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
Intellectual property litigation has surged in Romania and across Europe, driven by the growth of digital markets, cross-border commerce and intensifying competition. Registered trademarks and trademark registration strategies are no longer merely formalities: they are essential business assets. Business owners who register trademark rights and who coordinate filings with bodies such as the EUIPO and […]
The process of divorce procedure and the division of co-ownership raises numerous legal and emotional challenges, making it essential for the parties to be well-advised. Choosing correctly between a court-based divorce procedure and an amicable route at a notary depends on the level of conflict between spouses, their willingness to cooperate, and the complexity of […]
The process of restitution of nationalized or abusively taken properties by the state is carried out through the National Authority for Restitution of Properties (ANRP) and through CNCI (National Commission for Property Compensation), in accordance with the provisions of Law 165/2013 regarding the measures for the finalization of the restitution process, either in kind or […]
Civil liability in Romania and tort liability are the legal framework through which damages are compensated in both contractual and extra-contractual relations. A clear differentiation between contractual liability and tort liability allows for determining the criteria for engaging responsibility and for establishing the compensation obligations. Through an action for damages in Romania, the injured party […]
Inheritance disputes constitute one of the most complex branches of civil law, having a major impact both on patrimony and on family relationships. Any succession is regulated by the Civil Code, and conflicts between heirs can be resolved amicably or, when this is not possible, through an inheritance process in court. In such situations, the […]
Tax disputes with NAFA are an increasingly frequent reality for both individuals and legal entities. Whether it concerns a tax dispute such as a contestation of an administrative act, a contestation of a tax decision, or a disagree with a tax decision, taxpayers must know the deadlines, procedures, and legal means through which they can […]
The debt recovery procedure in Romania represents an essential legal mechanism for protecting creditors’ rights and ensuring compliance with contractual obligations. By efficiently using the instruments provided by national legislation, creditors can achieve rapid results in matters of debt recovery and debt collection. Among the most frequently used procedures, the payment order, stands out, offering […]
As legal conflicts become increasingly complex and frequent, correctly approaching an action in court is necessary for protecting rights and interests. Whether it concerns a complex matter of civil litigation or clarifying the steps of the judicial process, the expertise of a civil lawyer, a litigation lawyer, or a defense attorney can make the difference […]
In the current context, where time is one of the most valuable resources, an online legal consultation emerges as the ideal solution for those who want to resolve legal issues quickly and efficiently. Whether you are facing litigation, need a legal assistance for drafting or reviewing documents, or simply wish to better understand your rights, […]
Methods of debt collection in Romania The procedure of debt recovery in Romania can be a significant challenge in legal relations between parties, aiming to protect the rights and interests of creditors. This process is governed by the Romanian Civil Procedure Code or applicable legislation, depending on the source of the damage. When dealing with […]
Legal strategies to prevent conflicts and protect your business from costly lawsuits Given the evolving legislative framework and the constantly changing business environment, many companies in Romania find themselves involved in legal disputes that can impact their operations and stability. Most often, these disputes involve commercial debt recovery in Romania from commercial conflicts, tax issues, […]
How to enforce judgements more easily in Romania? One of the most significant legislative changes proposed at the end of 2024 is the removal of Court’s approval for forced execution in Romania when it involves court decisions. This change promises to streamline the process of civil enforcement proceedings in Romania and reduce the duration of […]