Shares Sale Agreement in Romania
Corporate lawyer in Romania. What is the procedure for transfer of shares in Romania?
The operation of transfer of shares in Romania represents the transfer of ownership rights for the shares held by a shareholder in a limited liability company (LLC) to another natural or legal person. The person who acquires the shares may be someone who is already active within the LLC or someone from outside the company.
The primary effect of a contract concluded between the two parties involved in a shares transfer agreement in Romania is the replacement of one shareholder with another. The person transferring their ownership rights for the shares held in an LLC is called the transferor, while the person acquiring the shares through the shares transfer agreement in Romania is known as the transferee.
According to the regulations established by Law 31/1990 on companies, an operation of transfer of shares in Romania can be carried out through several means, namely, the sale of shares in Romania, inheritance of shares upon the death of a shareholder, withdrawal of a shareholder, or transfer of shares by donation.
Since the procedure of transfer of shares in Romania requires the preparation and submission of certain documents, depending on the chosen method of share transfer, The Romanian Law Firm Pavel Margarit and Associates recommends using the services of a business lawyer in Romania or a corporate lawyer in Romania to ensure that you have all the necessary documentation available so that the desired changes within the LLC are possible and, at the same time, beneficial for the company.
Business lawyer in Romania. Sale of shares in Romania
The sale of shares in Romania is carried out based on a shares transfer agreement in Romania concluded between the shareholder and another investor. A shares transfer agreement in Romania must include all essential clauses, such as the price, payment methods, the number of shares transferred, or other specific conditions that could influence the sale of shares in private company in Romania.
A shares transfer agreement in Romania offers the possibility for the parties to negotiate aspects regarding the rights and obligations that each has from the moment the transfer of shares in Romania is initiated until the changes are registered with the Trade Register, either through a company representative or with the assistance of a business lawyer in Romania specializing in transfer of shares in Romania.
A corporate lawyer in Romania can assist you with all the formalities related to the transfer of shares in Romania procedure with the Trade Register, starting with providing legal advice to determine the applicable situation and continuing with drafting the shares transfer agreement in Romania and representation before the Trade Register. During this entire process, The Romanian Law Firm Pavel Margarit and Associates, through a business lawyer in Romania or a lawyer specializing in transfer of shares in Romania, ensures constant communication with the client to clarify various aspects that may seem challenging in the procedure of transfer of shares in Romania.
A crucial step to consider in the sale of shares in Romania is the preemption right of the other shareholders in a limited liability company (LLC), which is the possibility for these shareholders to have priority in buying the shares. Thus, if this preemption right exists and is registered in the articles of association (AoA), the transferor must express their intention to transfer the shares to the other shareholders through a notification, and they can exercise the right within the timeframe established in the articles of association (AoA).
Lawyer for buying and selling shares in Romania. Validation of the procedure by the General Meeting of Shareholders
According to the regulations in Law 31/1990 on companies, the sale of shares in Romania must be approved by the General Meeting of Shareholders. However, their decision-making power is not limited only to validating the transfer of shares in Romania; they can also decide on accepting the transferee as a shareholder. Additionally, there are situations where they can decide to amend the company’s bylaws following the changes made and determine how the benefits resulting from the sale of shares in Romania will be distributed. The quorum required for validly adopting decisions regarding the transfer of shares in Romania procedure with the Trade Register will also be established based on the provisions set forth in the articles of association.
Consulting a corporate lawyer in Romania or a lawyer specializing in transfer of shares in Romania is recommended during the procedures for buying and selling shares in Romania, as it involves knowing certain legal and procedural aspects whose non-compliance may negatively impact the proper functioning of the company. The correct drafting of the shares transfer agreement in Romania by a business lawyer in Romania and establishing fair clauses for both parties is an essential step for the validity of the procedure.
The Romanian Law Firm Pavel, Margarit and Associates provides legal advice and legal assistance services in corporate law, especially regarding assistance in transfer of shares in Romania. A business lawyer in Romania can support you in the procedure of transfer of shares in Romania, having great experience in commercial law. In order to benefit from our professional support and advice, we invite you to fill in the contact form available on our website https://avocatpavel.com/contact/.
Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs.
