A company registry extract in Romania is an official document issued by the National Trade Register Office (Oficiul Național al Registrului Comerțului, or ONRC) that certifies a company's legal existence, registered details and current status. For any cross-border transaction, due diligence exercise or court proceeding involving a Romanian entity, this document is the starting point. Without it, counterparties, banks and courts cannot verify the basic facts of a company's legal life.
This article explains what the extract contains, how to obtain it through official channels, what legal weight it carries, and how international business clients should use it in practice. It also covers the most common mistakes foreign parties make when relying on Romanian registry documents and the risks that arise from using outdated or incomplete extracts.
The extract from the Romanian Trade Register (Registrul Comerțului) is not a single standardised document. ONRC issues several types of certificates and extracts, each serving a different purpose. Understanding which document you need is the first practical decision.
The standard certified extract (extras certificat) contains the following core information:
Beyond the standard extract, ONRC also issues a certificate of good standing (certificat constatator), which is a more detailed document. This certificate confirms not only registration data but also whether the company is authorised to conduct specific activities, whether it has filed required documents and whether any restrictions or mentions are recorded against it. For procurement procedures and public tenders in Romania, the certificat constatator is typically the mandatory document, not the basic extract.
A third document type is the full history extract (extras complet), which shows all historical changes to the company's registered data since incorporation. This document is essential for due diligence on older companies, where ownership changes, capital increases or amendments to the articles of association may be material to a transaction.
The extract does not contain financial statements, tax liabilities or employment records. Those require separate requests to the Ministry of Finance (Ministerul Finanțelor) or the National Agency for Fiscal Administration (Agenția Națională de Administrare Fiscală, ANAF). A common mistake made by foreign buyers and lenders is assuming that a clean registry extract means a clean financial and tax position. These are entirely separate registers.
The Romanian Trade Register operates under Law No. 26/1990 on the Trade Register, as subsequently amended. This law establishes the obligation of all traders - including companies, sole traders and branches of foreign entities - to register with the Trade Register and to keep their registered information current.
The legal significance of registration is substantial. Under Law No. 26/1990, acts and facts that are required to be registered but have not been registered cannot be invoked against third parties. This principle of opposability (opozabilitate față de terți) means that an unregistered change in directorship, for example, cannot be used to bind a third party who acted in reliance on the registered information. For international counterparties, this principle creates both protection and risk: you can rely on what the register shows, but you must actually check it.
Company Law No. 31/1990 (Legea societăților) sets out the specific registration requirements for each type of company, including the mandatory content of the articles of association, the minimum share capital for a joint-stock company (societate pe acțiuni, or SA) and the rules for amendments. Articles 7 and 8 of Law No. 31/1990 list the founding documents that must be filed and registered. Any subsequent amendment to these documents must also be registered to become effective against third parties.
The Insolvency Law No. 85/2014 (Legea insolvenței) requires that insolvency proceedings be noted in the Trade Register. This notation is one of the most critical pieces of information an extract can reveal. A company in insolvency may still be trading, but its management powers are restricted and a judicial administrator or liquidator may have authority over its assets.
Government Emergency Ordinance No. 116/2009 introduced electronic filing and online access to the Trade Register, which significantly changed how extracts are obtained and verified. ONRC now maintains an online portal through which extracts can be requested and, in some cases, downloaded directly.
There are three practical routes to obtaining an extract from the Romanian Trade Register, each with different timelines and use cases.
The first route is the ONRC online portal. ONRC operates a dedicated online platform where any person - including foreign nationals and companies - can search for a Romanian entity and obtain a basic informational extract free of charge. This free extract is useful for preliminary checks but carries a specific limitation: it is not certified and therefore cannot be used in formal legal or administrative proceedings. For any purpose requiring an official document, a certified extract must be requested separately.
A certified extract can be requested online through the ONRC portal by creating an account and submitting a formal application. The processing time for a standard certified extract is typically one to three business days. An expedited service is available, reducing the timeline to the same business day or the following morning, at a higher fee. Fees are set by ONRC and are payable online. They are generally modest - in the range of low tens of euros for a standard extract - though the exact amount depends on the type of document and the processing speed selected.
The second route is in-person application at any ONRC territorial office. Romania has ONRC offices in each county (județ) and in Bucharest. An applicant or their representative can appear in person, submit a written request and pay the fee at the counter. The document is typically issued on the same day or within one to two business days. This route is useful when the applicant needs the original physical document with the ONRC stamp and signature, which some foreign authorities require.
The third route is through a Romanian lawyer or authorised representative. For foreign clients who cannot attend in person and need a certified document with apostille or legalisation for use abroad, engaging a local representative is the most reliable approach. The representative can obtain the extract, arrange for an apostille under the Hague Convention (Romania is a signatory), and coordinate certified translation if required. This route adds time - typically three to seven business days for the full chain - but produces a document that is ready for use in foreign jurisdictions.
A non-obvious risk arises with apostille requests. The apostille is affixed not by ONRC but by the Ministry of Justice (Ministerul Justiției) or, in some cases, by the prefect's office. The extract must first be obtained from ONRC, then submitted to the apostille authority. Each step has its own queue and fee. Foreign clients who underestimate this two-step process often face delays in transactions or proceedings where the apostilled document is a prerequisite.
