When a new shareholder makes an acquisition of shares in a company in Romania, he becomes the shareholder of the company by the transfer of shares. The new shareholder has a participation to the benefits and loses of the company, in the same measures it contributes to the share capital. After the SPA (Sale and Purchase Agreement of shares) is concluded, and the transfer of shares is registered with the Romanian Trade Registry, the new shareholder has the rights and limitations according to the statute, the memorandum of understanding, the memorandum of association, the shareholders agreement, and according to the provisions of the Sale and Purchase Agreement of Shares in Romania. A Romanian lawyer specialized in corporate, commercial law, mergers and acquisitions, can draft the Sale and Purchase of shares Agreement in Romania by advising the Client with the possible risks and benefits, according to Romanian lawyers, specialized in corporate, commercial law, mergers and acquisitions from Pavel, Mărgărit & Associates Romanian Law Firm.
Thus, Romanian companies may at any time change the shareholders structure by the decision of the general assembly of the shareholders or the decision of the sole shareholder. This change must be registered with the Romanian Trade Registry. The sale-purchase agreement of shares or the transfer of shares may be concluded with a shareholder in the company, or with a third party.
Usually the Romanian memorandum of association provides that the assignment of shares to third parties can only be done in compliance with the pre-emption right of other shareholder in the purchase of shares. If the assignment is made to third parties, its registration with the Romanian Trade Registry involves two stages.
In the first stage, the decision of the general assembly of the shareholders is filed for publication in the Romanian Official Gazette. From the date of publication, a 30-day period is to be expected during which any interested person can make an opposition. If there is no opposition, you can move on to the second stage. If oppositions are formulated, they will be settled in court, and until a final judgment is passed, the registration procedure with the Romanian Trade Registry is suspended. Documents required for the first stage of the transfer of shares:1. Application for registration;2. The decision of the general meeting of the shareholders / the decision of the sole shareholer,3. Where appropriate, empowerment of designated persons to carry out legal formalities;4. Evidence of payment of the legal tariff.
Acts required for Stage Two:1. Application for registration;2. Decision of the general assembly of the shareholder / decision of the sole shareholder);3. The Founding Act;4. The share assignment contract;5. The identity documents of the natural persons and, where appropriate, the registration certificates of the legal entities acquiring the capacity of shareholders;6. Statements made on own responsibility by the sole / new shareholder who have acquired shares / new directors to show that they meet the legal conditions for holding these qualities;7. As the case may be, the authenticated declaration on the sole responsibility of the natural person foreign national in his / her own name or as a representative of the foreign legal person not registered in Romania;8. The certificate from the register in which the foreign legal person is registered, certifying its existence;9. If applicable:• the decision to reject the opposition;• the act of transmission in the form required by the law for the donation contract, in the case of the donation of the social parts / parties of interest;• empowerment for persons designated to carry out legal (original) formalities;10. Evidence of payment of the legal tariff.
A transfer of shares in Romania involves important changes for the company concerned in the future, even if we talk about a large or a small company, a large or a small transaction. In addition, the procedure is, as you can see, rather complicated and involves a rather complex documentation. A Romanian lawyer specialized in corporate, commercial Law, mergers & acquisition, can provide not only the necessary advice but can also deal with drafting the necessary documentation and the preparation of the file that will be submitted with the Romanian Trade Registry. With the help of a specialized lawyer in Romania, the bureaucratic procedure will be completed as soon as possible, according Pavel, Mărgărit & Associates Romanian Law Firm.
Pavel, Mărgărit & Associates Romanian Law Firm is one of the top law firms in Romania, which offers legal services at the highest quality, beyond client’s expectations. The Law Firm approaches the cases with maximum professionalism and dedication. It’s ultimate goal is obtaining exceptional results and achieving the client’s objectives, in a time efficient manner. Among Pavel, Mărgărit & Associates clients are top multinationals and local companies. In 2018, the success stories of the Romanian Law Firm have brought recognition of the most prestigious international guides and publications. Thus, Pavel, Mărgărit & Associates Romanian Law Firm ranked second place in Romania in the rankings of business law firms with the most relevant expertise this year, realised by the Legal 500 publication, the most prestigious guide for law firms in the world, based in London, UK. The law firm is also recognized internationally by IFLR 1000 Financial and Corporate Guide 2018. Pavel, Mărgărit & Associates Romanian Law Firm is also the only law firm in Romania recommended by the Global Law Experts Director in London in the Dispute Resolution area of Practice. All the relevant information regarding Pavel, Mărgărit & Associates Romanian Law Firm including areas of practice and the most important deals can be found on the website www.avocatpavel.com, which is one of the most complex law firm websites in Romania.