An international distribution agreement active in Romania, a joint venture restructuring across Central and Eastern Europe. Alternatively. A merger that crosses the turnover thresholds of the Romanian competition authority. each scenario can trigger obligations, investigations. Alternatively, sanctions that carry significant financial and reputational consequences. Romanian competition law is enforced with growing rigour, and the cost of inaction or late compliance is rarely abstract.
Competition law in Romania is governed by a developed national legislative regime that mirrors EU competition rules, enforced by the Consiliul Concurenței (Romanian Competition Council). Businesses must comply with prohibitions on anti-competitive agreements, abuse of market dominance, and mandatory merger notification rules before concentrations above defined turnover thresholds are implemented. Violations can result in substantial fines, contract voidness, and follow-on civil liability.
This page explains the principal legal instruments, procedural steps, common pitfalls for international clients, cross-border and EU dimensions, and a practical self-assessment checklist. so your business can act before the Romanian Competition Council acts first.
The Romanian competition regime and its regulatory teeth
Romania's competition legislative regime is built on two mutually reinforcing pillars: domestic competition legislation and directly applicable EU competition rules. The two systems work in parallel. A practice that harms trade between EU member states will simultaneously fall under EU competition law enforced by the European Commission and under Romanian law enforced by the Competition Council.
The Competition Council is the sole national authority responsible for enforcing competition rules. It investigates cartels, abuse of dominant position, and concentrations. It can also act as an advisory body to Romanian courts in private enforcement proceedings. The Council operates under a framework that grants it broad investigative powers: it may conduct unannounced inspections of business premises, seize documents and electronic data, interview employees, and impose interim measures to halt ongoing infringements.
What distinguishes the Romanian regime from some Western European counterparts is the Council's appetite for sector-wide investigations. It has initiated inquiries across retail, energy, pharmaceuticals, and construction. International businesses entering Romania, or already operating there, frequently underestimate the extent to which standard commercial practices – such as selective distribution, exclusivity arrangements, and bundled pricing – attract scrutiny.
Under Romanian competition legislation, anti-competitive agreements are void and unenforceable. This means that a distribution contract containing a resale price maintenance clause does not merely expose the parties to fines. The entire contractual mechanism may collapse, leaving the business without the legal protection it believed the contract provided.
Fines for infringement of the cartel prohibition and abuse of dominance provisions can reach a significant percentage of annual group turnover. Romanian competition legislation sets a high ceiling, and the Council has demonstrated willingness to impose penalties at the upper end of the permitted range in cases it considers serious or repeated.
Key instruments: cartels, dominance, and merger notification
Romanian competition law addresses three categories of conduct with distinct procedural paths. Each requires a different strategic response.
Anti-competitive agreements and cartels. The prohibition on anti-competitive agreements covers horizontal arrangements between competitors. price fixing, market sharing. Bid rigging. Additionally, output restrictions. as well as vertical agreements that restrict intra-brand competition, fix resale prices. Alternatively, partition territories in ways that harm the market. The prohibition applies to any agreement, whether formal or informal, written or oral. Internal correspondence, email chains, meeting minutes, and industry association communications have all served as evidence in Competition Council proceedings.
Hardcore horizontal restrictions – particularly price fixing and bid rigging – attract the most serious enforcement response. The Competition Council treats bid rigging in public procurement as a priority enforcement area. Businesses participating in public tenders in Romania must ensure their communications with competitors before or during the tender process are carefully managed. A leniency programme exists under Romanian competition legislation. A company that self-reports its participation in a cartel and cooperates fully with the investigation can obtain immunity from fines or a substantial reduction. The first company to apply receives the most favourable treatment. Timing is critical: a leniency application that arrives after the Council has opened a formal investigation still qualifies for reduction, but not for full immunity.
Abuse of market dominance. A company holds a dominant position in Romania if it can act independently of competitive pressure on a relevant market. Dominance itself is not prohibited. The prohibited conduct is its abuse: predatory pricing, exclusive dealing that forecloses competitors, tying and bundling that extend dominance into adjacent markets, refusal to supply essential infrastructure, and loyalty rebates conditioned on exclusivity. Establishing whether a company holds market dominance requires a careful analysis of market definition – both the relevant product market and the relevant geographic market. Romanian courts and the Competition Council have applied EU market definition methodology consistently. A company with a strong national market position in Romania may hold dominance even if it is a minor player at EU level.
For a detailed view of how corporate disputes intersect with competition enforcement in Romania, including shareholder claims arising from cartel exposure, see our work on corporate disputes in Romania.
Merger control and notification obligations. Concentrations above the national turnover thresholds must be notified to the Competition Council before implementation. The thresholds are defined by the combined Romanian turnover of the parties and the individual Romanian turnover of each party involved. A concentration implemented without notification – or implemented before clearance is granted – constitutes a serious infringement known as gun-jumping. Romanian competition legislation expressly prohibits closing a notifiable transaction before approval. Gun-jumping investigations can result in fines separate from any substantive assessment of the merger.
The standard review period under Romanian competition legislation runs from the date of complete notification. Phase I review typically concludes within a defined period. If the Council identifies serious competition concerns, it opens a Phase II investigation with a longer timeline. Complex transactions with overlapping activities in concentrated Romanian markets carry a meaningful risk of conditional approval or, in rare cases, prohibition.
