A multinational retailer completes its Romanian market entry, confident that its global compliance programme covers every jurisdiction. Six months later, its local distributor network triggers a cartel investigation by the Romanian competition authority. The group had assumed that EU-level compliance was sufficient. It was not. Romanian competition law compliance operates through a distinct national system, with its own thresholds, procedures, and enforcement priorities – and the consequences of non-compliance can be severe.
Competition law compliance in Romania is governed by national competition legislation, aligned with but separate from EU competition rules, and enforced by the Consiliul Concurentei (Romanian Competition Council). Market participants must assess anticompetitive agreements, market dominance, and merger notification obligations independently under Romanian law. Fines for serious infringements can reach a material share of a company's annual Romanian turnover.
This guide sets out the procedural requirements, step-by-step timeline, documentary checklist, common errors by foreign clients, and a decision framework for different business scenarios.
The Romanian competition law system: structure and scope
Romanian competition legislation establishes a comprehensive set of rules covering three core areas: anticompetitive agreements, abuse of market dominance, and merger control. These rules apply to all undertakings operating on the Romanian market, regardless of where they are incorporated.
The Consiliul Concurentei (Romanian Competition Council) is the national competition authority responsible for investigation, enforcement, and merger review. It operates with broad investigative powers. These include dawn raids, document requests, and the authority to interview witnesses. The Council cooperates closely with the European Commission under the EU competition network, which means information gathered in Romania can inform EU-level proceedings and vice versa.
Romanian competition legislation prohibits agreements between undertakings that have as their object or effect the prevention, restriction, or distortion of competition on the Romanian market. This covers both horizontal arrangements – those between competitors at the same level of the supply chain – and vertical arrangements between suppliers and distributors. Price-fixing, market allocation, and output restrictions are treated as the most serious category, attracting the highest fines. Vertical restraints, such as exclusive distribution or resale price maintenance, require more contextual assessment but are routinely reviewed.
The prohibition on abuse of market dominance applies to undertakings that hold a dominant position on the relevant market. Market dominance is not itself unlawful. What competition legislation prohibits is exploitative or exclusionary conduct by a dominant undertaking. Excessive pricing, predatory pricing, tying, and refusal to supply are among the conduct types most frequently examined. Identifying whether a company holds a dominant position requires a market definition exercise. This involves defining the relevant product market and geographic market before assessing market shares and competitive conditions.
Foreign companies whose conduct produces effects on the Romanian market fall within the jurisdiction of the Consiliul Concurentei, even without a registered presence in Romania. This is a point frequently underestimated by international groups managing compliance from headquarters.
Step-by-step compliance process and merger notification procedure
Structuring a sound compliance position in Romania involves several sequential steps. Each step has documentary requirements and, where applicable, statutory timelines.
Step 1 – Conduct a competition risk audit. Before entering the Romanian market or adjusting commercial behaviour, assess which of the three main risk areas – agreements, dominance, and mergers – applies to your business. The audit should map all distribution agreements, pricing policies, information-sharing arrangements, and any planned acquisitions. This exercise typically takes two to four weeks with specialist support.
Step 2 – Assess merger notification thresholds. Romanian competition legislation sets turnover-based thresholds above which a merger, acquisition, or joint venture must be notified to the Consiliul Concurentei before implementation. The thresholds are assessed using the combined worldwide turnover of all parties and the individual Romanian turnover of at least two parties. Where thresholds are met, completion is prohibited until clearance is obtained. Standstill obligations apply from the moment the notification thresholds are triggered.
Step 3 – Prepare the notification file. The notification requires a detailed description of the transaction, market data, and competitive analysis. Key documents include executed transaction agreements, financial statements for the most recent financial year, and a market description covering affected product and geographic markets. The Consiliul Concurentei operates a pre-notification consultation process. Using it reduces the risk of a request for information that restarts the review clock.
Step 4 – Phase I review (up to 45 calendar days). Once a complete notification is filed, Phase I begins. The authority has 45 calendar days to clear the transaction, impose conditions, or open a Phase II investigation. The overwhelming majority of notified transactions are cleared at Phase I without conditions.
Step 5 – Phase II review (if opened). Where the authority identifies serious competition concerns, it opens Phase II. This extends the review significantly – typically by several additional months. During Phase II, the parties may offer remedies to address the identified concerns. Remedy negotiations require their own documentary record.
Step 6 – Implement a compliance programme. Once the structural position is clear, companies should implement an internal competition compliance programme. This covers written policies, staff training, document management protocols, and a procedure for escalating compliance concerns. The Consiliul Concurentei has published guidance on what constitutes an effective compliance programme. Demonstrating an effective programme can mitigate fines in the event of an infringement.
Step 7 – Monitor and review. Competition compliance is not a one-time exercise. Market conditions change. New commercial arrangements raise new questions. Annual compliance reviews, combined with legal sign-off on significant new agreements, are standard practice for well-managed businesses operating in Romania.
For companies that identify a past or ongoing infringement, the leniency programme (leniency programme) administered by the Consiliul Concurentei offers a route to full immunity or a significant fine reduction. The first undertaking to report a cartel and provide sufficient evidence can obtain full immunity from fines. Subsequent applicants may receive graduated reductions. Timing is critical – the leniency programme rewards speed, and the benefit diminishes sharply once a second applicant files.
For a detailed comparison of how this process differs in another EU member state, see our guide to competition law compliance in Portugal, which highlights key procedural contrasts within the EU framework.
To receive an expert assessment of your competition law exposure in Romania, contact us at info@ferrazwhitmore.com.
Common errors by foreign clients and practical pitfalls
International businesses operating in Romania repeatedly encounter the same compliance failures. Understanding these patterns reduces the risk of an avoidable investigation.
