M&A in Romania for Swiss Clients
Swiss buyers are non-EU investors for Romanian screening purposes. Acquisitions above the thresholds in security-relevant sectors require prior clearance under OUG 46/2022.
Typical matters for Swiss clients
Swiss buyers are non-EU investors for Romanian screening purposes. Acquisitions above the thresholds in security-relevant sectors require prior clearance under OUG 46/2022.
- Foreign-investment screening (OUG 46/2022)
- Merger control under Legea 21/1996
- SPA governed by Romanian or Swiss law
- Arbitration clauses and seat selection
Rules for a non-EU party from Switzerland
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
Swiss commercial-register extracts and resolutions are apostilled and translated into Romanian by an authorised translator. In Switzerland the apostille is issued by the State Chancellery of the canton where the document was issued, or by the Federal Chancellery for federal documents. Documents are served under the 1965 Hague Service Convention, to which both states are parties.
- Corporate documents of the Swiss AG or GmbH
- Power of attorney for remote signing
- Authorised Romanian translations
- Beneficial-owner declaration (Legea 129/2019)
People and staff
Swiss citizens benefit from free movement under the EU–Switzerland Agreement on the Free Movement of Persons; social security coordination follows Regulation (EC) No 883/2004 as applied under that agreement.
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 Swiss clients
Scope, stages and documents are agreed in writing before work starts.
- Legal activity since 2008 — 18 years of experience
- Remote process for Swiss 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 Swiss matter
Cabinet de Avocatură Pantilimon Rikhárd-Árpád, Târgu Mureș. Office hours: Monday–Friday, 10:00–16:00.