Cross-border spin-offs in Romania
Corporate lawyer in Romania. Spin-off in Romania (partial or total spin off in Romania)
The division of a company is defined by the Companies Law as the operation through which the entire assets of a company that ceases to exist are divided between two or more existing companies or newly formed companies.
A cross-borderspin-off in Romania can be carried out by a company that has the legal form specified in Law no. 222/2023 for the amendment and completion of the Companies Law no. 31/1990, as well as Law no. 265/2022 regarding the Trade Register in Romania and for the amendment and completion of other regulations regarding the registration in the Trade Register in Romania. Thus, companies subject to the spin-off procedure may include joint-stock companies, partnerships limited by shares, limited liability companies, Romanian legal entities, and European companies with their registered office in Romania, provided that at least two of the companies involved in the spin-off are from different member states and operate under the legal form outlined in Annex II to Directive 1.132/2017 concerning certain aspects of corporate law.
According to the provisions of the Companies Law, the spin-off in Romania can be total (total spin-off in Romania), when an initial company is dissolved and transfers its entire assets to two or more entities in different countries, or partial (partial spin-off in Romania), when part of the assets and liabilities are transferred to one or more new companies, without the initial company ceasing to exist. Additionally, the dissolution can also take the form of separation, in situations where a company creates one or more entities in other states and transfers assets to them, while maintaining control over them. In this case, the shares allocated in exchange for the transferred assets in the share capital of the beneficiary companies will be allocated to the divided company.
The Romanian Law Firm Pavel, Mărgărit and Associates advises all company administrators, regardless of the legal form, to collaborate with a corporate lawyer in Romania or a commercial lawyer in Romania specializing in procedures such as cross border mergers in Romania and spin off project in Romania. This legal support can start with drafting and reviewing the necessary documents (spin-off project, registration applications, etc.) and continue with representation before the Trade Register in Romania for the legal registration of the new legal entities. A cross-border spin-off in Romania is a legal operation where a company’s assets are divided between two or more entities, either in Romania or abroad. This process can involve a partial spin-off in Romania, where only a portion of the company’s assets and liabilities are transferred, or a total spin-off in Romania, where the entire company is dissolved and its assets are distributed to multiple entities. All necessary documents related to this process must be registered in the Trade Tegister in Romania to ensure full legal compliance. The cross-border trade in Romania allows companies to expand across borders while following the legal framework outlined in the Companies Law. Companies involved in such operations should seek guidance from professionals to navigate the complexities of these procedures.
Don’t go through these challenges alone. Contact us today for expert support tailored to your needs.
Commercial lawyer in Romania. Cross-border mergers in Romania
Similar to the cross-border mergers in Romania procedure, the operation of partial spin-off in Romania involves drafting a spin-off project in Romania that specifies, among other things, the legal form, the company name, and the proposed registered office(s) for the beneficiary companies; the methods for distributing the securities representing the share capital of the beneficiary companies; the proposed indicative timetable for the cross border trade in Romania; the conditions for allocating shares, social parts, or other securities representing the share capital of the beneficiary companies; the exchange rate of the shares, social parts, or other securities representing the share capital and the amount of any cash payments; the implications of the cross-border trade in Romania on the workforce; and a detailed description of the assets and liabilities of the company subject to the spin off.
The Romanian Law Firm Pavel,Mărgărit and Associates can assist you in drafting a spin-off project in Romania that ensures compliance with legal provisions and protection against potential disputes.
Employees, shareholders/associates, and creditors of the companies undergoing a spin-off in Romania benefit, according to the law, from the right to information by making the spin-off project in Romania available to them, along with the relevant annexes, either in physical or electronic format, with a deadline of at least 6 weeks before the approval date at the general meeting of associates. Furthermore, the law grants the entitled parties the right to submit observations regarding the spin-off in Romania at least 5 days before the general meeting. The cross-border spin-off in Romania project is examined by an independent expert who prepares an evaluation report aimed at verifying the legality of the spin-off in Romania procedure. This evaluation report is communicated to the associates at least one month before the date of the general meeting.
Since mergers and spin-off in Romania are carried out to allow a company to operate efficiently in multiple countries, the documents for which publicity is made by registration in the Trade Register in Romania, in strict compliance with legal provisions, are also available through the interconnection system of the registers.The Romanian Law Firm Pavel, Mărgărit and Associates provides high-standard legal services in various practice areas, including those related to mergers and spin-off in Romania. Our team demonstrates a comprehensive understanding of the provisions in the Companies Law, offering clear and effective legal solutions to all clients who have sought the services of a commercial lawyer in Romania or a corporate 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 […]