Cross-border merger in Romania
Corporate lawyer in Romania. Cross border merger in Romania
A cross-border merger in Romania represents the process by which two or more companies from different countries within the European Union or the countries participating in the European Free Trade Association merge their activities to form a single legal entity. The legal framework in Romania for a cross-border project such as a cross-border merger in Romania is represented by Law no. 222/2023 for the amendment and completion of the Company Law no. 31/1990, as well as Law no. 265/2022 regarding the Trade Register and for the amendment and completion of other normative acts impacting the registration in the Trade Register.
According to the regulations contained in this law, joint-stock companies, limited partnerships with shares, limited liability companies – Romanian legal entities – and European companies with their registered office in Romania can be part of a merger process with companies that have their registered office or, as the case may be, central administration or main office in other EU member states. However, there are also some types of companies that cannot be subject to a merger process. In this regard, the same law establishes that the following companies are excluded from the provisions concerning cross border in Romania: companies regarding collective investment schemes in securities and investment management companies, companies issuing financial instruments and engaging in market operations, companies that are subject to instruments, powers, and resolution mechanisms, recovery and resolution measures, and crisis prevention measures, companies undergoing liquidation and that have begun distributing assets to their associates, as well as companies that are in an insolvency procedure or under a procedure to prevent insolvency.
The Romanian Law Firm Pavel Mărgărit and Associates emphasizes the importance of collaborating with a corporate lawyer in Romania or a commercial lawyer in Romania to ensure the success of a cross border in Romania, as it involves numerous regulations, not only national but also European and international, and non-compliance with these regulations can have negative consequences on the entire merger between two companies. Therefore, if you’re considering merger and acquisition in Romania, it is advisable to work with a business attorney in Romania, merger solicitor in Romania, or a merger and acquisition lawyer in Romania to navigate the complexities of a cross border merger in Romania and ensure compliance with all legal requirements.
Business attorney in Romania. Merger solicitor in Romania
A cross-border merger in Romania occurs when a company in Romania merges with a company from another country, resulting in the creation of a single legal entity. This process is governed by specific regulations that ensure the proper legal framework for cross-border transactions. Cross border M&A in Romania involves not only national laws but also European and international regulations, making it essential for companies involved in such mergers to consult a company in Romania with expertise in cross-border transactions. The expertise of a corporate lawyer in Romania or a merger and acquisition lawyer in Romania is crucial to ensure compliance and the success of the cross-border M&A in Romania.
The merger operation can be carried out in two ways: merger by absorption or merger by consolidation. In the case of a merger by absorption within a cross-border project, one company takes over one or more foreign companies, and these companies cease to exist legally. On the other hand, in the case of a merger by consolidation, two or more companies unite to form a new legal entity.
Typically, the merger procedure between two companies is used to expand business activities internationally, to gain certain tax advantages considering the more favorable legal regime for companies in other states, or in the case of cross-border in Romania, restructuring when a struggling company in Romania merges with a stronger one to avoid insolvency.
The Romanian Law Firm Pavel, Mărgărit and Associates recommends seeking the services of a merger solicitor in Romania or a corporate lawyer in Romania who can provide legal assistance regarding cross-border procedures, such as merger of commercial companies, merger by absorption, or merger by consolidation. The assistance provided by a commercial lawyer in Romania in such procedures may include drafting and reviewing documents (merger project, merger agreements, administrator’s reports). Moreover, a corporate lawyer in Romania can represent you before the Trade Register and prepare the documentation for the legal registration of the merger in Romania. For those considering merger and acquisition in Romania, it is crucial to consult a merger and acquisition lawyer in Romania to ensure all legal aspects are properly handled during the cross-border merger in Romania.
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Commercial lawyer in Romania. Merger and acquisition in Romania
As the first step in the merger procedure between two companies, a merger project must be drafted, outlining the new structure, changes in the legal form, the impact on shareholders and creditors, asset and liability evaluation, implications for the workforce, and other necessary aspects for determining the operational framework of the company resulting from the merger of firms. Following the preparation of this merger project, the associates and employees of the companies involved in the merger are informed through a report made by the administrators or, where applicable, by the members of the board of directors. The information will be provided either through two distinct reports or through one report with two sections, one for associates and one for employees, explaining the impact of the merger of commercial companies on the future business activities of the company.
Additionally, an evaluation report from an independent expert is required to establish the correct price of the shares in relation to their market price. The merger project is published on the websites of the companies and in the Electronic Bulletin of the Trade Register. Once these steps are completed, the merger project must be submitted for approval by the general meetings of the associates.
All documents submitted to the Trade Register must be accompanied by proof of representation for the person designated to complete the legal formalities, in case the procedure is carried out with the assistance of a merger solicitor in Romania or a commercial lawyer in Romania.
The Romanian Law Firm Pavel Mărgărit and Associates offers legal services at a high professional standard in various areas of practice, including those related to cross-border merger in Romania. Our team demonstrates a comprehensive understanding of the regulations regarding cross border M&A in Romania, providing clear and efficient legal solutions to all clients seeking the services of a business attorney in Romania or merger and acquisition lawyer in Romania.
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