Business and Assets Acquisitions in Romania 2025: Regulations, risks, and essential steps

The acquisition process and business transfers in Romania has become increasingly complex and sophisticated, governed by an integrated legal framework derived from Law 31/1990, European directives, and fiscal, accounting, and competition regulations. European directives, and fiscal, accounting, and competition regulations. Whether it involves selling a business, buying a business, asset transfer, or transfer of shares, the parties involved must follow precise steps of verification, publicity, and authorization to ensure legal compliance and protection of all stakeholders. M&A due diligence remains a crucial stage in the acquisition process, ensuring identification of litigation, debts, and hidden tax obligations, providing the business acquisition lawyer with a complete picture of the target entity’s legal and economic structure.

When aiming to acquire a distressed business, a preventive concordat represents a valuable reorganization tool, allowing continued economic activity in a legally protected and transparent framework. Through a preventive concordat, the acquisitions lawyer gains an orderly structure to rebalance liabilities, while creditors actively participate in the recovery process, avoiding bankruptcy. Similarly, in cross-border business transfers, the M&A framework becomes more complex, integrating requirements regarding creditor protection, recognition of legal effects across jurisdictions, reciprocal tax obligations, and European corporate law compliance. Due diligence in mergers and acquisitions is essential to ensure legal certainty and strategic efficiency in these operations.

Additionally, acquisitions lawyer expertise in public procurement is indispensable for operators participating in tenders, partnerships, or public concessions. A professional public procurement advisory ensures transparency, fair competition, and compliance with EU directives, reinforcing the business environment. Overall, M&A due diligence and professional guidance align Romanian business transfers with European corporate governance standards, balancing creditor protection, investor efficiency, and legal certainty. Through due diligence in mergers and acquisitions, well-drafted contracts, and careful fiscal and legal planning, company incorporation, transfer of shares, or corporate reorganization can be conducted efficiently, transparently, and sustainably, fostering stable and competitive economic activity.

In this context, Pavel, Mărgărit & Associates Romanian Law Firm can assist in managing all stages of business transfers, including company incorporation, whether selling a business, buying a business, asset transfer, or transfer of shares, including implementing cross-border projects or integrating a preventive concordat procedure. Our team provides both public and private advisory, ensuring all transactions comply with Law 31/1990 and applicable fiscal and accounting regulations, making M&A due diligence and the acquisitions lawyer role integral to safe and effective business transfers.

Acquisitions in Romania: Applicable Legal Framework and Buyer Obligations

In Romania, the acquisition process is governed by a complex legislative framework, based on Law 31/1990 regarding companies, the Civil Code, and fiscal and competition legislation. Whether it involves selling a business, buying a business, asset transfer, or transfer of shares, these operations must comply with rules regarding creditor protection, legal publicity, and transaction transparency. Within the due diligence in mergers and acquisitions, the buyer is obliged to assess the legal and financial structure of the targeted company, including compliance with Law 31/1990, accounting standards, and outstanding tax obligations. Authorities, such as the Trade Registry Office and the National Agency for Fiscal Administration (NAFA), frequently review business transfers to prevent fraud or fiscal evasion, especially for transactions involving significant economic activity.

In any acquisition, due diligence in mergers and acquisitions is essential. This entails a detailed review of all components involved in the asset transfer, contracts, financial commitments, and accounting reports. In the context of selling a business, the buyer must identify hidden risks that could impact transaction value and determine a fair price based on the company’s economic performance. Verification of compliance with Law 31/1990 is mandatory to ensure shareholders have legally approved the transfer of shares or integration of assets within another legal entity. When a company in distress relies on a preventive concordat, the business acquisition lawyer must exercise caution as liabilities may transfer implicitly. The support of an experienced acquisitions lawyer is indispensable for evaluating legal, fiscal, and administrative obligations effectively.

After negotiations, contract signing, and transaction completion, the buyer must complete all administrative formalities, including registration with the Trade Registry, amendment of articles of association, declaration of the asset transfer, and fiscal notifications, per Law 31/1990. In international or complex business transfers, such as cross-border M&A in Romania, European legislation imposes additional transparency, competition, and employee protection requirements. The buyer must integrate new assets into operations efficiently and in compliance with regulations. A professionally managed selling a business process also requires fiscal analysis, adjustment of net assets, and accounting registration, fully aligned with current legal and accounting standards.

Acquiring a Distressed Business: The Role of Preventive Concordat

For companies facing financial difficulties, the preventive concordat is a highly effective legal instrument for protection and restructuring before selling a business. Under Law 31/1990 and Law 85/2014, a preventive concordat enables the debtor to negotiate a reorganization plan with creditors while temporarily suspending enforcement actions. During this phase, the business acquisition lawyer can assess liabilities, outstanding obligations, and business viability in a controlled legal environment. A well-executed preventive concordat can provide strategic advantages in business transfers, allowing a clean business saleprocess with reduced risk and a clearly defined asset transfer.

