A Western European group completing an acquisition in Romania discovers, weeks before the intended closing date, that the merger terms have not yet been published in the Monitorul Oficial (Romania's Official Gazette). The creditor opposition window has not even started. Closing conditions in the share purchase agreement are unmet. The deal stalls – and the commercial window begins to close.
Cross-border mergers involving a Romanian entity are governed by Romania's corporate legislation, which has been substantially harmonised with EU directives but retains procedural requirements that differ materially from those of other Member States. The process requires a formal merger plan, mandatory publication in the Official Gazette, a creditor protection period of at least 30 days, and final registration with the Oficiul National al Registrului Comertului (Romanian Trade Register). From initiation to registration, the process typically takes between four and nine months, depending on transaction complexity and the number of jurisdictions involved.
This guide walks through each procedural stage, the documentary requirements, the most common errors by foreign acquirers, cost considerations, and a decision checklist for different deal structures.
How Romania's regulatory system structures cross-border mergers
Romania is an EU Member State. Its corporate legislation has implemented the EU Cross-Border Mergers Directive, which means Romanian companies can merge with counterparts in other EU or EEA states through a defined statutory procedure. That procedure is distinct from a domestic merger and carries additional requirements.
Romanian corporate legislation recognises two principal forms of merger: absorption (where one company absorbs another and the absorbed entity ceases to exist) and consolidation (where two or more entities combine to form a new company). In cross-border transactions, absorption is by far the more common structure. The absorbing entity may be either the Romanian company or the foreign acquirer.
The competent regulatory bodies depend on the specific transaction. The Oficiul National al Registrului Comertului (Romanian Trade Register, commonly "ONRC") handles registration and issues the pre-merger certificate confirming that domestic procedural requirements have been satisfied. Where the transaction meets turnover thresholds under competition legislation, the Consiliul Concurentei (Romania's competition authority) must clear the deal before it can proceed to closing. EU-level review by the European Commission applies where the parties' combined revenues exceed thresholds set by EU competition rules.
Practitioners in Romania consistently note that foreign clients underestimate the significance of the pre-merger certificate. Without it, the foreign registry of the surviving entity cannot complete its own registration step. Missing this stage causes cascading delays across all jurisdictions involved in the transaction.
Understanding the interaction between Romanian corporate law and the laws of the other jurisdiction is essential from the outset. Each side of the transaction must satisfy its own domestic requirements. Closing conditions in the share purchase agreement (SPA) must account for both sets of approvals. Representations and warranties relating to regulatory compliance need to be drafted with Romania-specific procedural steps in mind.
Step-by-step procedural timeline
The cross-border merger procedure in Romania follows a sequence of mandatory steps. Each step has its own documentary requirements and minimum timeframes. Compressing this sequence is not legally possible – skipping or combining stages will cause the registry or court to reject the filing.
Step 1 – Due diligence and deal structuring (weeks 1–8)
Before drafting any transaction document, a thorough due diligence process must be completed on the Romanian target. Due diligence covers corporate, financial, tax, employment, and regulatory dimensions. Under Romanian corporate legislation, the merger plan must accurately reflect the financial position and share exchange ratio of each participating company. Errors or omissions discovered after the plan is published are extremely difficult to remedy without restarting the procedure.
A common error at this stage is treating the due diligence as purely financial. Romanian employment legislation imposes specific information and consultation obligations toward employee representatives when a merger is contemplated. Failing to initiate that process early results in procedural challenges that delay the entire timetable.
Step 2 – Drafting and approval of the merger plan (weeks 6–10)
The merger plan – proiectul de fuziune (draft merger plan under Romanian corporate legislation) – is a detailed document prepared jointly by the management boards of the participating companies. It must include the share exchange ratio, the terms applicable to shares in the surviving entity, the rights of creditors, the treatment of employees, and the proposed effective date of the merger.
The plan must be approved by each company's governing body. For Romanian societati pe actiuni (joint-stock companies) and societati cu raspundere limitata (limited liability companies), the approval thresholds and procedural requirements differ. Misidentifying the applicable company type leads to invalid approvals – a non-obvious risk that surfaces only at the registry filing stage.
Step 3 – Publication in the Official Gazette and creditor protection period (weeks 10–14)
Once the merger plan is approved, it must be published in the Monitorul Oficial. Publication triggers a mandatory creditor opposition period of at least 30 days. During this period, any creditor of the participating Romanian company whose claim predates the publication may oppose the merger before the competent court.
In practice, creditor opposition is relatively rare on straightforward transactions. Where it does occur, the court process adds a minimum of several weeks to the timetable. Counsel should build contingency time into the SPA's long-stop date specifically for this risk.
