Clifford Chance

Navigating corporate disputes: protecting minority shareholders in Romanian limited liability companies

4 September 2025

In Romania, limited liability companies (in Romanian, Societate cu Răspundere Limitată – “SRL”) are the most commonly used type of special-purpose vehicle by investors for various investment objectives. Both clarifying the rights and protections available to minority shareholders and defining the decision-making process within SRLs represent crucial topics.  Deadlocks in this process can cause operational disruptions and significant distress in the day-to-day management of projects and companies owned or controlled by such entities.

In this briefing prepared by our Litigation and Corporate teams in Bucharest, we are highlighting a recent Bucharest Court of Appeal decision that settles a long-standing debate: does the double majority rule in limited liability companies (SRLs) apply only at the first shareholders’ meeting, or also at the second meeting with the same agenda - which, in a two-shareholder SRL, would effectively require unanimity?

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