Mergers, divisions, spin-offs, and cross-border transformations. Tax-neutral restructuring with full regulatory compliance.
18
Years experience
Domestic and cross-border mergers. Full legal process from merger plan to Trade Registry filing.
Total or partial division, carve-outs, spin-off of business lines into separate entities.
EU Mobility Directive implementation: cross-border mergers, divisions, and conversions.
Fiscal Code provisions for tax-neutral reorganizations: no capital gains, no VAT, no transfer tax.
Pre-merger agreements, shareholder rights protection, drag-along/tag-along, earn-out clauses.
Merger control filings with Romanian Competition Council and EU Commission where applicable.
We analyze the optimal restructuring model: merger, division, or cross-border transformation.
We draft the merger/division plan, financial statements, and auditor appointment.
Trade Registry publication, creditor opposition period, shareholder approvals.
Registration of the restructuring, asset transfers, employment law compliance.
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.
feasibility assessment. Tax-neutral structuring tailored to your operations.
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Pantilimon Avocat — Quality legal services in România and Târgu Mureș.