AGA Decision – Complete and Download Now

June 5, 2024

7 min read

The AGA decision (General Assembly of Associates) is an essential document within an SRL (Limited Liability Company). Through this document, associates make official decisions related to important changes in the company, such as changing the registered office, appointing or dismissing the administrator, modifying the NACE code, or increasing the share capital. The document has legal value and is often required by institutions such as the Commercial Registry (ONRC), the National Agency for Fiscal Administration (ANAF), or banks.

For an AGA decision to be valid, it must be clearly drafted, signed by all associates or by the majority provided in the articles of association, and accompanied by supporting documents when officially filed. Therefore, it is more than a simple formality — it represents legal proof of the collective will of the associates and the changes made in the company.

What is an AGA Decision and Why is it Important?

AGA within an SRL

In an SRL (Limited Liability Company), the AGA — General Assembly of Associates — is the most important decision-making body of the company. It consists of all associates who hold shares in the company and has the role of deciding on all essential aspects regarding the operation and organization of the company.

Depending on the provisions of the articles of association, decisions can be made either unanimously or with a simple or qualified majority (for example, at least 51% of the share capital). The AGA can be convened whenever necessary, usually by the administrator, and must be properly recorded, with the signatures of all participants or those holding the necessary majority.

AGA meetings can be held physically, with all associates present in one location, or online — via email, video conference, or other electronic means, if this is permitted by the articles of association. The process must be carefully documented, and the adopted decisions must be drafted in a clear format, signed, and kept in the company's archives.

Who Has the Right to Sign an AGA Decision

The AGA decision must be signed by all associates or, depending on the provisions of the articles of association, by associates who hold the necessary majority for decision-making. Usually, the majority is established based on the participation quotas in the share capital — the most common thresholds being 50%+1 or 75%, depending on the nature of the decision.

In the case of companies with a single associate, a proper assembly is not necessary. Instead, a decision of the sole associate is prepared, which has the same legal value as a collective AGA decision.

When Do You Need an AGA Decision?

An AGA decision is mandatory whenever the company intends to make a change that affects its structure, operation, or management. This document is the basis for all official changes and is required by institutions such as the Commercial Registry, ANAF, banks, or notaries.

Changing the Registered Office

Changing a company's registered office is one of the most common modifications that requires an AGA decision. Whether the new office is in the same locality, in another city, or even in another county, it is mandatory for associates to approve this decision through an official document.

The AGA decision must include:

the complete address of the new office (including county, locality, street, number, floor, etc.);
the exact date when the change takes effect;
the agreement of the associates (with the percentage provided in the articles of association);
and, if applicable, approval in the same document for changing the work point.

Adding or Modifying NACE Code

Whenever the company wants to carry out a new economic activity or modify the main activity, it is mandatory to update the object of activity from the articles of association. This is done through an AGA decision that mentions the NACE codes to be added, removed, or modified.

Appointment or Dismissal of the Administrator

Changing the management of a company — either by appointing a new administrator or by dismissing the existing one — is done exclusively through an AGA decision. This is one of the most important decisions affecting the company's management structure and must be carefully drafted in a clear and complete format.

The decision must mention:

identification data of the new administrator (full name, Personal Identification Number, domicile, citizenship);
duration of the mandate (determined or undetermined);
general duties or, if applicable, competence limitations;
the manner of exercising the signing power (individually or together with another administrator).

Share Capital Increase

Increasing the share capital is a strategic decision through which the company increases its available financial resources. This step can be taken to attract investments, consolidate the market position, meet legal requirements, or support the development of new projects.

Profit Distribution

Profit distribution in the form of dividends must be preceded by a correct and documented calculation, reflected in a clear and complete AGA decision. Dividends can be granted quarterly or annually, depending on the company's option, but always based on an approved financial situation.

Dividend calculation is based on:

net profit recorded after deducting profit tax (or micro);
the distribution percentage established by associates;
each associate's participation quota in the share capital (according to the articles of association);
any legal reserves that must be established before distribution.

How to Draft a Correct AGA Decision

For an AGA decision to be legally valid, it must be drafted according to clear standards. The document must be coherent, without ambiguities, and include all mandatory elements provided by legislation and required by the Commercial Registry.

Mandatory Elements in the Document

An AGA decision must mandatorily include the following elements:

Date and place of the AGA meeting (Ex: "Today, May 30, 2025, at the company's headquarters in Bucharest, the General Assembly of Associates convened...")
Company identification data - Complete name, legal form (SRL), registered office, CUI (fiscal code), ONRC registration number.
List of associates and their participation - Full name, Personal Identification Number, number of shares held, and percentage of share capital.
Object of the decision - The decision itself (ex: "It is approved to change the registered office to...").
Mention regarding the adoption of the decision (Ex: "The decision was adopted unanimously / by majority vote...").
Associates' signatures - Each associate must sign handwritten or digitally.

Filing the AGA Decision with the Commercial Registry

Not all AGA decisions need to be filed with the Commercial Registry, but those that involve changes to the company's documents (office, capital, administrators, etc.) require official registration. The procedure is simple if you follow the steps correctly and prepare all documents.

When Filing is Mandatory

Filing is necessary when the decision produces legally visible changes in the company's structure:

change of registered office (in the same county or another);
completion or modification of the object of activity (NACE codes);
change of administrators;
modification of share capital;
change of company name;
transfer of shares between associates or to third parties.

Frequently Asked Questions about AGA Decisions

Is a notary required for the AGA decision?

No. In the case of an SRL, the AGA decision does not need to be authenticated by a notary. The handwritten signature of the associates on the document drafted according to law is sufficient. However, in certain special cases (ex: transfers between persons outside the company), a notary may be necessary for other complementary documents.

Can the AGA be held online or via email?

Yes, if the articles of association allow this. The General Assembly can be held remotely, and the AGA decision can be digitally signed by each associate. It is important that each participant clearly expresses their agreement and that the formal conditions of convening and signing are respected.

Can I use a standard AGA decision template?

Yes, there are standard templates adapted to the most common situations: office change, administrator, NACE code, etc. However, it is important that each document is personalized for your company — containing the correct data and respecting the real purpose of the decision.

Is the AGA decision the same as the sole associate's decision?

No, but they have the same legal effect. In an SRL with a sole associate, a General Assembly is not held. Instead, a sole associate's decision is drafted, which has the same legal value and must be treated with the same attention.

Conclusion

The AGA decision is a fundamental document for any SRL that wants to make important changes in its structure or operation. Correct drafting and timely filing of these documents are essential for legal compliance and proper company functioning.

With BillYou, the process of generating AGA decisions becomes simple and efficient. Our platform guides you step by step in completing all necessary data and automatically generates the document according to current legal requirements, saving valuable time and eliminating the risk of errors.