Spin-Off (Partially and totaly spin off)
Commercial lawyer in Romania. Spin-off in Romania
Throughout its existence, a Romanian company may undergo numerous changes, both internally and externally. Thus, conducting profit-generating economic activities may at some point require adherence to one of the reorganization methods provided by the company law in Romania. A Romanian company that aims to optimize its activity may opt either for the merger of several legal entities into a single entity or for the separation of one legal entity into multiple distinct entities (company spin-off in Romania), or even the transformation of the legal entity into another unique and distinct legal entity. Such changes may be triggered by internal factors or external factors related to the evolution of the field in which the Romanian company operates or by the need to adapt the organizational structure to social, political, or administrative conditions.
As previously mentioned, a company spin-off in Romania involves a form of reorganization in which, instead of a single legal entity, multiple distinct legal entities appear. According to the provisions of the New Civil Code and the company law in Romania, the spin-off in Romania procedure may take place in two ways: total spin-off in Romania or partial spin-off in Romania.
In the case of a total spin-off in Romania, the legal entity undergoing the spin-off is dissolved, and its assets are divided between two or more legal entities, either pre-existing or newly incorporated. This form of company spin-off in Romania always results in the termination of the legal entity.
On the other hand, a partial spin-off in Romania involves a situation in which the legal entity subject to the spin-off continues to exist even after the spin-off, but part of its assets is transferred to one or more existing or newly created legal entities. This form of spin-off in Romania does not result in the termination of the legal entity.
Therefore, both types of company spin-off in Romania share the common feature of dividing the assets of a legal entity into multiple separate asset pools.
The Romanian law firm Pavel Mărgărit and Associates recommends working with a corporate attorney in Romania or company lawyer in Romania to ensure the legality of the company spin-off in Romania procedure, to draft and submit the necessary documents to the Romanian trade register, and to prevent potential disputes. Collaboration with a commercial lawyer in Romania or an attorney with expertise in limited liability company in Romania or LLC business in Romania matters, especially when dealing with a parent company in Romania, can provide essential legal guidance throughout the spin-off process.
Company lawyer in Romania. Company spin-off in Romania
To initiate a company spin-off in Romania, the decision of the general meeting of shareholders of the Romanian company to be split is required. Based on this decision, the company’s administrator will draft the spin-off in Romania project.
When drafting the company spin-off in Romania project, it is necessary to mention the legal form, name, and registered office of all Romanian companies involved in the operation, the reasoning behind the spin-off, the method of allocation of assets and liabilities, the share exchange ratio, the date of the financial statement used for the spin-off (which must be the same for all companies involved), the value of the spin-off premium, and any other data of interest for the operation.
A company lawyer in Romania or commercial lawyer in Romania can assist in analyzing the legal status of the Romanian company by verifying whether there are any ongoing disputes, garnishments, guarantees, prohibitions, or debts owed to the state or third parties, while also ensuring that the company spin-off in Romania is legally feasible. Furthermore, a corporate attorney in Romania can assist in drafting a complete and accurate spin-off in Romania project so that it aligns with the financial statements, corporate documents, and the shareholders’ general meeting decision, thus preventing conflicts or legal challenges.
The company spin-off in Romania project must be signed by the representatives of the participating companies and submitted to the Romanian trade register where each Romanian company is incorporated, along with a declaration from the parent company in Romania that ceases to exist as a result of the total spin-off in Romania, outlining how it has decided to settle its liabilities. This step can be carried out either personally by the administrator or through a company lawyer in Romania specialized in Romanian trade register procedures.
After this stage, the project, once endorsed by the delegated judge, is published in the Official Gazette of Romania, Part IV, at the expense of the parties, either in full or in summary, as per the judge’s decision or the parties’ request, at least 30 days prior to the dates of the extraordinary general meetings that are to decide on the company spin-off in Romania. Any creditor of the Romanian company subject to the spin-off in Romania, holding a claim prior to the project’s publication, may file an objection under the conditions provided by the company law in Romania.
The Romanian law firm Pavel Mărgărit and Associates recommends using the services of a company lawyer in Romania or a corporate attorney in Romania experienced with the Romanian trade register to ensure that the project respects the rights of shareholders, creditors, and employees, and to minimize the risk of future litigation related to shareholder interest violations, creditor prejudice, or abusive asset transfers involving a limited liability company in Romania or LLC business in Romania.
Don’t go through these challenges alone. Contact us today for expert support tailored to your needs.
Corporate attorney in Romania. LLC business in Romania
According to the provisions of the company law in Romania, the administrators of the Romanian companies involved in a company spin-off in Romania are required to make available to the shareholders, at the company’s registered office, at least one month prior to the date of the extraordinary general meeting, the spin-off in Romania project, the financial statements together with the management reports for the last three financial years, as well as those prepared three months before the spin-off in Romania project date; the report of the censors and, where applicable, the report of the financial auditors; the report of one or more independent experts (individuals or legal entities) on the fairness of the share exchange ratio in the case of joint stock companies, partnerships limited by shares, or limited liability companies in Romania; and a record of the ongoing contracts exceeding the value of 100,000,000 lei and their distribution.
