Corporate
Law in Romania

We fully assist the incorporation process: comparative analysis of legal forms (LLC, joint-stock company, general/limited partnership) in terms of liability, taxation and flexibility, drafting the articles of association with customised clauses (qualified majority, pre-emption clauses, transfer restrictions), registration with the Trade Registry and obtaining the tax identification number, opening bank accounts and setting up the registered office, obtaining specific permits (operating permits, fire-safety clearances, sanitary and environmental permits), registration with the tax authorities and obtaining the tax registration certificate, and implementing the mandatory registers (shareholders’ register, ultimate-beneficial-owner register).

We build robust governance frameworks: drafting internal organisation and operating regulations, implementing decision-making procedures (ordinary/extraordinary general meetings, sole-shareholder decisions, board/directorate resolutions), drafting management mandates and management agreements, implementing advisory committees (audit committee, remuneration committee, risk committee), conflict-of-interest and related-party transaction policies, procedures for delegating authority and powers of attorney, reporting and transparency mechanisms, and implementing governance standards for listed companies or those pursuing a listing.

We handle any corporate-change operation: share capital increases (in cash, in kind, through the capitalisation of reserves or share premiums), capital reductions (by reducing the number/value of shares, or through shareholder withdrawal or exclusion), transfers of shares with drafting of the relevant agreements and amending documents, conversions of legal form (LLC to joint-stock company and vice versa), relocation of the registered office (including cross-border relocations under the EU Cross-Border Conversions Directive), mergers and demergers (full and partial) with due diligence, the merger plan and the full Trade Registry procedure.

We draft and negotiate sophisticated commercial agreements: framework supply agreements with price-adjustment mechanisms (indexation, benchmarking), exclusive/selective distribution agreements compliant with EU competition rules (Block Exemption Regulation), franchise agreements with a pre-contractual disclosure document, joint-venture and consortium agreements, technology and software licensing agreements (SaaS, on-premise, OEM), NDAs and non-compete/non-solicit agreements, outsourcing agreements, and specific clauses: force majeure, hardship, limitation of liability, penalties, arbitration.

We represent clients before all relevant authorities: Trade Registry procedures (registrations, amendments, deregistrations, publications), assistance during tax-authority inspections (preparing documentation, support throughout the audit, challenging administrative-tax acts), representation before the Competition Council (concentration notifications, investigations into anti-competitive practices), procedures before sector regulators (the National Bank of Romania, the Financial Supervisory Authority, ANRE, ANCOM, the Consumer Protection Authority), obtaining and renewing permits and licences, and challenging administrative acts in administrative litigation.

We manage complex restructuring processes: mergers and absorptions (including cross-border mergers under EU Directive 2019/2121), full and partial demergers with allocation of assets and liabilities, spin-offs of business lines or departments, conversions of legal form with legal continuity, voluntary dissolution and liquidation (simplified and standard procedures), insolvency proceedings (judicial reorganisation vs. bankruptcy), preventive composition as an alternative to insolvency, and stakeholder management throughout the process (employees, creditors, business partners, authorities).