Power of attorney in Romania for company formation and changes

Power of attorney in Romania: the short answer

A power of attorney (in Romanian, procură) allows another person to sign documents or act before an authority in your name. For company matters in Romania, you need one in two situations: when someone else must sign a company document for you, and when someone who is not a lawyer files or collects documents at the Trade Register on your behalf.

You usually do not need one when you sign your own company documents and a Romanian lawyer handles the filing. A lawyer represents clients under a lawyer's mandate (împuternicire avocațială), which Romanian law accepts for Trade Register filings without a notarised power of attorney.

The rest of this guide covers the situations where a power of attorney is needed, the form it must take, how to make one signed abroad valid in Romania, and the mistakes that most often get it refused.

When a company matter needs a power of attorney

The typical cases for a foreign founder or shareholder are:

• Signing the articles of association for you. If a representative signs the act constitutiv of a new SRL in your name, they need a special power of attorney that names that act.
• Filing at the Trade Register through a non-lawyer. Law 265/2022 limits who may sign and file registration requests: the company's legal representative, its shareholders, a lawyer under a lawyer's mandate, or a representative holding an authentic (notarised) special or general power of attorney. A private letter of authorisation is not enough.
• Voting at a general meeting. A shareholder who cannot take part in a decision of the SRL, for example on a new administrator or a share transfer, can usually be represented by someone holding a special power of attorney for that meeting and those items.
• Transferring shares. Selling or buying shares in an SRL through a representative requires a power of attorney that names the transfer, the shares and, ideally, the price and the other party.
• Acting for a foreign company shareholder. When the shareholder is a company, the person who signs for it must show authority under that company's own documents, often through a board resolution and a power of attorney. Our page on a foreign legal entity shareholder covers that case.
• Buying property in the company's name through a representative. A real estate sale in Romania requires notarial form, so the power of attorney for it must be notarised too.

Banks and the tax authority set their own rules on representation. Many banks ask for a notarised power of attorney or the account holder in person, and some will not accept a representative at all. Check with the institution before relying on one.

When you usually do not need one

In a standard formation with one individual founder, the founder signs the articles of association and the declarations personally, and a Romanian lawyer files the case under a lawyer's mandate. There is no need for a notarised power of attorney, an apostille or consular legalisation in that route. This is the simplest option for most individual founders, and it is one reason why a company formation in Romania from abroad does not have to involve a notary.

The same applies to most later company changes: if the shareholders sign the decision themselves and a lawyer files it, no power of attorney is required.

Whether your case fits this route depends on your structure and documents, so confirm it before you sign anything. A power of attorney prepared too early, or for the wrong act, is the most common cause of avoidable rework.

Notarised or private signature?

Romanian law applies a rule sometimes called the symmetry of form. Under article 2013 of the Civil Code, a mandate given for an act that the law requires in a certain form must be given in that same form. Three consequences matter for company work:

• The articles of association of an SRL are normally signed under private signature (Law 31/1990, article 5). They must be notarised only in specific cases, such as when land is contributed to the share capital. In those cases, a power of attorney to sign them must also be notarised.
• Filing at the Trade Register through a representative who is not a lawyer requires an authentic power of attorney, whatever the form of the documents being filed.
• A power of attorney for buying or selling real estate must be notarised, because the sale itself is.

In practice, when a power of attorney is needed at all, a notarised one is the safe default. The registrar, banks and notaries all need to rely on the signature, and a notarised document avoids a second round.

Signing a power of attorney abroad

A power of attorney signed outside Romania has to go through up to three steps before a Romanian authority will accept it. They happen in this order:

1. Authentication. You sign before a notary in the country where you are. Alternatively, a Romanian embassy or consulate can authenticate the power of attorney as a Romanian notarial act; ask its consular section whether the service is available to you.
2. Legalisation. If the country is party to the 1961 Hague Apostille Convention, its competent authority adds an apostille to the notarised document. If it is not, the document needs consular legalisation through that country's authorities and the Romanian mission there. Some bilateral treaties remove this step, so it depends on the country. A power of attorney authenticated at a Romanian consulate needs neither.
3. Translation. A document in another language needs a Romanian translation by a translator authorised by the Romanian Ministry of Justice. Depending on where it will be used, the translation may also need certification by a Romanian notary. A bilingual power of attorney can reduce this work, but it does not always remove it.

An apostille confirms that the notary's signature and seal are genuine. It does not check what the power of attorney says, so the content still has to fit the act it is used for.

What a company power of attorney should state

The exact wording depends on the act, but a company power of attorney usually states:

• the full identity of the person giving it and of the representative, exactly as in their passports or ID cards, including document numbers;
• the company concerned: its registered name and CUI, or the reserved name for a company not yet registered;
• each act the representative may perform, named specifically, for example signing the articles of association, voting on a named decision, signing a share transfer, or filing and collecting documents at the Trade Register;
• whether the representative may appoint a substitute;
• how long the power of attorney is valid;
• the place, date and signature.

If the document sets no term, article 2015 of the Civil Code ends the mandate three years after it was given. Institutions may still ask for a recent power of attorney, so a clear purpose and term work better than an open-ended one. The list above is a guide, not a template: the wording must be checked against the exact filing before you sign.

Why powers of attorney get refused

The problems we see most often are small and avoidable:

• Wording that is too general. "To do everything necessary for the company" may not show that the representative can sign a specific act. The act has to be named.
• Wording that is too narrow. A power of attorney for "the formation" may not cover a correction the registrar asks for later, or the next change to the company.
• Names that do not match. A name transliterated differently in the passport, the power of attorney and the translation is enough for the registrar to raise an objection.
• A missing legalisation step. A notarised document from a country that is not party to the Hague Convention, sent without consular legalisation.
• Signing before the details are final. If the company name, the share split or the administrator changes after the power of attorney was signed, it may no longer match the file.

Our note on translations for Romanian company formation explains how to keep names consistent across documents.

What it costs

Notary, apostille and translation fees are paid to those providers and authorities, and they vary by country. On our side, eligible standard formations use the fixed €490 package, and changes to an existing company start from €200; see the prices page. Whether you need a power of attorney at all, and what it must say, is confirmed with your contact before you sign anything. For a complex structure, the optional detailed Case Review sets it out in writing.

Check before you sign

Send us on WhatsApp what you need the power of attorney for, where you will sign it and which company it concerns. We will tell you whether you need one, which form it must take and what it should state, before you pay a notary.