Assuming EU compliance is sufficient. Companies with robust EU-level competition compliance programmes often assume that compliance with EU competition rules satisfies Romanian requirements. This is incorrect. Romanian competition legislation operates alongside EU rules, not instead of them. The Consiliul Concurentei applies national law independently, and its enforcement priorities do not always mirror those of the European Commission. Vertical restraints, in particular, are examined more actively at the national level in Romania than in many other EU jurisdictions.
Misreading merger notification thresholds. A frequent error involves completing acquisitions that trigger Romanian notification thresholds without filing. The standstill obligation means that closing before clearance constitutes a procedural infringement in its own right, separate from any substantive competition concern. Fines for gun-jumping – implementing a merger before clearance – are applied by the Consiliul Concurentei and have been imposed in practice.
Underestimating information exchange risks. Trade association membership and industry working groups are active in Romania. Information exchanges between competitors – including the sharing of pricing intentions, capacity plans, or customer data – can constitute an anticompetitive agreement even without a formal written contract. Many foreign companies participate in these forums without adequate legal protocols. The Consiliul Concurentei has investigated several sectors on this basis.
Failing to document procompetitive justifications. Where a commercial agreement raises competition concerns on its face, Romanian competition legislation allows for an exemption if certain conditions are met. The exemption is self-assessed – there is no prior approval mechanism. Companies must document their reasoning at the time of contracting. Reconstructing that reasoning after an investigation begins is considerably less persuasive.
Ignoring dominance risk in niche markets. Market dominance is assessed on the relevant market, which may be defined narrowly. A company with a modest national market share can hold a dominant position in a specific product category or geographic area. Foreign groups that assess their competitive position at the global or EU level often fail to identify local dominance situations. This matters particularly for pricing decisions and supply terms directed at Romanian customers.
Companies facing related corporate disputes in Romania should note that competition law infringements frequently give rise to follow-on civil claims, compounding the financial exposure from regulatory fines.
Self-assessment checklist and decision framework
The following checklist helps market participants identify the most pressing compliance steps before initiating business activity or a transaction in Romania.
Agreements and conduct – verify the following:
- All distribution and agency agreements have been reviewed against Romanian competition legislation, including resale price maintenance and exclusivity provisions.
- Pricing policies do not restrict the freedom of customers or distributors to set their own prices.
- Any information shared in trade association or industry contexts is restricted to historical, aggregated, and non-sensitive data.
- There is a written record of the procompetitive rationale for any arrangement that restricts competition on its face.
- Staff involved in commercial negotiations and procurement have received competition law training within the last 12 months.
Dominance – this area requires attention if:
- The company holds a market share above roughly one third in any defined Romanian product or geographic market.
- The company supplies products or services for which there are few substitutes available to Romanian customers.
- The company has received complaints from customers or competitors about pricing, access, or supply terms.
Merger control – notification is required before completion if:
- The combined worldwide turnover of all parties exceeds the threshold set in Romanian competition legislation.
- At least two of the parties individually generate Romanian turnover above the applicable national threshold.
- The transaction constitutes a concentration – merger, acquisition of control, or creation of a full-function joint venture.
Decision framework by scenario:
- Scenario A – market entry via distribution network: Audit all proposed distribution agreements before signing. Focus on pricing, exclusivity, and territory restrictions. Obtain written legal sign-off before execution.
- Scenario B – acquisition of a Romanian target: Run threshold calculations before signing. If thresholds are met, build the notification timeline into the long-stop date. Use the pre-notification consultation process.
- Scenario C – discovery of a past infringement: Assess leniency programme eligibility immediately. The window for full immunity closes once the Consiliul Concurentei opens a formal investigation.
- Scenario D – receipt of a dawn raid notice: Exercise the right to legal counsel before responding to any questions. Do not destroy or remove documents. Contact specialist legal counsel within the first hour.
Our dedicated competition law services in Romania page sets out how Ferraz & Whitmore supports clients across each of these scenarios, from compliance audits to investigation defence.
For a tailored strategy on competition law compliance for your business in Romania, reach out to info@ferrazwhitmore.com.
Frequently asked questions
Q: How long does merger notification review take in Romania?
A: The Romanian competition authority operates a two-phase review process. Phase I lasts up to 45 calendar days and covers most straightforward transactions. Phase II can extend the review by several additional months where the authority identifies serious competition concerns. Parties should factor both phases into deal timetables when negotiating long-stop dates.
Q: Does a company need a physical presence in Romania to be caught by Romanian competition legislation?
A: No. Romanian competition legislation applies on the basis of effect, not establishment. A foreign company whose conduct has a direct and appreciable effect on the Romanian market can be investigated and fined. This is a common misconception among international groups that assume territorial registration is a prerequisite for jurisdiction.
Q: What are the practical cost implications of a competition investigation in Romania?
A: Direct costs include legal counsel fees, which typically run into tens of thousands of euros for a dawn raid response or a contested investigation. Fines for serious infringements can reach a significant share of annual Romanian turnover. Indirect costs – management time, reputational exposure, and disruption to commercial relationships – often exceed the direct outlay. Engaging a law firm in Romania at the earliest sign of an investigation limits total exposure.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in competition law compliance, merger notification, and enforcement defence across European markets. We regularly advise international entrepreneurs, institutional investors, and in-house legal teams on Romanian competition law obligations – from pre-entry audits to leniency applications and investigation response. As a law firm in Romania and across the EU, our competition law practice covers 15 practice areas, with practitioners who have appeared before national competition authorities and worked on matters coordinated with EU-level proceedings. The firm's Lisbon base provides direct access to Portuguese and EU regulatory systems, while our common law expertise supports cross-border enforcement strategies in English-speaking jurisdictions. To discuss your competition law situation in Romania, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.