The Law on commercial companies governs merger operations in Romania.
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.
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.
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.
Buying an existing company, with an already established structure, can be a good way of expanding your business.
Company mergers must be reported to the Consiliul Concurenţei (Competition Council) by each of the parties involved.
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).