The Law on commercial companies establishes the general framework under which companies operate in Romania. It covers the acquisition of shares from other companies, takeovers of firms by other firms, and mergers of two or more firms to form a single new company. The procedures for acquiring a company are governed by the Law on joint stock companies (JSCs) and limited liability companies (LLCs).
Types of takeovers
During acquisition, company shares are purchased from a sole shareholder (in the case of limited liability companies) or shareholders (of whom at least five are required in the case of joint stock companies).
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
During acquisition, it is recommended that you enter into a contract with the associates/shareholders of the company you intend to take over. Although this step is not compulsory, it provides a safety net when taking over a company at a predetermined price, if the conditions stipulated in the contract are met.
Most often, bilateral agreements (two-way pledges to sell and buy) are entered into. Contracts can also take the form of a unilateral undertaking by the transferor to sell their shares in a company, accompanied by the consent of the potential buyer to purchase them.
There are no further procedures or regulations to follow when acquiring shares in a joint stock company (SA) other than those stated in the company's articles of association. Taking over a limited liability company (SRL) requires the prior consent of the General Meeting of Shareholders, since shares cannot be transferred directly.
The following documents are necessary:
- a transfer agreement setting out the rights and obligations of the transferors and transferees;
- affidavits from the sole/new shareholder(s);
- tax offence certificates for the new shareholders.
If the takeover is accompanied by an increase in the share capital, the amendment must be registered in the Trade Register.
The following are subject to change after a takeover:
- company name;
- the legal form of the company;
- area of activity according to the CAEN Code (National Industrial Classification System);
- location of the headquarters.