🇵🇱Mergers & Acquisitions • Poland

    M&A in Romania for Polish Clients

    Polish buyers often acquire Romanian fleets or logistics companies. Licences, vehicle financing and driver employment are the core review points.

    RO / EN / HU
    Languages
    2008
    Legal activity since

    Typical matters for Polish clients

    Polish buyers often acquire Romanian fleets or logistics companies. Licences, vehicle financing and driver employment are the core review points.

    • Transfer of transport licences
    • Leasing and vehicle-financing contracts
    • Employment and working-time compliance
    • Competition Council notification check

    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

      Polish KRS extracts and resolutions are apostilled and translated into Romanian by an authorised translator. In Poland the apostille is issued by the Ministry of Foreign Affairs (MSZ), after any required prior certification of the document. Court documents are served between EU Member States under Regulation (EU) 2020/1784.

      • Corporate documents of the Polish sp. z o.o. or S.A.
      • 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

        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 Polish clients

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

        • Legal activity since 2008 — 18 years of experience
        • Remote process for Polish 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 Polish matter

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