M&A in Romania for US Clients
US buyers are non-EU investors for screening and often bring US-style deal terms. We align them with Romanian mandatory law on share transfers, employment and data protection.
Typical matters for US clients
US buyers are non-EU investors for screening and often bring US-style deal terms. We align them with Romanian mandatory law on share transfers, employment and data protection.
- Screening under OUG 46/2022
- Merger control under Legea 21/1996
- Employee consultation and GDPR in due diligence
- Romanian-law share-transfer formalities
Rules for a non-EU party from the United States
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
US certificates of good standing and resolutions are apostilled by the competent Secretary of State and translated into Romanian by an authorised translator. In the United States the apostille is issued by the Secretary of State of the state where the document was notarised or issued, or by the U.S. Department of State for federal documents. Documents are served under the 1965 Hague Service Convention.
- Corporate documents of the US LLC or corporation
- Power of attorney for remote signing
- Authorised Romanian translations
- Beneficial-owner declaration (Legea 129/2019)
People and staff
US citizens need a Romanian long-stay visa, residence permit and, as a rule, a work permit to work in Romania.
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 US clients
Scope, stages and documents are agreed in writing before work starts.
- Legal activity since 2008 — 18 years of experience
- Remote process for US 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 US matter
Cabinet de Avocatură Pantilimon Rikhárd-Árpád, Târgu Mureș. Office hours: Monday–Friday, 10:00–16:00.