Partnership and business formation laws in Romania.

Default partnership rules in Romania

In a Romanian societate în nume colectiv (SNC, general partnership), profits are distributed proportionally to each partner's contribution by default (Law 31/1990 Art. 67). Partners are jointly and severally liable for partnership debts, but only after the partnership's assets are exhausted. The partnership must be registered with the Oficiul Registrului Comerțului (Trade Register Office). A partnership agreement (act constitutiv) is required for registration.

In Romania, profits are split proportionally to capital contributions by default. This means a partner who invested 80% of the capital would receive 80% of the profits. While this may seem more intuitive than the equal-split default in some countries, it still fails to account for non-cash contributions like time, expertise, and relationships. A written partnership agreement should address all types of contributions.

Societate cu Răspundere Limitată (SRL) in Romania

The SRL is the standard entity for Romanian startups. Minimum share capital is RON 500 (approximately €100) since late 2025, with companies exceeding RON 400,000 turnover required to hold at least RON 5,000. Formation costs RON 500–2,000 (€100–€400) and takes about 3–5 business days. A notary is not required for standard formation. Share transfers require written form and registration with the Trade Register. The articles of association (act constitutiv) govern the company. Romania limits each person to being a sole shareholder in only one SRL.

Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.

What happens when a partner leaves in Romania

In an SNC, partners can withdraw according to the partnership agreement. For SRL companies, share transfers must be approved by shareholders representing at least three-quarters of share capital unless the articles provide otherwise. Existing shareholders have pre-emption rights. Minority shareholders can request judicial dissolution if the company's purpose can no longer be achieved.

A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.

Marriage and business equity in Romania

Romania's default matrimonial regime since the 2011 New Civil Code is comunitatea legală (legal community). Assets acquired during marriage are community property. Spouses can choose a different regime through a marriage contract (convenție matrimonială): separate property (separația de bunuri) or conventional community (comunitatea convențională). The contract must be notarized and registered. Business interests acquired during marriage are community property under the default regime.

Formation and cost details

Frequently asked questions

Related resources

• Equity calculator: find a fair split for your business
• Does your small business need an equity agreement?
• Equity for small businesses: the complete guide
• Dead equity calculator: how much is yours costing you?
• Slicing Pie calculator
• What is an operating agreement?
• All 32 European countries: partnership and formation laws
• US state directory: partnership and LLC default rules