The minutes of the constitutive meeting of an SRL (ASP form 5-4) are the company’s founding decision (hotărârea de constituire): the document in which the founders decide to set up the SRL, approve the Articles (Statutul) and appoint the administrator. The Public Services Agency (ASP) requires it, together with the Articles, in two copies approved by all founders. When the founders sign it in person, it does not need to be notarised. Below, line by line: what the form contains, what does not go into it, and how it is signed with one founder or several.
1. What the founding decision is and why it is mandatory
Law no. 220/2007 on the state registration of legal entities (art. 7(1)(b)) requires that the founding decision and the constitutive documents of the legal entity, approved by all founding members, be filed for registration. For an SRL:
The two documents rely on each other: the minutes approve the Articles, and the corner of the Articles reads “APROBAT de adunarea generală, Proces-verbal nr. 1 din …” (“Approved by the general meeting, minutes no. 1 of …”). The number and the date must match exactly in both.
2. What ASP form 5-4 contains, line by line
The official form has a fixed structure:
Beneath the form there is an important note: the applicant must check the availability of the name with the state registration body before actually filing the documents.
The board and the audit committee are elected only if the Articles provide for them. For a small SRL run by one administrator, those points are left out.
3. Capital, registered office and CAEM codes: where they actually go
A common confusion: people look in the minutes for fields for share capital, shares, registered office or CAEM codes. Form 5-4 has none of them. They are set in the documents the minutes approve or accompany:
By the resolution “The Articles are approved”, the meeting approves all of these. Keep two rules for shares in mind: each member holds a single share of at least one leu, and the share must be divisible without remainder by a unit expressed in lei.
4. One founder or several
Several founders. Each member is listed under “Attendees” and signs at the end. The founding decision is approved by all founding members, not by a majority.
A sole founder. For this case the ASP model is the “Decision of the sole founder” (Decizia fondatorului unic, form 5-6), with the same three decisions: incorporation, approval of the Articles, appointment of the administrator. For a sole founder SRLRapid fills in decision 5-6 instead of form 5-4, together with the single-member Articles (Statutul SRL cu asociat unic, model 4-23), whose header reads “APROBAT de asociatul unic, Decizia asociatului unic nr. 1 din …” (“Approved by the sole member, decision of the sole member no. 1 of …”), with the same number and date as the decision.
A corporate founder. It signs through its representative, for example “Firma X SRL, prin Ion Popescu”. For a foreign legal entity, an extract from the register of its home country, translated and notarised, and its constitutive documents are attached (art. 7(4) of Law 220/2007), apostilled or legalised as applicable.
The administrator may be one of the founders or an outside person. The minutes show only their name; the IDNP, identity document, address and term of office go into the application.
5. Signatures, copies and the notary
6. Mistakes that delay registration
Frequently asked questions
Do the constitutive meeting minutes have to be notarised?
No, if the founders sign them in person. A notary is needed only for a representative’s power of attorney or for foreign founders’ documents.
How many copies of the minutes are filed with ASP?
Two originals signed by all founders, just like the Articles.
What is the difference between the founding decision and the constitutive document?
The founding decision (the minutes, or the sole founder’s decision) records the decision to set up the company. The constitutive document is the Articles, which lay down how it operates. The first approves the second.
Does the share capital go into the minutes?
No. Form 5-4 has no field for capital; the capital and the shares are stated in the Articles and in the registration application.
Can I use a template other than the ASP form?
The law requires a founding decision, not a specific format. The ASP models, however, are what registrars know, and using them reduces the risk of remarks at the counter.
The constitutive meeting minutes are short, but they must match the Articles and the application perfectly. SRLRapid fills in ASP form 5-4 (or decision 5-6 for a sole founder), the Articles, the registration application and the founders’ declarations from a single questionnaire, with the same date and the same details across every document; you sign them and file them at ASP.
Note: this guide is for information only and reflects ASP practice at the date of publication. SRLRapid prepares the documents but is not a substitute for legal advice and does not file on the founders’ behalf.