Step 4 – Shareholder approval (weeks 12–16)
Following the creditor opposition period, each participating company must convene a general meeting to approve the merger. Romanian corporate legislation specifies supermajority thresholds for merger approvals. The general meeting resolution must be notarised. Notarisation requirements in Romania are strict: a notar public (notary public under Romanian law) must be present, and the notarial deed forms part of the filing package submitted to the registry.
Foreign clients sometimes assume that a board resolution or simplified shareholder consent mechanism used in their home jurisdiction is sufficient. It is not. The Romanian notarised resolution requirement applies regardless of what the other jurisdiction's law permits.
Step 5 – Pre-merger certificate from ONRC (weeks 16–20)
After shareholder approval, the Romanian company applies to ONRC for the pre-merger certificate. This certificate confirms that all Romanian procedural steps have been completed correctly. ONRC reviews the filing package, which includes the approved merger plan, the notarised shareholder resolution, evidence of publication, and confirmation that no creditor opposition is pending or that any opposition has been resolved.
Processing times at ONRC vary. In straightforward cases, the certificate is issued within two to three weeks of a complete filing. Incomplete filings – missing a notarised document or an official translation – reset the clock entirely. Every document originating outside Romania must be accompanied by a certified translation into Romanian.
Step 6 – Approval in the other jurisdiction (parallel or sequential)
While the Romanian procedure is progressing, the corresponding steps in the other jurisdiction must also be managed. Where the surviving entity is foreign, that jurisdiction's registry will typically require the Romanian pre-merger certificate before completing its own registration. Sequencing these two tracks is a core project management task in any cross-border merger. Misaligned timelines are one of the most common causes of closing delays.
For transactions involving an EU acquirer, the EU Cross-Border Mergers Directive provides a framework for coordinating the two registries. Outside the EU – for example. There. The acquiring company is incorporated in a non-EU jurisdiction – the process relies on bilateral recognition rules and may require additional steps such as legalisation or apostille of documents.
For a detailed comparison of how Romania's procedure interacts with other EU merger regimes, the guide on cross-border mergers involving Portugal illustrates how parallel EU procedures are coordinated in practice.
Step 7 – Competition clearance (if applicable, parallel track)
Where the transaction meets Romanian competition thresholds, a filing with the Consiliul Concurentei is mandatory before implementation. The authority has defined review periods under competition legislation. typically a first-phase review of up to 45 days from a complete notification. With the possibility of an extended second-phase review if the transaction raises substantive concerns. Competition clearance must be a closing condition in the SPA. Implementing a merger before clearance is received exposes both parties to significant sanctions under Romanian and EU competition rules.
Step 8 – Final registration and effective date (weeks 20–36)
Once all approvals are in place, the merger is registered with ONRC. The merger becomes legally effective on the date of registration. The absorbed entity is dissolved without liquidation – its assets, liabilities, contracts, and employees transfer by operation of law to the surviving entity. Employment legislation imposes automatic transfer of employment relationships; individual consent is not required, but information obligations toward employees must have been satisfied at an earlier stage.
To understand the full scope of corporate governance obligations that arise post-merger for Romanian entities, the firm's overview of corporate law in Romania provides a practical complement to this procedural guide.
To receive an expert assessment of your cross-border merger timeline and approval strategy in Romania, contact us at info@ferrazwhitmore.com.
Documentary checklist and common errors by foreign clients
The ONRC filing package for the Romanian leg of a cross-border merger typically includes the following documents:
- The approved merger plan, signed by management of all participating companies
- The notarised general meeting resolution approving the merger
- Evidence of publication in the Monitorul Oficial and confirmation that the creditor opposition period has expired without unresolved oppositions
- Certified Romanian translations of all foreign-language documents
- Auditor's report on the share exchange ratio (required in most cases under corporate legislation)
Each document must meet specific form requirements. Deviations – even minor ones such as an incorrect notarial formula or a missing apostille – result in the filing being returned. ONRC does not correct deficiencies; it rejects the filing and the applicant must resubmit.
The most frequently encountered errors by international clients are as follows. First, using a share purchase agreement structure where a statutory merger structure is legally required or commercially preferable. An SPA transfers shares; a statutory merger transfers the entire legal entity. These are fundamentally different transactions with different tax, liability, and employment consequences. Choosing the wrong structure is a strategic error, not merely a procedural one.
Second, drafting closing conditions that do not account for Romania-specific timing. A long-stop date set without building in the 30-day creditor opposition period and ONRC processing time will be missed on virtually every transaction.
