According to the Romanian Law 31/1990 on companies, when a company creates a new independent company by selling or distributing new shares of its existing business, this is called a spin-off procedure in Romania. A spin-off procedure in Romania is realized when the assets are transferred in totally or in part to a new or existing company. The spin-off procedure in Romania is decided by each company in Romania, under the conditions established for the amendment of the articles of incorporation of companies, by voting the plan for the spin-off in Romania. The Romanian Law firm Pavel Margarit and Associates recommends contacting a lawyer specialized in spin-off procedure, corporate and commercial law in Romania, who can provide legal assistance and representation in spin-off procedure in Romania, legal services consisting in drafting the legal documentation necessary for the spin-off, namely the representation before the competent authorities in the various stages of the process, as well as a lawyer specialized in commercial litigation in Romania, in case of objections to the plan of spin-off procedure in Romania and not only.
The spin-off procedure is a restructuring method of a company in Romania, along side with the merger, liquidation or reorganization.
The first step in carrying out the spin-off procedure in Romania consists in drafting the plan of spin-off procedure in Romania, which will include information regarding the name and registered office of all companies involved in spin-off procedure in Romania, the conditions of spin-off procedure in Romania, the description and the distribution of the shares and liabilities that will be transferred to the beneficiary companies.
Afterwards, the signed plan for spin-off procedure in Romania is submitted to the Trade Register where each company is registered in Romania. The Trade Register submits the application for registration of the mentions regarding the spin-off procedure in Romania with the related documentation to the competent court, after which the plan of spin-off procedure in Romania is published in the Official Gazette of Romania for opposition. If the company has its own web page, it can replace the publication in Official Gazette of Romania with the advertising carried out through its own web page. In any of the options presented, creditors have the right to object the plan of spin-off in Romania, which is why the Romanian Law Firm Pavel Margarit and Associates recommends contacting a lawyer specialized in commercial litigation in Romania, who can assist you in this procedure, analyzing and balancing the conditions for admitting the creditors claim, as described in Law 31/1990 on companies.
The Romanian Law Firm Pavel, Margarit and Associates is recognized for the legal services offered at the highest level in the field of commercial and corporate law in Romania, assisting numerous clients in the corporate spin-off in Romania process, this being a complex procedure, carried out in several stages, taking into account that the objections to the plan of spin-off procedure in Romania can lead to a difficult and long-lasting process.
According to the Law 31/1990 on companies, the administrators that participate in spin-off in Romania a must draw up a written a detailed report, in which they explain the plan of spin-off procedure in Romania and specify its legal and economic foundation, especially regarding the rate of exchange of shares and the criteria for their distribution. According to Law 31/1990 on companies, within 3 months from the date of publication the plan of spin-off procedure in Romania, the general meeting of each participating company will decide on it, in compliance with the Romanian framework.
A lawyer specialized in spin-off procedure, corporate and commercial law in Romania can guide you in the corporate spin-off process in Romania, the legal services consisting, among others, in drafting or reviewing the documentation requested by the competent authorities, mentioning for example decisions of general meetings, decisions of Board of Directors, as well as assistance and representation both in drafting of the plan of spin-off procedure in Romania and in the eventuality of objections.
A spin-off procedure in Romania is when a company creates a new independent company by selling or distributing new shares of its existing business. It involves transferring assets in whole or in part to a new or existing company. The spin-off procedure is one of the methods used for restructuring a company in Romania, alongside merger, liquidation, and reorganization. Each company in Romania can decide to initiate a spin-off procedure by voting on the plan for the spin-off, following the conditions set for amending the articles of incorporation. It is advisable to consult a lawyer specialized in spin-off procedures, corporate, and commercial law in Romania for legal assistance and representation.
The spin-off procedure in Romania starts with drafting a detailed plan that includes information about the companies involved, conditions of the spin-off, and the distribution of shares and liabilities to the beneficiary companies. Once the plan is signed, it is submitted to the Trade Register, where each company is registered. The Trade Register then forwards the application for registration, along with the necessary documentation, to the competent court. The plan is also published in the Official Gazette of Romania for opposition from creditors. If the company has its own website, it may advertise the plan on its website instead of publishing in the Official Gazette. Creditors have the right to object to the plan of spin-off in Romania. In case of objections, it is recommended to seek the assistance of a lawyer specialized in commercial litigation in Romania.
According to the Law 31/1990 on companies in Romania, administrators participating in the spin-off procedure must prepare a detailed written report explaining the plan and its legal and economic foundation. This report should include details about the exchange rate of shares and the criteria for their distribution. Within three months from the publication of the spin-off plan, the general meeting of each participating company needs to decide on it, following the Romanian legal framework. A lawyer specialized in spin-off procedures, corporate, and commercial law in Romania can provide guidance in the process, including drafting or reviewing the required documentation, assisting with decision-making by general meetings, and providing representation in case of objections.