Cross-border conversion in Romania
International lawyer in Romania. Company disolving in Romania
Cross-border conversion in Romania is the operation through which a company changes its legal form under which it is registered in the Trade Register of the state where it was initially located, called the departure state, into a legal form of a company regulated by the legislation of another member state, called the destination state. The entire operation takes place without the respective company being subject to a process of dissolution in Romania or entering into liquidation. As a result of this operation, a company transfers at least its registered office to the destination state while maintaining its legal personality, which is one of the essential characteristics of this type of cross-border project in Romania. Unlike dissolution in Romania or liquidation, in case of conversion, the company continues to exist but under a new jurisdiction.
In other words, cross-border conversion in Romania is an option available to companies that wish to relocate to another EU member state without losing their legal personality or having to renegotiate their commercial contracts.
The Romanian Law Firm Pavel, Mărgărit and Associates emphasizes the importance of collaborating with an international lawyer in Romania or a corporate lawyer in Romania to ensure legal and tax consultancy so that you choose the most advantageous jurisdiction and legal form while complying with international legislation to avoid legal issues in the new state. A professional specialized in corporate m&a lawyer in Romania or business acquisition attorney in Romania can also assist with drafting and reviewing the necessary documents, such as the articles of incorporation, the transformation project, transfer agreements, or other documents required for the Trade Register.
The cross-border in Romania transformation is a legal procedure that allows a company to relocate its operations to another EU state without undergoing dissolving in Romania and liquidation. This process helps businesses continue their activities seamlessly while complying with both local and international regulations.
An acquisition lawyer in Romania plays a crucial role in ensuring the legal accuracy of the transformation, guiding companies through compliance, tax optimization, and administrative formalities. Without proper legal assistance, businesses might face unnecessary risks, including financial losses or disputes with creditors.
By avoiding dissolving in Romania, companies can restructure efficiently and benefit from a more favorable business environment. Consulting an acquisition lawyer in Romania ensures that all procedural and legal aspects are handled professionally, making the transformation smooth and risk-free.
Corporate M&A lawyer in Romania. Cross-border in Romania
The first stage of the procedure is represented by the drafting of the conversion project, which must include, among other things, the legal form of the company, the company name, and the registered office of the company subject to conversion; the legal form of the company, the company name, and the registered office of the transformed company in the destination state; the indicative timetable proposed for the cross-border in Romania conversion; the rights granted by the transformed company to holders of shares, equity in Romania, or other securities representing the share capital that confer special rights in the company being transformed or the proposed measures regarding them; any guarantees granted to creditors, such as real and/or personal guarantees; any special advantages granted to administrators, directors, or, as the case may be, members of the supervisory board or the directorate; the price of shares, equity in Romania, or other securities representing the share capital of the associates, in the event they exercise their right of withdrawal from the company; the implications of the cross border in Romania conversion on the workforce; information regarding the procedures for determining employee participation and other ways of involving them in the transformed company, if applicable. An international lawyer in Romania or a corporate lawyer in Romania can explain in detail each aspect that must be included in the conversion project for it to be feasible. The Romanian Law Firm Pavel Mărgărit and Associates has extensive experience in business law, allowing it to provide a complete legal analysis on continuing operations without interruptions and ways to optimize tax and administrative matters. Furthermore, a detailed legal analysis conducted by a corporate m&a lawyer in Romania or a corporate lawyer in Romania will also take into account the risks involved in a cross border in Romania project, such as compliance issues with local legislation, potential challenges from creditors or authorities, or the high costs of carrying out the operation.
Don’t go through these challenges alone. Contact us today for expert support tailored to your needs.
Business acquisition attorney in Romania. Equity in Romania
Along with the transformation project, the company also prepares two reports addressed to shareholders/associates and employees, explaining the methods and conditions under which the transformation will take place. In some cases, it is necessary for an independent expert to examine the reports and the transformation project to verify their legality and accuracy. The documents must be made available to the public so that entitled persons have the opportunity to submit observations regarding them. The general meeting approves the cross-border in Romania transformation and submits the relevant documents to the competent authority in the departure state.
For one month, the authority verifies compliance with legislation, the solvency of the company, and the existence of a possible abuse of rights. If there are no objections, the preliminarycertificate of transformation is issued. If there are suspicions that the procedure is being carried out in violation of legal provisions, an additional analysis is conducted, and if illegalities are proven, the preliminary certificate cannot be issued. After final approval, the preliminary certificate is sent to the authority in the destination member state, which verifies the application of national legislation regarding the establishment of companies and employee participation.
