Pantilimon Avocat · Based in Târgu Mureș · Since 2008

Acquiring a Romanian company

Romanian-law support for foreign buyers, strategic investors and existing shareholders: reviewing the target, negotiating acquisition documents and preparing the corporate steps after completion. Pantilimon Avocat is based in Târgu Mureș, with legal practice since 2008.

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From target review to post-acquisition governance

The proposed purchase, the target’s existing obligations and the buyer’s governance objectives belong in the same transaction brief. Identify both what you intend to acquire and how the Romanian operation will be managed afterwards.

Foreign-investor resources and related services

Company-law documents on a business workspace

Mergers and acquisitions under Romanian law

Share deal. In a limited liability company (SRL), a transfer of shares to a person who is not already a shareholder requires the approval of shareholders representing at least three quarters of the share capital (Companies Law 31/1990, art. 202) and is recorded with the Trade Register (ONRC).

Asset deal. The buyer acquires specific assets, contracts or a business line; each asset class follows its own transfer formalities, for example a notarial deed and land book registration for real estate.

Merger. A merger or division follows Chapter VI of Law 31/1990: a merger plan approved by the administrators, filed with the Trade Register and published, after which creditors may file an opposition before the general meeting decides.

Clearances. Transactions above the turnover thresholds of Competition Law 21/1996 must be notified to the Romanian Competition Council, and certain foreign investments are subject to screening under Government Emergency Ordinance 46/2022.

Due diligence. A legal review of the target covers corporate records, real estate, contracts, employees, permits, litigation and tax exposure before the price and warranties are agreed.

UBO declaration after closing AML obligations

Romanian legal support across the investment lifecycle

Buying a Romanian company: shares or assets

Describe whether you intend to acquire the company itself, selected assets, an operating business or a stake through a capital increase. The proposed structure determines the documents and questions for review; a new incorporation is not a substitute for acquisition due diligence.

Corporate records, ownership chain, authority to sell and existing shareholder arrangements.
Material contracts, financing, guarantees, disputes, employees, property and activity-specific authorizations within the agreed review scope.
Letter of intent, confidentiality agreement, share or asset purchase agreement, disclosures and proposed risk allocation.
A signing and completion checklist identifying approvals, third-party consents, document dependencies and proposed registry filings.

The instruction can include a legal findings report, an issues list for negotiation, marked-up transaction documents and a completion checklist. Financial, tax, valuation and technical assessments are coordinated with the relevant advisers, not presented as a legal audit.

Greenfield investments and industrial projects

A factory, logistics site, energy project or other new facility needs a project-specific legal brief. Identify the site, intended activity, development stage and proposed operating company before committing to land or a long-term lease.

Available title and land-register documents, access arrangements, easements, encumbrances and site-related disputes.
Planning documents and the available construction, environmental and operating-permit file for review with technical specialists.
Land purchase or lease terms, development agreements, construction contracts and conditions linked to approvals.
Project-company governance, group financing documents and coordination of the legal work with the development team.

The legal work can be organized around a site-document checklist, identified legal issues, a responsibility map and contract reviews. A legal review does not certify engineering feasibility or guarantee permission, funding or a launch date.

Property transactions and site due diligence

Representing foreign shareholders and owner interests

Tell us whether the proposed client is the investor, a parent company, a minority shareholder or the Romanian company. Their interests may differ. The client and authority to instruct must be identified before the scope of representation is confirmed.

Current articles of association, shareholders’ agreements, ownership percentages and administrator appointments.
Proposed voting arrangements, reserved decisions, reporting provisions, funding arrangements and transfer or exit terms.
Meeting notices, resolutions, corporate correspondence and records relevant to a disagreement or proposed change.
Potential conflicts between shareholders, directors, administrators and the company itself.

Advice can address the proposed governance documents, a shareholder’s Romanian-law position or representation in a specific corporate dispute. No general assurance of control, access to records or a successful exit replaces an individual review.

Company law, governance and shareholder matters

Romanian subsidiary governance and parent-company reporting

For an existing investment, identify the legal work the overseas owner needs: review of corporate decisions, commercial contracts, outstanding disputes or coordination of amendments. Agree who supplies records and who may approve instructions.

A legal matter register recording the agreed scope, responsible contacts and known procedural dates.
Review of proposed shareholder and administrator decisions and Romanian documents within the mandate.
Status reports based on the records provided, with open questions and decisions needed from the owner.
Coordination with accountants, auditors and foreign counsel while keeping their professional responsibilities separate.

The frequency and scope of legal reporting are confirmed for the instruction. This is not an automated investment-monitoring dashboard, a financial audit or a promise that every operational risk will be detected.

Investor representation and ongoing legal support

Your initial investment brief

Investor, target company and proposed client
Ownership and control structure, including the overseas parent
Acquisition, greenfield project or existing shareholder issue
Documents already signed and known decision or filing dates
Available company records, draft agreements and site documents
Foreign counsel, accountant and technical contacts already involved

From inquiry to a defined mandate

Identify the parties, intended client and possible conflicts.
Review the Romanian-law questions and available document file.
Confirm legal tasks, representation authority and adviser responsibilities.
Prepare the agreed document reviews and identify unresolved dependencies.

Send a short summary first, not an unrestricted data-room archive. An inquiry does not establish representation or preserve a deadline.

Questions from foreign investors and shareholders

Romanian counsel for your investment

Pantilimon Avocat, based in Târgu Mureș, Str. Rodnei nr. 3, Ap. 1. Legal practice since 2008; communication in English, Romanian and Hungarian. Advice concerns the agreed Romanian legal work, not a guaranteed investment return or regulatory outcome.

Lawyers and professional credentials Set up a new Romanian company Creditor claims and cross-border recovery

Discuss your Romanian investment

Acquiring a Romanian company

From target review to post-acquisition governance

Mergers and acquisitions under Romanian law

Romanian legal support across the investment lifecycle

Buying a Romanian company: shares or assets

Greenfield investments and industrial projects

Representing foreign shareholders and owner interests

Romanian subsidiary governance and parent-company reporting

Your initial investment brief

From inquiry to a defined mandate

Questions from foreign investors and shareholders

What should an overseas buyer ask a Romanian acquisition lawyer to review?

Can Romanian counsel assist an Indian or Chinese investor with market entry?

How do I brief a Romanian lawyer about a minority-shareholder disagreement?

What legal information should I assemble for a factory or logistics investment in Romania?

Can an overseas parent request English reporting on Romanian subsidiary matters?

Can you represent the foreign owner rather than the Romanian company?

What documents should I prepare before buying a Romanian company?

How are investment screening and merger control handled?

Can the Romanian part be coordinated while I remain abroad?

What should I send for a greenfield investment?

How long will the acquisition or investment take?

Romanian counsel for your investment