To receive a checklist for obtaining and apostilling a Romanian company registry extract for use in cross-border transactions, send a request to info@vlo.com.
The extract from the Romanian Trade Register serves several distinct functions in business and legal practice. Understanding which function applies to your situation determines which type of extract you need and how current it must be.
In due diligence for mergers, acquisitions and investments, the full history extract is the appropriate document. It reveals the complete chain of ownership changes, capital restructurings and amendments to the articles of association. For a target company with a history of more than five years, this document can run to dozens of pages. Investors who rely only on the current extract risk missing historical encumbrances, pledges over shares or changes in management that may affect the validity of past corporate decisions.
In contract negotiations and commercial relationships, the standard certified extract serves as the baseline verification document. Before signing a significant contract with a Romanian counterparty, verifying the signatory's authority through the extract is essential. Romanian law requires that the person signing on behalf of a company be registered as an administrator or have a notarised power of attorney. If the signatory is not listed in the extract and has no registered proxy, the contract may be challenged on grounds of lack of authority (lipsa calității de reprezentant).
In court proceedings and arbitration, Romanian courts require parties to file an extract from the Trade Register as part of the initial documentation package. Under the Romanian Code of Civil Procedure (Codul de procedură civilă), Article 194, the statement of claim must be accompanied by documents proving the claimant's legal capacity. For a company, this means a current extract. Courts typically require the extract to be no older than 30 days at the time of filing. An extract older than this threshold may be rejected, requiring the claimant to obtain a fresh one and potentially missing procedural deadlines.
In public procurement, the certificat constatator is the mandatory document under Law No. 98/2016 on public procurement (Legea privind achizițiile publice). This law requires tenderers to prove their legal standing and authorisation to conduct the relevant business activities. The certificat constatator fulfils this requirement because it confirms both registration and the specific CAEN codes authorised for the company. A basic extract is insufficient for this purpose.
In banking and financing transactions, Romanian banks and international lenders operating in Romania routinely require a certified extract as part of the know-your-customer (KYC) documentation package. Some lenders additionally require the full history extract to verify the ownership chain and identify any historical pledges over shares registered in the Trade Register. Share pledges (gaj asupra acțiunilor sau părților sociale) are registered in the Trade Register and appear in the extract, making this document a critical tool for lenders assessing security.
Foreign parties dealing with Romanian companies make a predictable set of mistakes when working with Trade Register documents. Each mistake carries a concrete cost.
The first and most frequent mistake is relying on an uncertified online extract for formal purposes. The free informational extract available on the ONRC portal is a search result, not a certified document. It carries no official stamp, no signature and no legal weight in proceedings or formal transactions. Using it as a substitute for a certified extract in a court filing or a bank submission will result in rejection and delay.
The second mistake is failing to check the date of the extract. Romanian law and practice treat the extract as a snapshot of the register at a specific moment. A company's status, management or share capital can change between the date of the extract and the date of a transaction or filing. In practice, it is important to consider that a 60-day-old extract may already be outdated if the company has undergone changes. For high-value transactions, requesting a fresh extract immediately before signing or filing is standard practice.
The third mistake is confusing the CUI (fiscal identification code) with the registration number. These are two different identifiers. The CUI is issued by ANAF for tax purposes. The registration number (număr de ordine în Registrul Comerțului) is issued by ONRC. Both appear on the extract, but they serve different functions. Foreign parties who search for a company using only the CUI may find the fiscal record but miss the full corporate registration data, or vice versa.
A non-obvious risk involves branches of foreign companies registered in Romania. Under Law No. 26/1990, branches (sucursale) of foreign entities must also register with the Trade Register. The branch extract will show the parent company's details as registered, but it will not automatically reflect changes in the parent's home jurisdiction. A foreign parent that has changed its name, legal form or directors may not have updated the Romanian branch registration. Counterparties relying on the branch extract without verifying the parent's current status in its home jurisdiction may be dealing with outdated information.
Many underappreciate the significance of mentions (mențiuni) recorded in the Trade Register. These are annotations that do not change the core registered data but flag important legal events - such as the opening of insolvency proceedings, the appointment of a special administrator, the dissolution of the company or the recording of a share pledge. The standard extract includes these mentions, but they are sometimes overlooked by parties who focus only on the company's name, directors and share capital. A mention of insolvency proceedings, for example, fundamentally changes the legal capacity of the company's management to bind the company.
The cost of non-specialist mistakes in this jurisdiction is measurable. A contract signed with a company in dissolution, relying on an outdated extract, may be unenforceable. A court filing rejected for an expired extract may miss a limitation period. A due diligence report that omits the full history extract may miss a historical pledge that survives into the current ownership structure.
To receive a checklist for verifying Romanian company status and extract currency before signing a transaction, send a request to info@vlo.com.
When a Romanian company registry extract must be used outside Romania, the document requires additional steps to be recognised by foreign authorities, courts or counterparties. The process depends on the destination country and the purpose of the document.
