M&A in Romania for UK Clients
UK buyers are non-EU investors for Romanian screening. Deal documents are often drafted in English under English law with a Romanian-law transfer layer.
Typical matters for UK clients
UK buyers are non-EU investors for Romanian screening. Deal documents are often drafted in English under English law with a Romanian-law transfer layer.
- Screening under OUG 46/2022
- English-law SPA with Romanian transfer formalities
- W&I insurance considerations
- Merger control under Legea 21/1996
Rules for a non-EU party from the United Kingdom
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
Companies House documents and board resolutions are apostilled by the FCDO and translated into Romanian by an authorised translator. Documents are served under the 1965 Hague Service Convention.
- Corporate documents of the UK limited company (Ltd) or PLC
- Power of attorney for remote signing
- Authorised Romanian translations
- Beneficial-owner declaration (Legea 129/2019)
People and staff
UK nationals arriving after 2020 need a Romanian residence and, as a rule, a work permit; social security coordination follows the Protocol to the EU–UK Trade and Cooperation Agreement.
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 UK clients
Scope, stages and documents are agreed in writing before work starts.
- Legal activity since 2008 — 18 years of experience
- Remote process for UK 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 UK matter
Cabinet de Avocatură Pantilimon Rikhárd-Árpád, Târgu Mureș. Office hours: Monday–Friday, 10:00–16:00.