Romanian SRL with a foreign administrator

What a foreign administrator of a Romanian SRL actually does

The administrator (in Romanian, administrator) is the person who legally manages and represents a Romanian SRL in day-to-day matters. A foreign administrator of a Romanian SRL holds exactly the same legal position as a Romanian one: they sign on behalf of the company, deal with banks and authorities, and carry personal responsibility for steering the business within the law. There is no nationality requirement for this role, which is why many foreign citizens choose to both hold shares and act as director when they set up their company.

It helps to keep two roles separate in your mind. A shareholder (or asociat) owns part of the company and shares in its profits, while the administrator runs it. The same person can be both, and frequently is in a single-member SRL, but the responsibilities attach to the administrator role specifically. If you are weighing how this fits your own situation, the dedicated foreign administrator scenario page walks through the most common setups for non-resident directors.

Responsibilities you take on as director

Acting as the director of a Romanian company is not a passive title. The administrator is expected to keep the company compliant, ensure accounting and tax filings are submitted on time, convene shareholder decisions where the law requires them, and act in the company's interest rather than their own. A foreign director of a Romanian company carries fiduciary and, in some situations, personal liability — for example, where obligations to the state budget are not met or where the company is mismanaged. These duties exist regardless of where the administrator lives.

In practice, the core obligations usually include:

• representing the SRL before banks, the tax authority (ANAF), and other institutions
• ensuring bookkeeping, VAT (where applicable), and annual financial statements are filed
• maintaining the company's official records and registered office correspondence
• calling and recording shareholder resolutions for major decisions
• keeping company data at the Trade Register accurate and up to date

Because liability is real, we generally recommend that a foreign administrator works with a Romanian accountant from the start and keeps personal and company finances strictly separate.

Declarations required for the Trade Register

This is the part that most often surprises first-time founders, so it deserves attention. To be appointed at the Oficiul Național al Registrului Comerțului (the National Trade Register Office), a foreign administrator of a Romanian SRL must provide specific declarations and identity documents. In many standard cases these include a declaration on own responsibility (declarație pe propria răspundere) stating that the person meets the legal conditions to act as administrator and is not barred from holding the role, together with a specimen signature and a clear copy of a valid passport or ID.

The exact list depends on your documents and circumstances. Depending on your nationality and where you sign, the declarations may need to be given before a notary, and foreign-language or foreign-issued documents may require certified translation and, where applicable, an apostille. Where a shareholder is a foreign legal entity rather than an individual, additional corporate documents and a separate set of declarations are typically needed. Names and addresses must match your identity documents exactly, because a mismatch is one of the most common reasons the Trade Register issues observations and delays a file.

We prepare these declarations for signature and tell you in advance how each one should be executed, so that remote signing is handled correctly the first time rather than corrected on a second pass.

Changing or replacing the administrator later

Director appointments are not permanent. A foreign administrator can resign, a new one can be added, or the existing one can be replaced as the business evolves — for instance, if you appoint a local manager or restructure ownership. Each of these is a formal amendment recorded at the Trade Register through a shareholder resolution and updated declarations, and it follows the same documentary logic as the original appointment.

If you anticipate this, our company changes service handles administrator changes, address updates, and activity (CAEN) changes from €200. As with all our work, the final quote depends on your citizenship, the documents involved, the number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity.

Costs and what to expect

For context, registering a Romanian SRL for foreign citizens starts from €300, a registered office is from €150/year, and our remote SRL plus registered office package is from €450. These are starting points only: the final figure depends on your citizenship, documents, number of shareholders, whether translations are required, and whether the shareholder is an individual or a foreign legal entity. We confirm the exact scope after reviewing your documents.

Check your case

If you intend to act as the foreign administrator of a Romanian SRL, the fastest way forward is a short document review. Send us your citizenship, your current country of residence, whether you need a registered office, and the business activity you plan to carry out, and we will tell you whether your case looks standard or whether extra declarations and translations are likely. Reach us via WhatsApp or the contact form, and we will outline the required Trade Register declarations and a clear next step for your situation.