing between them is a planning question worth settling early. A share transfer simply redistributes existing ownership and is common when a founder wants to bring in a partner without putting fresh money into the capital. A capital increase suits situations where the new shareholder is contributing additional funds that should be reflected in the company's capital. We are happy to talk through which fits your goal, and the decision feeds directly into how the company changes file is prepared.

How a share transfer works

A share transfer in Romania, known as a cesiune, is carried out through a transfer agreement together with an updated set of articles of association reflecting the new ownership split. The existing shareholders take a formal decision approving the change, the shares move from the seller to the buyer, and the revised structure is filed with the Trade Register so the public record matches the agreement. The percentages must be expressed cleanly in whole shares so the arithmetic in the articles is internally consistent.

Where the incoming shareholder is a foreign citizen, the registry will expect identity documents and, depending on the country, certified translations and possibly an apostille. Where the new partner is a foreign legal entity rather than an individual, the file grows considerably: current proof of that entity's existence, its good standing, and evidence of who is authorised to sign on its behalf are all needed, usually translated and legalised. We confirm the exact list after reviewing who is joining and from where.

Adding a new partner through a capital increase

If the aim is to bring in a new partner who is also injecting funds, a capital increase is often the cleaner route. The company resolves to raise its share capital, the new shareholder subscribes to the newly issued shares, and the articles are updated to show both the higher capital and the revised ownership split. As with a transfer, the decision, the amended articles, and the supporting identity or corporate documents are prepared together so the filing is coherent.

Because a capital increase changes the company's headline capital figure, it can also affect how the company presents to banks and counterparties, which some founders see as a useful side benefit. The procedural requirements for a foreign new partner in a Romanian company are otherwise similar to a transfer, and we map them to your specific situation before drafting anything.

What to send first

To scope the change accurately, the most useful starting point is a short summary of your company and who is joining. Helpful details include your company identification, your current shareholder structure, whether the newcomer is an individual or a company, and which country they are in. From there we tell you whether a share transfer or a capital increase fits best, and exactly which documents require translation or an apostille.

Pricing

Company changes for foreign-owned Romanian SRLs, including adding a shareholder, start from €200. The final figure depends on your citizenship, the documents you can provide, the number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity, so a straightforward transfer between individuals sits at the simpler end while a capital increase involving a foreign legal entity is quoted accordingly. You can review our wider prices before asking us to confirm a figure for your case.

Send your company change

To add a shareholder to your Romanian SRL, send us your company details and a short description of who is joining and how. Tell us your citizenship, your current country of residence, and whether the incoming partner is an individual or a company, by WhatsApp or through the contact form. We will confirm whether a share transfer or a capital increase suits your goal, list the documents needed, and reply with a clear quote for the filing.