M&A in Romania for German Clients
German buyers typically acquire Romanian SRLs or carve out assets. Merger control under Legea 21/1996 may apply, and investments in security-relevant sectors are checked against Romanian screening rules.
Typical matters for German clients
German buyers typically acquire Romanian SRLs or carve out assets. Merger control under Legea 21/1996 may apply, and investments in security-relevant sectors are checked against Romanian screening rules.
- Legal due diligence on corporate, real estate and employment
- Share purchase agreement under Romanian law
- Competition Council notification thresholds
- Cross-border merger under Legea 31/1990 and EU rules
EU framework that applies
EU screening under OUG 46/2022 targets non-EU investors, but Romanian national rules on investments in security-relevant sectors should still be checked for the target; merger control under Legea 21/1996 applies above the thresholds.
Documents and cross-border formalities
German corporate documents (Handelsregister extract, shareholder resolutions) are apostilled under the 1961 Hague Convention and translated into Romanian by an authorised translator. In Germany the apostille is issued by the competent regional authority (for court and notarial documents usually the Landgericht or the Land authority designated for the document). Court documents are served between EU Member States under Regulation (EU) 2020/1784.
- Corporate documents of the German GmbH or AG
- Power of attorney for remote signing
- Authorised Romanian translations
- Beneficial-owner declaration (Legea 129/2019)
People and staff
EU citizens can live and work in Romania without a work permit; posted workers keep home social security with an A1 certificate under Regulation (EC) No 883/2004.
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 German clients
Scope, stages and documents are agreed in writing before work starts.
- Legal activity since 2008 — 18 years of experience
- Remote process for German 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 German matter
Cabinet de Avocatură Pantilimon Rikhárd-Árpád, Târgu Mureș. Office hours: Monday–Friday, 10:00–16:00.