Third, omitting the employee information and consultation process. Romanian employment legislation requires that employee representatives be informed and – in certain circumstances – consulted before the merger plan is finalised. Initiating this process after the plan is drafted creates procedural risk.
Fourth, relying on representations and warranties alone to address undisclosed liabilities without conducting thorough due diligence on the Romanian entity. Romanian corporate legislation does not permit the surviving entity to escape liabilities of the absorbed company. Representations and warranties offer contractual recourse against the seller, but they do not prevent third-party creditors from pursuing the surviving entity directly after registration.
Cost ranges and decision framework
Legal fees for the Romanian leg of a cross-border merger start from several thousand euros for straightforward transactions and scale significantly for complex, multi-jurisdictional deals involving competition filings or contentious creditor opposition proceedings. Notarial fees are set by regulatory tariffs and depend on the value of assets being transferred. Registry fees at ONRC are determined by transaction type and stated capital values. Translation costs for large document packages can be material.
Competition filing fees, where applicable, are set by the Consiliul Concurentei under competition legislation and are calculated by reference to the combined revenues of the parties.
The decision between a statutory cross-border merger and a share acquisition via SPA turns on several factors. A statutory merger is preferable where the acquirer needs to absorb the Romanian entity's regulatory licences, contracts, or workforce directly and does not want residual liability exposure through a subsidiary structure. An SPA is more appropriate where the acquirer wants to maintain the Romanian entity as a separate legal vehicle. Alternatively. There. Speed is a priority and the seller can deliver clean title on a shorter timetable.
A statutory merger involving a Romanian target is applicable if: the transaction involves two or more EU-incorporated entities. At least one of which is a Romanian company. the parties seek full legal integration rather than a parent-subsidiary structure. and the deal value and complexity justify the four-to-nine-month procedural timetable.
Before initiating the statutory merger procedure, verify the following:
- Company type of the Romanian entity (joint-stock or limited liability) and the applicable approval thresholds
- Whether competition thresholds are met at Romanian and EU level
- Status of employee information and consultation obligations
- Identity and claims of material creditors who may exercise opposition rights
- Alignment of the long-stop date in the SPA with realistic Romanian procedural timelines
If a creditor opposition is filed and proceeds to litigation, the matter may shift from a routine merger registration into contested civil proceedings before the Romanian courts. This trigger – unresolved creditor opposition – is the single most common cause of a cross-border merger timetable collapsing after the creditor protection period closes.
For a tailored strategy on managing the Romanian regulatory process in your specific cross-border transaction, reach out to info@ferrazwhitmore.com.
Frequently asked questions
Q: How long does a cross-border merger involving a Romanian company typically take?
A: From the start of due diligence to the final registration of the merged entity, the process commonly takes between four and nine months. The timeline depends on the complexity of the transaction, the number of jurisdictions involved, and whether competition clearance is required. Mandatory creditor protection periods and court or registry processing times in Romania account for a significant share of that duration.
Q: Is competition authority approval always required for cross-border mergers in Romania?
A: Not in every case. The Consiliul Concurentei (Romania's competition authority) only reviews transactions that meet specific turnover thresholds set by competition legislation. Deals below those thresholds proceed without a domestic clearance filing, though EU-level review by the European Commission may still apply depending on the combined revenues of the merging parties.
Q: A common misconception is that Romanian corporate law follows the same merger procedure as Western European jurisdictions. Is that accurate?
A: It is not accurate. While Romania's corporate legislation has been substantially aligned with EU directives, procedural requirements differ from those of, for example, German or Dutch law in important ways. The mandatory publication of merger terms in the Monitorul Oficial, the creditor opposition period, and the role of ONRC in the registration process are Romania-specific steps that foreign counsel unfamiliar with local practice frequently underestimate. Engaging a lawyer in Romania with cross-border M&A experience is essential to avoid procedural errors that reset the entire timetable.
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 M&A transactions, including cross-border mergers involving Romanian entities. We work with international acquirers, institutional investors, and in-house legal teams who need results-oriented counsel managing multi-jurisdictional merger procedures from due diligence through to final registration. Our M&A practice covers transactions across the EU, with direct experience before Romanian corporate registries and competition authorities. As an international law firm in Romania and across Central and Eastern Europe, Ferraz &. Whitmore supports clients through each regulatory approval stage. Coordinating parallel procedures across jurisdictions so that closing conditions are met on schedule. To discuss how we can support your cross-border merger involving Romania, contact us at info@ferrazwhitmore.com.
For a full overview of the firm's transactional capabilities in Romania, see our dedicated page on M&A transactions in Romania.
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.