As the final stage of the cross border in Romania transformation process, the company is registered in the new state and removed from the original one, making the conversion effective.
Among the documents submitted to the Trade Register are the registration application, the conversion project, the prepared financial statements, the articles of incorporation of the transformed company, the notification informing associates, creditors, and employees, the sworn statement of the administrators or, as the case may be, of the members of the directorate, and proof of the authorization of the designated person to carry out the legal formalities, in case the procedure is carried out with the assistance of a corporate lawyer in Romania or a business acquisition attorney in Romania.
Therefore, the cross border in Romania conversion operation is a legal tool through which a company can avoid dissolution in Romania and liquidation procedures by relocating its activity to another EU state. The Romanian Law Firm Pavel, Mărgărit and Associates provides high-standard legal services in various practice areas, including those related to cross border in Romania transformation, with our team demonstrating a comprehensive understanding of regulations regarding cross border in Romania projects and business law, offering clear and efficient legal solutions to all clients who have sought the services of a corporate lawyer in Romania or an acquisition lawyer in Romania.
Articles from the practice area
Causes, risks and impact on the business environment in the context of the financial crisis in Romania The deterioration of payment discipline represents one of the current challenges facing the Romanian business environment, with direct effects on liquidity, contractual stability and the continuity of commercial activities. Recent economic analyses indicate that the final months of […]
Cross-border insolvency and secondary proceedings: The European legal framework and conditions of admissibility in Romania The constant evolution of international trade and the dynamics of financial markets require rigorous cooperation between judicial authorities in order to protect commercial relations, the legal framework being essentially defined by Regulation (EU) No. 848/2015 on insolvency proceedings. This European […]
How the new amendments protect buyers: Obligations and responsibilities of real estate developers The entry into force of Law no. 207/2025, commonly referred to as the “Nordis Law”, represents one of the most significant legislative reforms in the field of real estate law practice in recent years, fundamentally changing the manner in which buyers of […]
How to protect your business in Romania during and after an NAFA tax audit: Legal Assistance, Appeals, and Suspension of enforcement NAFA audits represent a frequent reality in the Romanian business environment, and the administrative fiscal acts issued following these controls—such as a tax assessment or any other tax decision—may have a significant impact on […]
Contesting enforcement and enforcement orders in Romania: Steps to protect your rights In Romania, enforcement and enforcement proceedings play a crucial role in ensuring compliance with court decisions and financial obligations. When a debt collection process escalates to forced execution, understanding your rights becomes vital. If you receive a demand for payment from a bailiff […]
Civil tort liability in the context of urban explosions and accidents in Romania Tort liability represents the legal institution through which a person is obliged to repair the damage caused by an unlawful act committed with fault, pursuant to Articles 1349–1395 of the Romanian Civil Code. It is one of the fundamental forms of civil […]
Civil lawyer in Romania. Key steps to navigate a court procedure A civil lawyer in Romania plays a crucial role in guiding clients through the complex stages of the debt recovery procedure and the enforcement procedure of a writ of execution. In Romanian civil law, the process of debt recovery often involves multiple legal mechanisms, […]
On the Romanian real estate market, the growing volume of transactions and their increasing legal complexity make the assistance of real estate lawyers from a professional real estate law firm indispensable. Before any acquisition, a meticulous review of the documents recorded in the land registry is essential to identify potential encumbrances, mortgages, pending property disputes, […]
The Magistrates’ Strike and Its Impact on Divorce and Property Division Cases in Romania – What Litigants in Romania Need to Know The magistrates’ strike in Romania has generated an unprecedented blockage in the activity of the courts, directly affecting thousands of divorces, procedures of divorce partition, property divisions, and other civil cases. The suspension […]
Civil lawyer. Key steps to navigate a court procedure When dealing with civil litigation, the role of a civil lawyer becomes central in protecting your rights and guiding you through the legal system. A civil lawyer is trained to handle civil disputes, including real estate disputes, employment disputes, and cases involving civil liability. Without the […]
Legal consultation online. Benefits of quick access to specialized lawyers in Romania Legal consultation online has become one of the most requested solutions in Romania. A lawyer in Romania can now provide rapid and efficient legal assistance, while clients save both time and resources. Many Romanian lawyers working within a law firm or a modern […]
Justice in Romania on hold: Postponed hearings, blocked files, and legal solutions for citizens in Romania The magistrates’ strike in Romania has led to a temporary suspension of judicial activity in many courts, causing numerous court cases to be postponed and hearing dates to be rescheduled. This situation directly affects citizens and companies who depend […]