Why the registered office speeds up or blocks your ONRC file
When you incorporate a Romanian SRL (limited liability company), the registered office is more than a line on a form. It is the address where authorities and partners find you in the trade register, where official mail is served, and where you must show you have a lawful right to use the premises.
Many filings stall not because of the articles of association, but because headquarters proof is incomplete, expired, or inconsistent with the application. This guide focuses only on the registered office: contract types, documents founders typically need, and how to avoid mismatches that trigger correction requests at ONRC.
What “registered office” means for an SRL
The registered office (sediu social) is the company’s official address in Romania, stated in the constitutive documents and in the trade register application. It must be a concrete address (street, number, locality, county), not a vague description or mail-only reference.
The registered office may coincide with where you actually work or may be a location used mainly for correspondence and representation, within legal limits. What matters is that you can prove lawful use of the premises at the declared address under the rules in force when you file.
Loan for use (comodat) vs lease
Founders most often rely on either a loan-for-use contract (comodat) or a lease. Both can support headquarters proof, but they reflect different legal and commercial relationships.
- Loan for use: the owner lets you use space for the registered office, typically without rent; the contract must clearly state parties, address, and term. Common when the office is at a founder’s home or a related party’s property.
- Lease: a commercial rent relationship; the agreement (and any addenda) must cover the relevant period and the exact address.
- In both cases, address fields in the contract must match the ONRC application and the constitutive act line by line.
- Pick the structure that reflects reality. A paper-only arrangement that does not match later tax or inspection context can create larger problems than a delayed filing.
Headquarters documents that often appear in the file
The exact list varies by county, filing channel, and property type (residential vs commercial). Typically the dossier includes the contract proving right of use and, where required, additional declarations or consents under local practice.
- Signed loan-for-use or lease agreement with sufficient duration (many practices expect at least one year - confirm current instructions).
- Landlord or primary tenant consent when you sublet or use space under another lease.
- Declarations on using residential premises as a registered office, when applicable.
- ID copies of contracting parties if the procedure requires them.
- Addenda that extend or clarify the address if you changed location before filing.
Frequent registered-office mistakes
These patterns show up often in correction requests or in pre-filing reviews:
- Contract address differs by one digit or flat number from the application.
- Contract term ends before the minimum period required for registration.
- Missing owner consent when you are a sub-tenant rather than the title holder.
- Declared locality does not match the contract locality.
- Outdated template that no longer matches current register practice.
- Updated address in one document only after a last-minute move.
Quick checklist before you submit
Run through this list on the same day you freeze the deed and application:
- Compare address lines across ID, contract, deed, and application.
- Confirm landlord names match property documents where relevant.
- Verify contract duration meets current register expectations.
- Mark contract type (loan for use / lease) consistently in forms and in-app fields.
- Keep a signed copy locally; you will need it for future office moves.
How Lexter helps with headquarters data
Lexter is built to cut manual transcription: upload a loan-for-use or lease contract and the system extracts text and fields (address, parties, term) useful for structuring your dossier. Uploaded files are not kept as raw server archives; structured data used for generation is described in the Privacy Policy.
Automation does not decide whether loan for use or lease is right for your tax or legal situation. Treat output as a draft, then validate with a professional and current ONRC requirements.
Disclaimer
This article is general information about the SRL registered office at incorporation. It is not legal, notarial, or tax advice. For special property regimes, cross-county setups, or complex structures, consult a licensed advisor before filing.
Frequently asked questions
- Can I use my home address as the SRL registered office?
- Often yes, usually via loan for use or another accepted instrument, sometimes with extra declarations for residential use. Exact rules and forms depend on current law and your county trade register practice.
- How long must the headquarters contract run?
- Requirements vary; a minimum term (for example 12 months) is common. Check the official guide or ask your county register before signing so you do not file a contract that is too short.
- Must the registered office be the same as the place of business?
- Not necessarily. The registered office is the address in the register; separate workplaces can be registered if you operate elsewhere. Many founders initially align the registered office with where they receive official mail.
- What if I move the registered office after incorporation?
- A move is a separate register operation with updated contracts and corporate resolutions (or other documents matching the change type). It is not the same workflow as initial incorporation, but still requires contract-to-form consistency.
- Does Lexter replace a lawyer’s review of the headquarters contract?
- No. Lexter extracts and structures data for document generation in the app. Legal review of the contract and the choice between loan for use and lease remains your responsibility.