What you will learn in this article:
- What an OOD is and when it is more suitable than an EOOD
- What the partnership agreement must contain and which additional clauses to include
- The complete registration procedure in 7 steps with specific costs in EUR
- The rights and obligations of partners under the Commercial Act
- How to admit a new partner, how to exit, and how to transfer shares
What is an OOD and when is it the right choice?
OOD (Druzhestvo s Ogranichena Otgovornost) is a limited liability company in which two or more partners pool their resources and capital to conduct business. The legal framework is set out in Art. 113–157 of the Commercial Act.
Partners' liability is limited to the amount of their share participation.
When an OOD is the right choice:
- Two or more people plan a joint business and want a clear allocation of rights
- Each partner contributes a different resource (capital, expertise, contacts, technology)
- You need flexible share distribution, not necessarily equal parts
- You plan to admit new partners in the future
- You want a formalized decision-making structure through a general meeting
An OOD works well for small partnerships between two people as well as larger ventures with several investors. If, however, you plan to run the business entirely on your own, an EOOD is the more suitable form.
OOD vs EOOD — the key differences
| Feature | OOD | EOOD |
|---|---|---|
| Number of founders | 2 or more persons | Exactly 1 person |
| Founding document | Partnership agreement | Founding act |
| Decision-making | General meeting of partners | Sole owner decides alone |
| Minimum capital | 1 EUR | 1 EUR |
| Shares | May differ in size | All shares belong to one person |
| Share transfer | Free between partners; to a third party: GM approval + notarial certification | Sale of shares = transfer of entire company or admission of a partner |
| Liability | Limited to share participation | Limited to share participation |
| State fee (electronic) | 28.12 EUR | 28.12 EUR |
Practical tip: If you are starting alone but plan to bring in a partner soon, you can register an EOOD and later convert it to an OOD by admitting a new partner. The reverse (from OOD to EOOD) is also possible when all partners except one leave the company.
The partnership agreement — the foundation of an OOD
The partnership agreement is the founding document of an OOD. It sets the rules between partners and is mandatory by law (Art. 114, para. 1 of the Commercial Act). The partnership agreement does not require notarial certification at formation. Ordinary written form is sufficient.
8 mandatory elements (Art. 115 of the Commercial Act)
- The company name — must include “OOD” or “limited liability company”
- The registered address and address of management
- The scope of business activities
- Duration of the agreement — if not specified, it is deemed indefinite
- Names of the partners — full name and personal ID for individuals; company name, address, and UIC for legal entities
- Capital amount — the total sum and the distribution of shares; minimum is 1 EUR
- Share sizes of each partner — shares may differ in size
- Management and representation — who is the manager, independently or jointly
Recommended additional clauses
Profit distribution. By law, profits are distributed proportionally to share participation, but partners can agree otherwise.
Right of first refusal. When shares are being transferred to a third party, this clause gives the remaining partners a priority right to purchase on the same terms.
Non-compete clause. Art. 124, para. 2 of the Commercial Act prohibits partners from engaging in competing activities without consent. Specify scope, geographic area, duration, and consequences of breach.
Buyout valuation mechanism. If a partner exits, the company owes them the value of their shares. Agree on the method in advance: book value, market valuation, or a revenue-based formula.
Deadlock resolution. In a 50/50 company, provide a mechanism: mediation, arbitration, or a “Russian roulette” buy-sell provision.
Decision-making restrictions. Specify decisions that require unanimity: changes to business scope, borrowing above a certain amount, sale of significant assets.
Advice from practice: Discuss these topics openly with your future partners before signing the partnership agreement. Questions about profit distribution, management salaries, and exit conditions are much easier to resolve when the relationship between partners is good.
Step by step: OOD registration
Let us walk through the process using a concrete example. Peter and Maria decide to start a digital marketing agency together.
Step 1: Preliminary decisions
- Company name — check in the Commercial Register whether your desired name is available
- Partners and share participation — who owns what; shares do not need to be equal
- Capital amount — minimum 1 EUR; in practice, 1 to 50 EUR is standard
- Scope of business — may be broadly defined
- Manager — one or more of the partners, or an external person
- Registered address
In our example: Peter and Maria choose capital of 10 EUR, 5 EUR per partner, equal shares (50/50). Peter will be the manager.
Step 2: Draft and sign the partnership agreement
The partnership agreement is signed by all partners in ordinary written form. Notarial certification of the agreement itself is not required.
Step 3: Founding meeting
The partners hold a founding meeting at which they formally adopt the partnership agreement, determine the capital and shares, elect a manager, and determine the registered address. Minutes are prepared and signed by all partners.
Step 4: Notarize the manager's consent
The manager must sign before a notary: consent to serve as manager and a signature specimen.
Cost: approximately 3 to 6 EUR.
Step 5: Open a collection account and deposit the capital
At least 70% of the capital must be deposited before registration. The remaining 30% must be deposited within the period specified in the partnership agreement, but no later than 2 years.
Cost: Bank fee approximately 10 EUR.
Non-cash contributions. Partners may also make in-kind contributions. In that case, the value must be determined by three expert appraisers appointed by the Registry Agency (Art. 72 of the Commercial Act).
Step 6: File Application Form A4 with the Commercial Register
For electronic filing, the state fee is 28.12 EUR (for paper filing: 56.24 EUR). The following documents are attached:
- Partnership agreement
- Minutes of the founding meeting
- Notarized consent and signature specimen of the manager
- Bank certificate of deposited capital
- Declaration under Art. 141, para. 8 of the Commercial Act
- Declaration under Art. 13, para. 4 of the Commercial Register Act
- License, permit, or registration certificate (for regulated activities)
- Proof of payment of state fee
Step 7: Registration and post-registration steps
The registration officer reviews the application and registers the company within up to 3 business days.