Implementing a preventive concordat requires careful coordination between the buyer, debtor, and creditors, under court supervision and with the administrator. Agreements must be approved by the general assembly and confirmed by the court to be enforceable against third parties. The acquisitions lawyer, assisted by a specialized team, ensures the legality of agreements, the sustainability of the reorganization plan, clarity of claims, and effectiveness of guarantees. Compliance with Law 31/1990 is essential to prevent challenges by creditors or other stakeholders. In transactions involving transfer of shares or asset transfer, the buyer must remain vigilant about hidden debts, pending litigation, and real guarantees on company assets.

A properly executed preventive concordat can serve as a legal lever for economic recovery, allowing the buyer to acquire a clean company structure with controlled liabilities and rehabilitated operations. Cross-border business transfers can benefit from the same principles, adapted to European insolvency law and creditor protection. Applying the legal framework correctly, supported by a skilled acquisitions lawyer, ensures that acquiring a distressed company is a sustainable, transparent operation aligned with the buyer’s strategic objectives.

Asset Transfer and Legal Implications in Business Operations

Asset transfer represents one of the most common methods of business transfers in Romania, offering legal flexibility and efficiency within corporate transactions. Through asset transfer, a company can cede, fully or partially, tangible and intangible assets (land, equipment, trademarks, licenses, clients, contracts, or know-how) without dissolving the transferring entity. Under Law 31/1990, this operation must be documented in a precise contract of asset acquisition, specifying the assets transferred, transaction value, terms, and payment method. Within M&A due diligence in Romania, the business acquisition lawyer ensures that the asset transfer aligns strategically with portfolio restructuring and financial optimization while maintaining continuous operations.

From a fiscal perspective, selling a business or asset transfer must comply with VAT, depreciation, and corporate income tax regulations to avoid reclassification or double taxation risks. Procedurally, implementing an asset transfer requires an independent valuation report, creditor notification, and clarification of ownership rights over the involved assets. Complex business transfers involve submission of documentation to the Trade Registry for significant patrimonial modifications. The acquisitions lawyer ensures contracts include warranties for hidden liabilities, indemnity clauses, and post-transaction adjustments, protecting both parties legally.

In cross-border projects, European regulations on free capital movement and creditor protection may apply, necessitating specialized business acquisition lawyer support. Buyers must verify that asset transfer aligns with existing licenses, permits, or concession contracts to prevent operational interruptions. Strategically, asset transfer strengthens the buyer’s commercial position and is frequently combined with transfer of shares or selling a business in complex M&A due diligence in Romania, creating efficient legal and fiscal structures. After a preventive concordat, asset transfer preserves viable business segments, avoiding full insolvency.

Internationally, cross-border business transfers involving asset transfer must harmonize regulations across jurisdictions, complying with Law 31/1990 and European directives on corporate mobility. In conclusion, asset transfer is a fundamental operation for modern companies, which, when managed with rigor and guided by an experienced business acquisition lawyer, ensures a secure, efficient, and legally compliant transaction.

Cross-Border Acquisitions: Legal Considerations in International Projects

In a globalized economy, cross-border business transfers are essential for expanding Romanian and international companies. When the transaction involves entities from other EU member states or outside the EU, it becomes a cross-border project requiring coordination of multiple legal frameworks, fiscal compliance, and adherence to Law 31/1990. Such projects raise challenges regarding free movement of capital, application of double taxation treaties, and European investor protection. The business acquisition lawyer must assess the impact of selling a business, asset transfer, company incorporation or transfer of shares on the buyer’s legal and fiscal structure, particularly across jurisdictions. Comprehensive M&A due diligence is required to analyze legal risks, accounting compatibility, and competition rules.

During the preparation phase, due diligence in mergers and acquisitions expands to evaluate corporate law, taxation, environmental, labor, intellectual property, and data protection regulations. Cross-border business transfers require complex contracts with governing law clauses, international arbitration, and dispute resolution provisions. Acquisitions lawyer oversight ensures that asset transfer or transfer of shares may obtain prior approvals from competition authorities or tax institutions if needed. If the acquired company is under reorganization, integrating a preventive concordat ensures stability of liabilities and creditor protection. Compliance with Law 31/1990 remains crucial for valid amendments to the articles of association and registration in relevant Trade Registries.

Strategically, cross-border business transfers can combine due diligence in mergers and acquisitions operations, company incorporation or company division to optimize group structure and reduce fiscal risks. Implementation often requires specialized acquisitions lawyer support for compliance and reporting in each jurisdiction. Additionally, asset transfer executed internationally must respect registration, notification, and guarantee procedures to protect operational stability. Success depends on a robust legal strategy, international coordination, detailed M&A due diligence, and full compliance with Law 31/1990, ensuring safe, profitable, and sustainable business transfers, including selling a business, buying a business, transfer of shares, and asset transfer.