For use in countries that are parties to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the Apostille Convention), the extract must carry an apostille. As noted above, the apostille is not issued by ONRC. The certified extract from ONRC must be submitted to the competent Romanian authority - typically the Ministry of Justice or the prefect's office of the county where the document was issued - for the apostille to be affixed. This step takes one to five business days depending on the authority and the current workload.
For use in countries that are not parties to the Apostille Convention, full legalisation is required. This involves a chain of certifications: ONRC issues the certified extract, the Ministry of Justice certifies the signature of the ONRC official, and the Ministry of Foreign Affairs (Ministerul Afacerilor Externe) then legalises the document. The consulate of the destination country in Romania may add a further certification. This process can take two to three weeks and involves multiple fees at each stage.
Certified translation is a separate requirement from apostille or legalisation. Most foreign jurisdictions require that the extract be translated into the local language by a sworn translator (traducător autorizat) recognised in Romania or in the destination country. Romanian sworn translators are authorised by the Ministry of Justice and their translations carry an official stamp. For use in EU member states, a translation by a Romanian sworn translator is generally accepted. For use in non-EU jurisdictions, the destination country's requirements govern.
A practical scenario illustrates the full chain. A Dutch company is acquiring a Romanian SRL and needs to present the Romanian target's registry extract to a Dutch notary for the share transfer deed. The Dutch notary requires a certified extract with apostille and a certified Dutch translation. The Romanian lawyer obtains the certified extract from ONRC (one to two business days), submits it for apostille at the Ministry of Justice (two to three business days), and coordinates a sworn translation into Dutch (two to three business days). The total timeline from instruction to delivery is typically seven to ten business days, assuming no queue delays.
A second scenario involves a Romanian company as defendant in arbitration proceedings seated in London. The claimant's legal team needs to verify the Romanian company's current registered address for service of process and confirm the identity of its legal representative. A certified extract obtained directly from ONRC online, with a certified English translation, is sufficient for this purpose. No apostille is required for use in English arbitration proceedings, though the arbitral tribunal may request one if the authenticity of the document is challenged.
A third scenario involves a Romanian company participating in a public tender in Germany. German procurement rules require proof of legal standing from foreign tenderers. A certified extract with apostille and a certified German translation satisfies this requirement under EU procurement directives, which Romania has implemented through Law No. 98/2016. The CAEN codes listed in the extract must correspond to the subject matter of the tender; otherwise, the certificat constatator showing specific activity authorisations is the more appropriate document.
Electronic verification is an increasingly relevant option. ONRC provides a QR code on certified extracts issued through its online portal. This code allows the recipient to verify the document's authenticity directly on the ONRC website. Some foreign authorities and counterparties accept this electronic verification as sufficient without requiring a physical apostille, particularly within the EU context. However, this acceptance is not universal, and it is advisable to confirm the destination authority's requirements before relying solely on electronic verification.
We can help build a strategy for obtaining, apostilling and using Romanian company registry extracts in cross-border transactions. Contact info@vlo.com to discuss your specific situation.
What is the difference between the standard extract and the certificat constatator in Romania?
The standard certified extract (extras certificat) provides the core registered data of a company - name, registration number, directors, share capital and status. The certificat constatator is a more comprehensive document that also confirms the company's authorisation to conduct specific business activities and records any restrictions or mentions. For most commercial verification purposes, the standard extract is sufficient. For public procurement, regulatory filings and some banking requirements, the certificat constatator is mandatory. Requesting the wrong document causes delays and may result in rejection by the receiving authority.
How quickly can a certified extract be obtained, and what does it cost?
A standard certified extract from ONRC can be obtained online within one to three business days. An expedited service is available for same-day or next-day delivery at a higher fee. Fees are set by ONRC and are generally in the range of low tens of euros. If the extract also needs an apostille and certified translation for use abroad, the total timeline extends to seven to fifteen business days depending on the destination country and the workload of the apostille authority. Planning ahead is essential for transactions with fixed closing dates.
Can a foreign company or individual obtain a Romanian registry extract without a local representative?
Yes. ONRC's online portal is accessible to foreign users and allows both free informational searches and paid certified extract requests. Payment can be made by card. However, for extracts that require apostille, physical delivery or certified translation, engaging a Romanian lawyer or authorised representative is the practical solution. The apostille process requires physical submission of the original certified extract to the Ministry of Justice or prefect's office, which a foreign party cannot easily manage remotely. A local representative also ensures that the correct document type is requested for the specific use case.
The Romanian company registry extract is a foundational document for any business or legal engagement involving a Romanian entity. Its content, legal weight and procedural requirements differ depending on the type of extract, the purpose of use and the destination jurisdiction. Getting the right document, keeping it current and processing it correctly for cross-border use are practical decisions with real legal and commercial consequences.
Our law firm VLO Law Firm has experience supporting clients in Romania on corporate compliance, due diligence and cross-border transaction matters. We can assist with obtaining certified extracts, coordinating apostille and translation, verifying company status and advising on the legal implications of the registered information. To receive a consultation, contact: info@vlo.com.
To receive a checklist for managing Romanian company registry documents in cross-border transactions and proceedings, send a request to info@vlo.com.