After successful registration:
- You receive a UIC (Unified Identification Code)
- Convert the collection account into a current operating account
- Register for VAT if you expect turnover above 100,000 EUR over 12 months
- Register as an employer with the NRA and NSSI if you will hire employees
- Declare the beneficial owners under the Anti-Money Laundering Act, if applicable
Required documents
| # | Document | Notes |
|---|---|---|
| 1 | Application Form A4 | Completed in the Commercial Register portal or on paper |
| 2 | Partnership agreement | Signed by all partners; ordinary written form |
| 3 | Minutes of the founding meeting | Signed by all partners |
| 4 | Notarized consent of the manager | With signature specimen |
| 5 | Bank certificate of deposited capital | Issued by the bank |
| 6 | Declaration under Art. 141, para. 8 of the Commercial Act | From the manager |
| 7 | Declaration under Art. 13, para. 4 of the Commercial Register Act | Confirming accuracy of stated facts |
| 8 | Proof of payment of state fee | 28.12 EUR for electronic filing |
| 9 | Power of attorney (if filed by a lawyer) | Not required for personal filing |
| 10 | License or permit | Only for regulated activities |
Registration costs (2026, in EUR)
| Expense | Amount (EUR) |
|---|---|
| State fee — electronic filing | 28.12 |
| State fee — paper filing | 56.24 |
| Notarial certification (consent + specimen) | 3–6 |
| Bank fee for collection account | ~10 |
| Qualified electronic signature (QES) | ~14 |
| Total for self-filing (electronic) | ~55–60 |
| Legal fees (if using a lawyer) | 60–140 |
| Total with a lawyer | ~115–200 |
Request a quote from Innovires Legal for OOD registration. You will receive full support, including a partnership agreement tailored to your specific situation.
Rights and obligations of partners
Rights of partners (Art. 123 of the Commercial Act)
Right to a share of profits (dividend). Profits are distributed proportionally to share participation, unless the partnership agreement provides otherwise.
Right to a liquidation share. Upon termination, each partner receives a proportional part of the remaining assets after satisfying creditors.
Right to participate in management. Each partner may attend the general meeting, be informed about activities, and review the company's books.
Right to vote. Each partner votes proportionally to their share participation.
Right to information. A partner may at any time review the company's books and documents.
Obligations of partners (Art. 124 of the Commercial Act)
Obligation to make contributions. Each partner must make their share contribution in the agreed amount and timeframe.
Obligation for additional cash contributions. The general meeting may require additional contributions if necessary (Art. 134 of the Commercial Act).
Non-compete obligation. A partner may not, without consent, enter into transactions within the company's scope of business (Art. 124, para. 2).
Obligation of loyalty and cooperation. Court practice accepts that partners owe loyalty to the company and mutual cooperation.
How to admit and remove partners
Admitting a new partner
A new partner is admitted by resolution of the general meeting with a majority of more than 3/4 of the capital.
- Written application from the candidate for admission
- General meeting resolution (recorded in minutes)
- Amendment of the partnership agreement (if necessary)
- Filing the change with the Commercial Register (Application Form B1)
Voluntary exit (Art. 125 of the Commercial Act)
Any partner may voluntarily exit by providing written notice at least 3 months before the date of departure. The company owes the departing partner the value of their shares.
Exclusion of a partner (Art. 126 of the Commercial Act)
The general meeting may exclude a partner on the following grounds:
- Failure to make the required contribution — after a warning
- Failure to comply with general meeting resolutions — after a warning
- Acting against the interests of the company — after a warning
- Breach of the non-compete obligation
Warning: Exclusion of a partner is a last resort and is frequently challenged in court. Strictly follow the procedure for warning and setting deadlines.
Share transfer (Art. 129 of the Commercial Act)
Transfer between partners. Free. General Meeting approval is not required. The transfer agreement must bear notarized signatures.
Transfer to a third party. Requires a General Meeting resolution with a 3/4 majority and a transfer agreement with notarized signatures and content.
Decision-making in an OOD
The general meeting is the supreme governing body. All partners participate with voting rights proportional to their share participation.
| Type of decision | Required majority |
|---|---|
| Amendment of the partnership agreement | More than 3/4 of the capital |
| Admission and exclusion of a partner | More than 3/4 of the capital |
| Transfer of shares to third parties | More than 3/4 of the capital |
| Conversion and termination | More than 3/4 of the capital |
| All other decisions | More than 1/2 of the capital |
Practical tips:
- Document every meeting with minutes signed by all partners present
- Include a provision for written (non-present) decision-making — Art. 139 of the Commercial Act allows this
- With equal shares (50/50), include a deadlock resolution mechanism
- Maintain a book of general meeting minutes
Frequently asked questions
Conclusion
OOD registration is a process that can be completed in days, but the partnership agreement defines the rules of the partnership for years to come. The technical steps are standard and straightforward. The harder part is structuring the relationship between partners in a way that prevents conflicts and ensures sustainable business development.
Invest sufficient time in the partnership agreement. Discuss openly the questions of profit distribution, exit conditions, share transfer restrictions, and dispute resolution mechanisms.
If you need legal assistance with OOD registration or drafting a partnership agreement, the Innovires Legal team is at your service. Contact us for a free initial consultation.
This article was published on 23.03.2026 and reflects the legislation in force as of that date. The article is for informational purposes only and does not constitute legal advice. For specific cases, an individual consultation with a lawyer is required.
Need assistance?
The Innovires team can help you with OOD registration — from drafting the partnership agreement to entry in the Commercial Register.