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Mergers - Romania

Updated 04.2010

Legal requirements

The Law on commercial companies governs merger operations in Romania.

  • Law on commercial companies pdf [686 KB] română

Types of merger

Mergers between companies can be achieved by one of the following methods:

  • by absorption of one or more companies;
  • by amalgamation of two or more companies.

Merger conditions

Companies that merge are obliged to draw up a financial statement when the merger occurs, and also to evaluate their assets and liabilities.

Companies taking part in a merger must draw up a merger plan which will include several components, including:

  • the types, names and headquarters of the companies taking part in the merger;
  • the basis and conditions of the merger;
  • the conditions for allocating shares.

The merger plan, which must be endorsed by the appointed judge, must be submitted to the Trade Register office and published in the Official Gazette.

  • Company mergers - Law on commercial companies pdf [686 KB] română

In the event of a cross-border merger, the companies taking part in the merger must draw up a joint merger plan which will be submitted to the Trade Register office where the Romanian companies or European companies with headquarters in Romania are registered. After it has been endorsed by the appointed judge, the joint merger plan will be published in the Official Gazette.

  • Cross-border mergers - Law on commercial companies pdf [686 KB] română

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Administrative procedures

Notification

Company mergers must be reported to the Consiliul Concurenţei (Competition Council) by each of the parties involved.        

Registration

Information about the documents required for the fiscal registration of a company set up via a merger, as well as for registering it in the Trade Register, is available on the website of the Oficiul Național al Registrului Comerțului, ONRC (National Trade Register Office).

  • ONRC română Online government service
  • Mergers by transferring equity to another existing company pdf [167 KB] română Online government service
  • Mergers by transferring equity to a company being set up pdf [179 KB] română Online government service
  • Cross-border mergers pdf [180 KB] română Online government service

Check also the legislation on this topic in:

  • References

    Legal texts

    • Law no 31 of 16 November 1990 on commercial companies, republished in the Official Gazette no 1066/17.11.2004, as amended română
    • Law no 26 of 05 November 1990 on the Trade Register, republished in the Official Gazette no 49/04.02.1998, as amended română
    • Emergency Government Ordinance no 52 of 28 August 1997 on the legal framework for franchising, republished in the Official Gazette no 180/14.05.1998 română

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Further help

The Camera de Comerț și Industrie a României (Chamber of Commerce and Industry of Romania) provides advice and assistance relating to the formalities for merging companies.

  • Chamber of Commerce of Romania română