If a creditor of the Romanian company has filed an objection, this will suspend the execution of the company spin-off in Romania procedure until the court ruling becomes final and irrevocable, unless the debtor Romanian company provides proof of debt repayment, offers guarantees accepted by the creditors, or reaches an agreement with them regarding the settlement of the debts.
Within a maximum of two months from the date the court ruling becomes irrevocable, the general meeting of each participating Romanian company must decide on the company spin-off in Romania. Furthermore, the company law in Romania stipulates that the constitutive acts of the new companies established through total spin-off in Romania or partial spin-off in Romania must be approved by the general meeting of the parent company in Romania or the Romanian companies that cease to exist as a result of the spin-off in Romania.
A corporate attorney in Romania, commercial lawyer in Romania, or company lawyer in Romania can assist in fulfilling these legal obligations and ensuring full compliance with the procedures before the Romanian trade register regarding any LLC business in Romania.
Commercial lawyer in Romania. Company law in Romania
The immediate effect produced by the company spin-off in Romania consists of the transfer of the assets of the legal entity subject to the spin-off in Romania to other existing or newly established Romanian companies. The Romanian companies that acquire assets in this process are liable to the creditors for the obligations of the Romanian company that ceased to exist as a result of the total spin-off in Romania, proportionally to the value of the assets acquired, unless different proportions were established through the spin-off act. If this cannot be determined, the Romanian companies that acquired assets through the spin-off in Romania are jointly liable.
In this context, the Romanian law firm Pavel Mărgărit and Associates provides high-standard legal services across various practice areas, including those involving the company spin-off in Romania. Our team demonstrates a complex understanding of the company law in Romania, offering clear and effective legal solutions to all clients who have requested the services of a commercial lawyer in Romania, company lawyer in Romania, or corporate attorney in Romania.
Pavel, Margarit 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.
Articles from the practice area
Intellectual property litigation has surged in Romania and across Europe, driven by the growth of digital markets, cross-border commerce and intensifying competition. Registered trademarks and trademark registration strategies are no longer merely formalities: they are essential business assets. Business owners who register trademark rights and who coordinate filings with bodies such as the EUIPO and […]
The process of divorce procedure and the division of co-ownership raises numerous legal and emotional challenges, making it essential for the parties to be well-advised. Choosing correctly between a court-based divorce procedure and an amicable route at a notary depends on the level of conflict between spouses, their willingness to cooperate, and the complexity of […]
The process of restitution of nationalized or abusively taken properties by the state is carried out through the National Authority for Restitution of Properties (ANRP) and through CNCI (National Commission for Property Compensation), in accordance with the provisions of Law 165/2013 regarding the measures for the finalization of the restitution process, either in kind or […]
Civil liability in Romania and tort liability are the legal framework through which damages are compensated in both contractual and extra-contractual relations. A clear differentiation between contractual liability and tort liability allows for determining the criteria for engaging responsibility and for establishing the compensation obligations. Through an action for damages in Romania, the injured party […]
Inheritance disputes constitute one of the most complex branches of civil law, having a major impact both on patrimony and on family relationships. Any succession is regulated by the Civil Code, and conflicts between heirs can be resolved amicably or, when this is not possible, through an inheritance process in court. In such situations, the […]
Tax disputes with NAFA are an increasingly frequent reality for both individuals and legal entities. Whether it concerns a tax dispute such as a contestation of an administrative act, a contestation of a tax decision, or a disagree with a tax decision, taxpayers must know the deadlines, procedures, and legal means through which they can […]
The debt recovery procedure in Romania represents an essential legal mechanism for protecting creditors’ rights and ensuring compliance with contractual obligations. By efficiently using the instruments provided by national legislation, creditors can achieve rapid results in matters of debt recovery and debt collection. Among the most frequently used procedures, the payment order, stands out, offering […]
As legal conflicts become increasingly complex and frequent, correctly approaching an action in court is necessary for protecting rights and interests. Whether it concerns a complex matter of civil litigation or clarifying the steps of the judicial process, the expertise of a civil lawyer, a litigation lawyer, or a defense attorney can make the difference […]
In the current context, where time is one of the most valuable resources, an online legal consultation emerges as the ideal solution for those who want to resolve legal issues quickly and efficiently. Whether you are facing litigation, need a legal assistance for drafting or reviewing documents, or simply wish to better understand your rights, […]
Methods of debt collection in Romania The procedure of debt recovery in Romania can be a significant challenge in legal relations between parties, aiming to protect the rights and interests of creditors. This process is governed by the Romanian Civil Procedure Code or applicable legislation, depending on the source of the damage. When dealing with […]
Legal strategies to prevent conflicts and protect your business from costly lawsuits Given the evolving legislative framework and the constantly changing business environment, many companies in Romania find themselves involved in legal disputes that can impact their operations and stability. Most often, these disputes involve commercial debt recovery in Romania from commercial conflicts, tax issues, […]
How to enforce judgements more easily in Romania? One of the most significant legislative changes proposed at the end of 2024 is the removal of Court’s approval for forced execution in Romania when it involves court decisions. This change promises to streamline the process of civil enforcement proceedings in Romania and reduce the duration of […]