In light of legislative and administrative changes affecting the business environment, companies must pay close attention to the process of updating corporate documentation and information registered with the National Trade Registry Office (ONRC).
Many companies will be required to update their documentation by September 1, 2026, but a strategic approach to this process can transform a simple legal obligation into an advantage for business development. Thus, we recommend that the compliance process be viewed not only from the perspective of the necessary formalities, but also as an opportunity to optimize the company’s legal structure and scope of business.
Below, we explain the obligations that must be considered, the risks of an incomplete update, and how the entire process can be managed in a simple, efficient, and legally compliant manner.
I. Updating the Scope of Business in Accordance with CAEN Rev. 3
Effective January 1, 2025, the new classification of activities in the national economy—CAEN Rev. 3—entered into force, approved by Order No. 377/2024 of the National Institute of Statistics.
Thus, commercial companies engaged in economic activities must analyze and recode existing CAEN codes, as well as appropriately update corporate documents and entries registered with the Trade Registry.
Although recoding can be carried out in stages, simply converting the CAEN codes is not sufficient. The complete procedure involves:
1. Analyzing existing CAEN codes and identifying their equivalents in CAEN Rev. 3;
2. Updating the Articles of Incorporation;
3. Revising the primary and secondary business activities;
4. Identifying additional activities that may be appropriately included in the scope of business;
5. Submitting the necessary documentation to the National Trade Register Office (ONRC);
6. Updating authorizations, permits, and internal records that refer to the company’s scope of activity.
Why is this step important?
Practical experience shows that many companies operate for years with incomplete, outdated, or inaccurate scopes of activity that no longer reflect their actual operations.
In such situations, difficulties may arise in obtaining authorizations and licenses, accessing European funds or financing programs, participating in public procurement procedures, entering into contracts with partners who require verification of the scope of business, or even in relations with banking institutions and investors.
II. Verification and updating of the company’s identification details
In addition to updating the scope of business, company directors must periodically verify whether the information registered with the Trade Registry reflects the company’s current legal status.
It is recommended to review and, where necessary, update the following aspects:
· Identification details of shareholders and directors;
· The term and validity of directors’ mandates;
· The beneficial owner and related declarations;
· The registered office and business locations;
· Provisions of the Articles of Incorporation that no longer comply with the current legal framework.
III. The Importance of Updating Share Capital and Corporate Structure
In the event of legislative changes regarding the level of share capital or other requirements concerning the corporate structure, these must be implemented through resolutions of the competent corporate bodies and reflected in the company’s articles of incorporation, with the necessary registration formalities completed with the National Trade Register Office (ONRC).
Failure to comply with update obligations may lead to administrative delays, difficulties in obtaining permits, problems in the financing process, or even the inability to carry out certain corporate transactions.
Why is it recommended to consult a specialized attorney?
Professional experience in the field of commercial law shows that most of the additional costs incurred by companies do not stem from the compliance process itself, but from the subsequent correction of implementation errors.
A lawyer specializing in corporate law can:
· verify the specific obligations applicable to the company;
· identify legal risks arising from existing documentation;
· draft and correctly update the Articles of Incorporation;
· ensure the compliance of documents submitted to the National Trade Register Office (ONRC);
· prevent the rejection of applications or the need to repeat procedures.
A legal analysis conducted before submitting the documentation is, in most cases, a significantly lower investment than the costs incurred by correcting non-compliances discovered later.
Therefore, the changes introduced by CAEN Rev. 3 represent one of the most important administrative updates for the business environment in recent years. Beyond the legal obligation to comply, they offer companies the opportunity to reassess their development strategy, eliminate existing inconsistencies, and adapt their legal structure to their actual activities.
Companies that treat this process solely as a formalityrisk missing the opportunity to optimize their documentation and prevent future problems. In contrast, a professional and proactive approach can turn this legal obligation into an advantage for business development.
To avoid delays, additional costs, and potential administrative bottlenecks, companies are encouraged to initiate the process of reviewing and updating their corporate documentation well in advance.
We are available to provide further information. Contact us at 0720291919 or via email at [email protected].