What types of restructuring are available in Romania?

Merger by absorption, merger by combination, total division, partial division (spin-off), cross-border merger, cross-border division, cross-border conversion. Each has specific legal requirements and timelines.

Is corporate restructuring tax-neutral?

Yes, when structured under Art. 33 of the Fiscal Code. Requirements: business continuity, asset transfer at fiscal value, tax obligation transfer. We ensure all conditions are met for full tax neutrality.

How long does a merger take in Romania?

Domestic merger: 3-6 months (merger plan – publication – 30-day creditor opposition – shareholder vote – Trade Registry). Cross-border: 6-12 months including foreign jurisdiction requirements.

What about employees during restructuring?

Romanian law (and EU Acquired Rights Directive) protects employees: employment contracts automatically transfer, terms cannot be worsened due to restructuring, collective agreements remain in force.

Do I need competition clearance?

If combined annual turnover exceeds €10M in Romania (or €250M at EU level), merger control filing is required. We handle both Romanian Competition Council and EU Commission filings.

Can I restructure across borders?

Yes. The EU Mobility Directive enables cross-border mergers, divisions, and conversions between EU member states. We coordinate with lawyers in the target jurisdiction for seamless execution.

EU Cross-Border Directive • Tax-Neutral Restructuring • Trade Registry Expert

Corporate Restructuring Romania 2026

Mergers, divisions, spin-offs, and cross-border transformations. Tax-neutral restructuring with full regulatory compliance.

Consultation +40 740 011 411

Years experience

Restructuring Services

Mergers

Domestic and cross-border mergers. Full legal process from merger plan to Trade Registry filing.

Divisions & Spin-offs

Total or partial division, carve-outs, spin-off of business lines into separate entities.

Cross-Border Transformations

EU Mobility Directive implementation: cross-border mergers, divisions, and conversions.

Tax-Neutral Restructuring

Fiscal Code provisions for tax-neutral reorganizations: no capital gains, no VAT, no transfer tax.

Shareholder Agreements

Pre-merger agreements, shareholder rights protection, drag-along/tag-along, earn-out clauses.

Competition Clearance

Merger control filings with Romanian Competition Council and EU Commission where applicable.

Our Process — Step by Step

Feasibility Study

We analyze the optimal restructuring model: merger, division, or cross-border transformation.

1-2 weeks

Restructuring Plan

We draft the merger/division plan, financial statements, and auditor appointment.

2-4 weeks

Regulatory Process

Trade Registry publication, creditor opposition period, shareholder approvals.

2-4 months

Completion

Registration of the restructuring, asset transfers, employment law compliance.

Completion day

Corporate Restructuring Law in Romania

Romania's Companies Law (31/1990) and the Fiscal Code provide a comprehensive framework for tax-neutral corporate restructurings. Mergers and divisions can be executed without triggering capital gains tax, VAT, or property transfer tax when properly structured.

The EU Cross-Border Mobility Directive (2019/2121), transposed into Romanian law, enables cross-border mergers, divisions, and conversions between EU member states. This is increasingly used by companies seeking to establish or relocate structures within the EU.

Pantilimon Avocat has completed 100+ corporate restructurings with a combined deal value exceeding €500 million. We manage the entire process: from feasibility analysis through regulatory filings to post-completion integration.