Transfer of Shares: Provisions under Law 31/1990

Transfer of shares is one of the most commonly used legal mechanisms for business transfers in Romania, allowing a company to change its ownership structure without directly affecting assets or operations. Under Law 31/1990, any transfer of shares must strictly comply with the articles of association, including preemptive rights of existing shareholders and approval by the general assembly. If the articles do not stipulate otherwise, a majority vote is required to validate the transaction. Legally, transfer of shares is an efficient alternative to selling a business or asset transfer, allowing ownership change without dissolving or reorganizing the company. In M&A in Romania, this mechanism provides a simplified method of control transfer while ensuring continuous business operations.

The legal procedure for transfer of shares involves valuation, negotiation, drafting the assignment deed, and registration with the Trade Registry in accordance with Law 31/1990. Prior to signing, comprehensive M&A due diligence must be performed to assess legal and financial status, ongoing litigation, debts, and guarantees. The business acquisition lawyer ensures compliance with legal or contractual restrictions, such as prior shareholder consent or internal offer obligations. After approval, amendments to the articles of association are published and enforceable against third parties. In complex cross-border business transfers, transfer of shares may require additional notifications and compliance with international due diligence in mergers and acquisitions regulations.

Strategically, transfer of shares can combine with selling a business, asset transfer, company division, or preventive concordat depending on the purpose and complexity of the transaction. This acquisition method is often used for capital restructuring, attracting investors, or reorganizing corporate groups in cross-border projects. Supported by expert acquisitions lawyer advice, transfer of shares ensures legal compliance, mitigates nullity risks, and strengthens business continuity. Through careful planning and multidisciplinary legal support, business transfers involving transfer of shares promote stability, profitability, and sustainable development in Romania and internationally, including buying a business and asset transfer operations.

Public Procurement Advisory: Steps, Documentation, and Best Practices

Public procurement advisory is crucial for the proper and transparent execution of business transfers, particularly when involving public funds, EU projects, or public-private partnerships. A specialized acquisitions lawyer ensures understanding of legal provisions, European regulations, and procedures applicable to contracting authorities. During preparation, the business acquisition lawyer ensures compliance of tender documentation, including specifications, forms, and additional materials, aligning with objectives related to continuous business operations. Effective public procurement advisory reduces risks of disputes and exclusions, promoting fair competition and transparency.

In the implementation stage, public procurement advisory includes legal and technical support in evaluating offers, interpreting award criteria, negotiating contracts, and verifying economic and financial compliance. The acquisitions lawyer ensures adherence to principles of legality, equal treatment, and economic efficiency, providing support for appeals before the National Council for Solving Complaints (CNSC) or courts. Many public procurement projects involve asset transfer, selling a business, or transfer of shares, requiring integration with Law 31/1990 for corporate compliance. Comprehensive advisory integrates procurement law, corporate law, and taxation, providing a proactive approach to due diligence in mergers and acquisitions and business transfers.

At the final stage, the business acquisition lawyer integrates procurement outcomes into the operational framework, preventing non-compliance risks or sanctions. In cross-border projects, public procurement advisory must extend to partner-state legislation, ensuring mutual recognition of procedures and fiscal compliance. Expert guidance can optimize structures through due diligence in mergers and acquisitions in Romania, preventive concordat, or asset transfer, enhancing business efficiency and resource consolidation. Multidisciplinary advisory transforms public procurement into a strategic tool for sustainable business transfers and protection of economic interests, including buying a business and selling a business.

Thus, executing business transfers in Romania requires a rigorous approach anchored in Law 31/1990 and modern corporate governance principles. Whether selling a business, asset transfer, transfer of shares, company incorporation, buying a business, mergers, or full or partial company division, success depends on comprehensive M&A due diligence, evaluation of risks, and strict compliance with legal procedures ensuring transparency and creditor protection. Cross-border projects demand integration of legal and fiscal expertise across jurisdictions, with involvement of specialized acquisitions lawyer and business acquisition lawyer teams to guarantee safe, compliant, and efficient business transfers.

A well-planned M&A in Romania process, grounded in technical verification, clear contract of asset acquisition, contract of sale, transfer of shares, and professional advisory, strengthens the business environment, enhances investments, and develops sustainable economic activity in Romania and Europe. Applying rigorous due diligence in mergers and acquisitions ensures long-term stability, profitability, and success in business transfers, including selling a business, company incorporation, transfer of shares, and related corporate acquisition operations, all under expert guidance of acquisitions lawyer and business acquisition lawyer services.

Pavel, Margarit and Associates Law Firm is one of the top law firms in Romania, providing high-quality legal services. The firm’s clients include multinational and domestic companies of great magnitude. In 2025, the law firm’s success stories brought it international recognition from the most prestigious international guides and publications in the field. As a result, Pavel, Margarit and Associates Law Firm ranked 3rd in Romania in the Legal 500’s ranking of business law firms with the most relevant expertise. The law firm is internationally recognized by the IFLR 1000 Financial and Corporate 2025 guide. Additionally, Pavel, Margarit and Associates Law Firm is the only law firm in Romania recommended by the international director of Global Law Experts in London in the Dispute Resolution practice area. All relevant information about Pavel, Margarit and Associates Law Firm can be found on the website www.avocatpavel.com.