Merger of companies
Company lawyer in Romania. Mergers and acquisitions in Romania
Throughout its existence, a commercial company may undergo numerous changes, both internally and externally. Thus, conducting profit-generating economic activities may, at some point, require adopting one of the reorganization forms provided by the law on companies. A company that seeks to improve its efficiency may opt either for the union of several legal entities into a single entity (merger), the separation of a single legal entity into multiple entities (division), or even the transformation of the legal entity into another distinct and unique legal entity. Such changes for a commercial company can be driven by internal factors or external ones, such as the evolution of the industry in which the company operates or the need to adapt organizational structures to social, political, or administrative conditions.
A merger represents that form of reorganization of a legal entity in which, instead of several distinct legal entities, a single legal entity remains or a new single legal entity is created. In other words, a merger plan in Romania implies the union of multiple legal entities into a single entity.
Mergers in Romania can take place in two forms: mergers in Romania by absorption or mergers by consolidation, with significant differences between the two.
The Romanian Law Firm Pavel Mărgărit and Associates recommends collaborating with a merger attorney in Romania, mergers lawyers in Romania, or a corporate attorney in Romania to ensure the legality of the merger strategy in Romania, the drafting and submission of necessary documents to the Trade Register, and to prevent potential disputes.
In the broader context of mergers and acquisitions in Romania, it is essential to engage m&a consulting in Romania and perform proper m&a due diligence in Romania. Whether you are looking to start a business in Romania, expand within the m&a industry in Romania, or require the assistance of a mergers and acquisitions attorney in Romania, a skilled company lawyer in Romania or commercial lawyer in Romania can provide critical legal support, especially in conducting due diligence in mergers and acquisitions in Romania.
Corporate attorney in Romania. Merger strategy in Romania
A merger in Romania by absorption represents the form of merger through which one or more existing legal entities (absorbed companies) are dissolved, and their assets are taken over by another existing legal entity (absorbing company). As a result, the assets of the absorbing company are expanded, allowing for potential changes in its organizational structure.
On the other hand, consolidation consists of that form of merger in Romania through which two or more existing legal entities are dissolved, and simultaneously, a new legal entity is created to replace them, taking over the combined assets of the merged entities. Through this form of merger strategy in Romania, all existing companies cease to exist, and all rights and obligations of the original companies are transferred to the newly formed entity.
A merger attorney in Romania or a commercial lawyer in Romania can provide legal assistance regarding the stages of a merger by absorption, by analyzing the legal and financial status of the companies involved in the merger plan in Romania, identifying legal, fiscal, and commercial risks, and determining the viability of executing such a plan.
For successful outcomes in mergers and acquisitions in Romania, it is recommended to consult with mergers lawyers in Romania, as well as professionals offering m&a consulting in Romania. These experts can help ensure proper m&a due diligence in Romania and advise on all aspects of the m&a industry in Romania. Whether you are looking to start a business in Romania or restructure an existing one, a skilled corporate attorney in Romania, company lawyer in Romania, or mergers and acquisitions attorney in Romania can guide you through the complexities of due diligence in mergers and acquisitions in Romania.
Mergers lawyers in Romania. Merger plan in Romania
A merger in Romania by absorption is decided individually by each company involved, under the conditions established for amending the articles of incorporation. Based on the decision of the general meeting of shareholders of each company participating in the merger plan in Romania, their administrators prepare the merger project.
When drafting the merger plan in Romania, the document must specify the legal form, name, and registered office of all companies involved in the operation, the reasoning behind the merger strategy in Romania, the method of allocation of assets and liabilities, the share exchange ratio, the date of the financial statements used for the merger (which must be the same for all participating companies), the amount of the merger premium, and any other relevant information regarding the operation.
A merger attorney in Romania or a corporate attorney in Romania can support you in analyzing the legal status of the companies, verifying the existence of litigations, garnishments, guarantees, restrictions, debts to the state or third parties, and ensuring that the merger in Romania is legally feasible. Furthermore, a mergers and acquisitions attorney in Romania can assist in drafting a complete and legally compliant merger plan in Romania, ensuring it aligns with the balance sheet, articles of incorporation, and general meeting decision, thus preventing conflicts or legal challenges.
