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.
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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.
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