M&A in Romania for UAE Clients
UAE buyers frequently target real-estate-rich companies. Title, permits and encumbrances are reviewed together with non-EU screening rules.
Typical matters for UAE clients
UAE buyers frequently target real-estate-rich companies. Title, permits and encumbrances are reviewed together with non-EU screening rules.
- Land-registry title review
- Urban-planning and building permits
- Screening under OUG 46/2022
- Share deal versus asset deal
Rules for a non-EU party from the United Arab Emirates
As a non-EU investor, the buyer may need prior authorisation under OUG 46/2022 (implementing Regulation (EU) 2019/452) in security-relevant sectors; merger control under Legea 21/1996 applies above the thresholds.
Documents and cross-border formalities
The UAE is not a party to the Apostille Convention, so UAE corporate documents need consular legalisation (attestation by the UAE Ministry of Foreign Affairs and the Romanian diplomatic mission) and are then translated into Romanian by an authorised translator. The United Arab Emirates is not a party to the Apostille Convention, so UAE documents need consular legalisation: certification by UAE authorities and then by the Romanian embassy or consulate. Service of documents is arranged through diplomatic channels or applicable bilateral arrangements; we confirm the route per case.
- Corporate documents of the UAE LLC or free-zone company
- Power of attorney for remote signing
- Authorised Romanian translations
- Beneficial-owner declaration (Legea 129/2019)
People and staff
UAE nationals and UAE-resident third-country nationals need a Romanian work permit and long-stay visa to work in Romania.
What an M&A mandate covers
From the first letter of intent to post-closing filings, a Romanian acquisition involves corporate, real-estate, employment, competition and — for some investors — foreign-investment screening work streams.
- Deal structuring: share deal versus asset deal
- Legal due diligence with a written red-flag report
- Share purchase agreement, warranties and indemnities
- Merger-control assessment under Legea 21/1996
- FDI screening analysis under OUG 46/2022 where relevant
- Closing mechanics, ONRC registration and post-closing covenants
Issues that surface in Romanian due diligence
Romanian targets carry a recurring set of findings. Knowing them early shapes the price, the warranties and the closing conditions.
- Land-registry titles with unresolved restitution or succession history
- Employment contracts that do not match actual working conditions
- Related-party transactions without transfer-pricing documentation
- Permits and authorisations held by the seller personally, not the company
How It Works
Scoping
Deal structure, screening and merger-control check.
Due diligence
Corporate, contracts, employment, real estate and permits.
Negotiation
SPA, warranties, conditions precedent and closing mechanics.
Closing
Share transfer, ONRC registration and post-closing filings.
How we work with UAE clients
Scope, stages and documents are agreed in writing before work starts.
- Legal activity since 2008 — 18 years of experience
- Remote process for UAE clients with power of attorney
Phone
+40 740 011 411Response Time
Mon–Fri 10:00–16:00
Schedule
Mon – Fri: 10:00 – 16:00
Frequently Asked Questions
Discuss your UAE matter
Cabinet de Avocatură Pantilimon Rikhárd-Árpád, Târgu Mureș. Office hours: Monday–Friday, 10:00–16:00.