OECD Corporate Governance Factbook 2025: Romania
Table of contents
This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Romania’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.
The information in this document is as of 31 December 2024 unless otherwise specified.
For further details, please refer to the OECD Corporate Governance Factbook 2025.
Legislative Streamlining: Law no. 24/2017 was amended by Law no. 11/2025 (effective 15 March 2025) to simplify procedures and shorten the time required to attract capital. Additionally, GEO no. 71/2024 (effective 25 June 2024) aims to streamline operations and registration for UCITS/AIFs1, with a view to increasing the role of institutional investors.
EU and OECD Alignment:
A revised Corporate Governance Code of the Bucharest Stock Exchange (BVB) entered into force on 1 January 2025. The Code was designed to support listed companies in improving governance and reporting quality by aligning with the latest G20/OECD Corporate Governance Principles and recent EU regulatory changes.
A draft law was prepared to accommodate OECD recommendations2 and transpose provisions from several European directives. The Government approved the law in August 2025 and Parliamentary adoption is expected in the coming period.
Corporate Governance Commission: On 26 September 2025, the BVB Board of Directors selected the members for the Corporate Governance Commission. The Commission provides advisory opinions to the Board, notably concerning the annual aggregate monitoring report on issuer compliance with the BVB Code.
Landmark Public Offer: The Romanian capital market recorded its largest public offering in history in 2023 with the listing of Hidroelectrica shares – the largest IPO in Europe at that time. This initial secondary public offering, valued at almost 2 billion euros, involved Fondul Proprietatea selling its entire stake.
Recent Listings Trend: In 2024, three new companies listed (two on the main market, one on the Multilateral Trading Facility). So far in 2025, there have already been three new listings, with another company having submitted a draft prospectus for a planned listing before year-end, confirming a growing trend.
|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
||
|---|---|---|---|---|---|
|
Romania |
313 |
|
-1.7% |
USD 45 bn |
11.8% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
|
11.3% |
USD 124 536 bn |
112.7% |
Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.
Source: OECD Capital Market Series Dataset. IMF.
Note: “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
The categories that the jurisdiction fits into are highlighted in blue.
The bold numbers and words indicate country-specific additional information.
The numbers within parentheses indicate the number of jurisdictions applicable to each category.
For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.
* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
* In March 2025, new legal provisions were introduced, requiring companies traded on a regulated market to publish information regarding gender representation within their management bodies, distinguishing between executive and non-executive directors.
* Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the Member countries of the OECD.
This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
The full book is available in English: OECD (2025), OECD Corporate Governance Factbook 2025, OECD Publishing, Paris, https://doi.org/10.1787/f4f43735-en.
© OECD 2025
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← 1. Through GEO no. 71/2024, the modernisation and streamlining of the legal framework applicable to the capital market was envisaged, in order to increase the number of institutional investors and thus increase their role in the market by debureaucratising, simplifying and making more flexible the authorisation/registration process with Romanian Financial Supervisory Authority of collective investment undertakings (undertakings for collective investment in transferable securities (UCITS) and alternative investment fund (AIF)).
← 2. The law introduces, among others, the following provisions:
the power to approve the issuance of bonds may be delegated to the board of directors or respectively to the management by the articles of association or by decision of the extraordinary general meeting of shareholders, with cumulative compliance of certain conditions;
strengthening the independence of audit committees;
ex-ante evaluation of transactions with affiliates by the auditor.