Lawyer for sale of shares in private company in Romania. Registration of transfer of shares in Romania
Following the drafting of the shares transfer agreement in Romania and obtaining approval from the General Meeting of Shareholders, the amendment must be registered with the Trade Register where the LLC is registered in order to be enforceable against third parties. The documents required for the sale of shares in Romania include the shares transfer agreement in Romania, the resolution of the General Meeting of Shareholders, the updated articles of association or statute, as well as the identification documents of the individuals who become shareholders following the transfer of shares in Romania.
As an effect of the transfer of shares in Romania, the articles of association of the limited liability company (LLC) will be amended to include the new shareholding structure, the identification details of the new shareholders, and any other changes that might occur in the shareholding structure.
A corporate lawyer in Romania can assist you with submitting the documents to the Trade Register on your behalf and in your interest, ensuring that the procedure is as quick and efficient as possible, thereby ensuring compliance with all legal regulations and avoiding potential disputes regarding buying and selling shares in Romania.
The Romanian Law Firm Pavel Margarit and Associates provides high-standard legal services in various practice areas, particularly those concerning the formation of an LLC or different amendments made to them, such as the sale of shares in private company in Romania or any other method of transfer of shares in Romania. Our team demonstrates a complex understanding of the regulations regarding Law 31/1990 on companies, offering clear and effective legal solutions to all clients who have requested the services of a business lawyer in Romania or a corporate lawyer in Romania.
Articles from the practice area
Legal assistance in litigation and enforcement procedures in Romania According to the Civil Procedure Code, persons interested or harmed by the forced execution procedure in Romania may file an appeal against an enforcement notice in Romania, against the minutes of the proceedings concluded by the bailiff, challenge against enforcement in Romania as well as in […]
The Romanian legislation establishes a series of conditions regarding the conclusion of sales agreements in Romania. The Romanian Civil Code requires a certain form of conclusion of the sales agreement in Romania depending on the nature of the good whose property is transmitted. The law confers the title of agreement under private signature in Romania […]
The Romanian legislation provides a series of rules and obligations on the Romanian administrator regarding the conduct of his activity. According to the legislation in force, in Romania, the directors (called administrators in Romania) are personally responsible and liable for the damages caused. On the other hand, the administrator will be personally and jointly and […]
In the business field, the emergence of a dispute in Romania can represent a significant challenge as it affects the Romanian company’s reputation, its financial resources and time. Therefore, it is essential for companies in Romania to focus on preventing litigation in Romania rather than dealing with them later, which is why a lawyer specialized […]
Being a common financial payment instrument in the relations between professionals, promissory notes in Romania play an important role in discharging from the contractual obligation arising from the contract concluded between the two parties, with the purpose of guaranteeing the payment obligations in Romania. The biggest advantage of the promissory note in Romania is the […]
In the last few years in Romania, there have been various external events such as the Covid-19 pandemic, the war in Ukraine or the Suez Canal crisis, which have determined various economic imbalances which have led to the non-fulfillment of the contractual obligations due to the hardship, force majeure or unforeseeable circumstances, in Romania. In […]
Given the fact that in practice various errors may occur when drafting the civil status documents, Pavel, Margarit and Associates Romanian Law Firm recommends contacting a specialized lawyer in Litigation, Dispute resolution and Family law in Romania who can advise you on the legal means that one may employ with the aim of obtaining the […]
The agreement signed between the parties creates rights and obligations, producing effects for the established period of time. In general, the contractual obligations assumed by a contractual partner are settled by their voluntary performance, i.e. by the remission of a sum of money or by the performance of the object of the obligation. However, there […]
Any person who is in a situation where a final judgment ruled in Romania prejudices his interests may appeal against the final judgment, following the procedure before the European Court of Human Rights. The Romanian Law firm Pavel, Margarit & Associates recommends addressing to a lawyer specialized in litigation and human rights legislation to guide […]
The appeal against enforcement is a way to obtain the annulment of any measure of forced execution by the interested party by forced execution. After the initiation of forced execution, the interested parties may request by means of appeal against enforcement the annulment of the hearing report by which the application for a declaration of […]
Signing an agreement in Romania creates rights and obligations between the parties for a particular period of time. Thus, by starting a litigation matter in Romania, one person may claim the obligation of the other party to respect the violated right or to perform the assumed obligation, and if it is no longer possible, to […]
The annulment of an illegally issued title deed in Romania may be requested by any person justifying an interest. If title deed was issued on the name of another person this could be subject of annulment in Romania. Court will settle the property right over the land in Romania according with the documents submitted.. In […]