🇯🇵Mergers & Acquisitions • Japan

    M&A in Romania for Japanese Clients

    Japanese acquirers typically conduct detailed due diligence on production sites, environmental permits and supplier contracts, and require structured post-closing integration.

    RO / EN / HU
    Languages
    2008
    Legal activity since

    Typical matters for Japanese clients

    Japanese acquirers typically conduct detailed due diligence on production sites, environmental permits and supplier contracts, and require structured post-closing integration.

    • Environmental and operating permits
    • Supplier and customer contract review
    • Screening under OUG 46/2022
    • Post-closing governance documents

    Rules for a non-EU party from Japan

    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

      Japanese corporate documents are apostilled by the Ministry of Foreign Affairs and translated into Romanian by an authorised translator. In Japan the apostille is issued by the Ministry of Foreign Affairs; notarised documents may need prior certification by the Legal Affairs Bureau. Documents are served under the 1965 Hague Service Convention.

      • Corporate documents of the Japanese kabushiki kaisha (KK)
      • Power of attorney for remote signing
      • Authorised Romanian translations
      • Beneficial-owner declaration (Legea 129/2019)

      People and staff

      Japanese managers need a work permit (or secondment permit) and a long-stay visa, followed by a residence permit.

        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

        1

        Scoping

        Deal structure, screening and merger-control check.

        2

        Due diligence

        Corporate, contracts, employment, real estate and permits.

        3

        Negotiation

        SPA, warranties, conditions precedent and closing mechanics.

        4

        Closing

        Share transfer, ONRC registration and post-closing filings.

        Why Choose Us

        How we work with Japanese clients

        Scope, stages and documents are agreed in writing before work starts.

        • Legal activity since 2008 — 18 years of experience
        • Remote process for Japanese clients with power of attorney

        Response Time

        Mon–Fri 10:00–16:00

        Schedule

        Mon – Fri: 10:00 – 16:00

        Book Consultation

        Frequently Asked Questions

        Discuss your Japanese matter

        Cabinet de Avocatură Pantilimon Rikhárd-Árpád, Târgu Mureș. Office hours: Monday–Friday, 10:00–16:00.