The signed merger plan in Romania must be submitted to the Trade Register Office where each company is registered, accompanied by a declaration from the company that ceases to exist through the merger in Romania, describing how it plans to settle its liabilities.
After all the steps of the merger in Romania by absorption are completed, the merger plan in Romania, endorsed by the delegated judge, is published in the Official Gazette of Romania, Part IV, at the expense of the parties, in full or as a summary, depending on the judge’s decision or the parties’ request. This must be done at least 30 days before the dates set for the extraordinary general meetings that will vote on the merger. Any creditor with claims prior to the publication of the merger plan in Romania may file an objection, as provided by the company law.
The Romanian Law Firm Pavel Mărgărit and Associates recommends using the services of a commercial lawyer in Romania or a mergers and acquisitions attorney in Romania to ensure that the merger strategy in Romania complies with the rights of shareholders, creditors, and employees, and to minimize the risk of future litigation regarding shareholder interests, creditor impact, or abusive transfers.
Additionally, the administrators of the companies involved in the merger in Romania must provide shareholders with access at the registered office, at least one month before the extraordinary general meeting, to the merger plan in Romania, financial statements along with management reports for the last three financial years, and within three months before the date of the merger plan in Romania: the auditors’ or censors’ report, as applicable, and the report of one or more independent experts (individuals or legal entities) on the fairness of the share exchange ratio – particularly in joint-stock companies, partnerships limited by shares, or limited liability companies – as well as a record of ongoing contracts exceeding 100,000,000 lei and their allocation. A merger attorney in Romania provides specialized legal assistance in all stages of the merger strategy in Romania, from document review and merger plan in Romania drafting to representation before the competent authorities. Their expertise is also valuable from the moment you start a business in Romania, when the legal form and structure are chosen—decisions that may influence future reorganizations, including within the m&a industry in Romania. For a successful process, thorough due diligence in mergers and acquisitions in Romania is essential, ideally carried out by experienced mergers lawyers in Romania, company lawyer in Romania, and m&a consulting in Romania professionals.
Don’t go through these challenges alone. Contact us today for expert support tailored to your needs.
Mergers and acquisitions attorney in Romania. M&a industry in Romania
The immediate effect produced by mergers in Romania consists in the dissolution, without liquidation, of the company that ceases to exist and the transfer of its assets to the beneficiary company or companies, in the condition they are in on the date of the merger. This transfer is made in exchange for the allocation of shares or social parts of the beneficiary companies to the shareholders of the dissolving company, and possibly a cash payment, which cannot exceed 10% of the nominal value of the allocated shares or social parts.
The opposition of creditors who hold claims prior to the publication of the merger plan in Romania suspends the merger process until the court decision becomes final and irrevocable, unless the debtor company proves the payment of its debts, provides guarantees accepted by the creditors, or reaches an agreement for the settlement of its debts.
If the merger in Romania is carried out through absorption, the absorbing company acquires all rights and obligations of the absorbed company. In the case of a merger by consolidation, the rights and obligations of the dissolved companies are transferred to the newly formed entity. The articles of incorporation of the company resulting from the merger strategy in Romania are approved by the general meeting of the company that ceases to exist. The amended articles of incorporation of the absorbing company are registered with the Trade Register where the company is headquartered, endorsed by the delegated judge, and sent ex officio to the Official Gazette of Romania, Part IV, for publication. The publication costs are borne by the company.
In this context, the Romanian Law Firm Pavel Mărgărit and Associates offers high-standard legal services across various practice areas, including mergers and acquisitions in Romania and start a business in Romania. Our team of mergers lawyers in Romania demonstrates a thorough understanding of company law regulations and delivers clear, efficient legal solutions to all clients seeking assistance from a merger attorney in Romania. Whether you require m&a consulting in Romania, due diligence in mergers and acquisitions in Romania, or legal guidance from a corporate attorney in Romania, commercial lawyer in Romania, or company lawyer in Romania, our firm is prepared to support every step of the process within the m&a industry in Romania.
Pavel, Mărgarit 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.
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