Digitalising corporate governance: The impact and practical challenges brought by Emergency Ordinance No. 32/2026
Recently entered into force, Government Emergency Ordinance No. 32/2026 substantially reshapes the operating framework for companies, imposing an accelerated shift towards the full digitalisation of statutory decisions. This legislative change is not merely a procedural update, but a structural reform that requires company management to urgently review internal governance procedures to prevent compliance risks.
The central pillar of Emergency Ordinance No. 32/2026 is the recognition and strict regulation of shareholders’ general meetings and board meetings held exclusively through electronic remote-communication means. While this practice was already partially used in the past, the new legislation establishes mandatory technical standards to ensure the validity of votes and the security of transactions.
Under the new provisions, minutes and resolutions adopted in digital format must be signed with a qualified electronic signature by all participants, definitively removing the legal ambiguity that previously surrounded simple or advanced signatures in major commercial-law relationships. The absence of these technical certification elements results in the absolute nullity of the resolutions, exposing the company to litigation from minority shareholders or aggrieved third parties.
“Emergency Ordinance No. 32/2026 introduces a legal paradigm in which digital security becomes a condition for the validity of the corporate act, and early compliance is the only mechanism for protecting management.”
Another critical aspect introduced by Emergency Ordinance No. 32/2026 is the expansion of management bodies’ liability regarding the implementation of digital data-auditing systems. Directors are now directly responsible for preserving the integrity of the company’s electronic records and for ensuring unrestricted access for censors or auditors to the voting platforms used.
Failure to maintain audited software systems compliant with the requirements of the Romanian Digitalisation Authority may result in severe administrative penalties, as well as tort-liability claims where corporate decisions are successfully challenged in court due to technical vulnerabilities.
To successfully navigate the new legislative landscape shaped by Emergency Ordinance No. 32/2026, companies must act strategically on three priority fronts:
- Auditing and amending the constitutive documents: It is essential to update the statutory clauses to expressly define the procedures for convening, holding and voting at meetings by electronic means, in line with the new requirements.
- Implementing certified software solutions: Migrating from generic videoconferencing platforms to integrated corporate-governance solutions that allow reliable shareholder identification and encrypted storage of voting choices.
- Training management: Ensuring that every board member holds and correctly uses an active qualified electronic-signature certificate, recognised at EU level.
In conclusion, Emergency Ordinance No. 32/2026 transforms how businesses manage their decision-making architecture. Anticipating these changes and proactively adapting legal structures is, at this point, a critical business necessity, not merely a compliance option.
In a legislative landscape undergoing constant change, proactive compliance is an essential competitive advantage. Sabău Avocați assists companies, entrepreneurs and management structures in adapting to the new corporate-governance and digitalisation requirements. For strategic legal advice and solutions tailored to your business, we invite you to contact our team and book a personalised consultation.