Practical tip: merger notification thresholds are calculated using Romanian turnover figures alone. A transaction that falls below EU Merger Regulation thresholds and is handled at Commission level may still trigger a separate Romanian obligation. Multi-jurisdictional transactions across Central and Eastern Europe frequently generate parallel national filings. Coordination between counsel in each jurisdiction is essential to avoid inconsistent remedy proposals.
To receive an expert assessment of your merger notification obligations in Romania, contact us at info@ferrazwhitmore.com.
Pitfalls that international clients encounter
International businesses entering Romania through acquisition, distribution agreements, or greenfield investment consistently encounter a set of recurring mistakes. Understanding them before engagement reduces the risk of a costly correction later.
Assuming EU-level compliance is sufficient. A company whose EU compliance programme was designed for the European Commission's enforcement priorities may find it does not address Romania-specific risk areas. Romanian competition enforcement priorities reflect local market conditions. Sector-specific conduct – in retail, energy, or construction – that has not been scrutinised at EU level may already be under investigation in Romania.
Underestimating vertical agreement risk. Many international clients believe competition law concerns only horizontal cartel behaviour between direct competitors. In Romania, vertical restrictions are actively investigated. Distribution networks that impose resale price maintenance, grant absolute territorial protection, or include non-compete obligations beyond permitted durations have been the subject of Competition Council proceedings. A standard international distribution template that has not been reviewed against Romanian competition legislation is a latent liability.
Failing to assess dominance before pricing decisions. A company that holds a strong position in a Romanian product market may be dominant without realising it. Pricing decisions, rebate structures, and exclusivity terms that are commercially standard in competitive markets become legally problematic for a dominant company. The Competition Council has pursued abuse of dominance cases in markets where the respondent company genuinely believed it was subject to competitive pressure.
Missing the notification window in M&A. Romanian merger control rules apply a standstill obligation: the transaction cannot close until clearance is received. Missing the notification trigger – because Romanian turnover thresholds were miscalculated or not assessed at all – results in gun-jumping exposure. This risk is highest in transactions structured as share purchases of Romanian subsidiaries, where the Romanian revenue line may not be prominently visible in global deal documents.
Leniency timing errors. When internal investigations reveal possible cartel participation, companies often deliberate for weeks or months before deciding whether to approach the Competition Council. In the interim, a co-conspirator may file first. The leniency programme rewards speed. A company that waits loses the immunity window and faces the full fine.
Cross-border dimension: EU competition law and the Portugal connection
Romania's membership in the European Union means that competition infringements with an effect on trade between member states fall simultaneously within EU jurisdiction. The European Commission and the Competition Council cooperate through the European Competition Network. A company under investigation in Romania may also attract parallel EU-level attention if the conduct affects markets in more than one member state.
For international businesses with operations across both Portugal and Romania. a pattern common in the energy, retail. Additionally. Services sectors. the competition compliance obligations in each jurisdiction run in parallel but are enforced by separate authorities with different procedural rules and investigation timelines. A leniency application filed with the European Commission does not automatically protect against fines at national level. Separate national applications may be required. Our analysis of competition law in Portugal sets out the parallel obligations under the Portuguese competition authority and how they interact with EU enforcement.
EU Regulation 1/2003 enables national competition authorities to apply EU competition rules directly. Where the Competition Council opens an investigation under both Romanian and EU competition law, the substantive standards applied are functionally identical. However, procedural rules – rights of access to file, hearing rights, fine calculation methodologies – differ. International clients accustomed to the European Commission's investigative process may find the Romanian procedure more condensed and less predictable in its timeline.
Cross-border merger transactions require careful sequencing. A transaction notified to the European Commission under the EU Merger Regulation may still generate parallel obligations in Romania if the Romanian thresholds are met independently. The one-stop-shop principle under EU merger rules applies only when EU thresholds are satisfied. Below those thresholds, each member state's notification rules apply in full.
Private enforcement of competition law in Romania has grown in scope. Parties harmed by cartel conduct or abuse of dominance can bring civil claims for damages before Romanian courts. The courts may request the Competition Council's opinion on competition law issues. Follow-on damages claims – brought after the Council issues an infringement decision – are procedurally more straightforward than standalone claims, because the infringement finding serves as binding proof. International clients with supply chain exposure to Romanian cartel-affected markets should assess their position as potential claimants.
For broader guidance on establishing and operating a business in Romania before competition obligations arise, see our guide to company formation in Romania.
To discuss how Romanian and EU competition law apply to your cross-border commercial arrangements, reach out to info@ferrazwhitmore.com.
Self-assessment checklist before engaging the Romanian competition system
This checklist applies if your business is currently active in Romania or is planning to enter the Romanian market through acquisition, distribution, or organic growth.
Merger control applies to your transaction if:
- The combined Romanian turnover of all parties exceeds the threshold set in competition legislation
- At least two of the parties independently generate Romanian turnover above the individual threshold
- The transaction constitutes a concentration – acquisition of control, merger, or creation of a full-function joint venture
- No EU one-stop-shop exemption applies
Before implementing any distribution or commercial agreement in Romania, verify:
- The agreement does not set or recommend resale prices in a binding manner
- Territorial restrictions comply with the applicable vertical block exemption conditions
- Non-compete obligations do not exceed the duration permitted under Romanian competition legislation
- The agreement has been reviewed against the current Romanian enforcement priorities, not only EU-level guidance
Dominance assessment is required if:
- Your company holds a significant or leading position in any Romanian product or geographic market
- You are considering loyalty rebates, exclusivity arrangements, or below-cost pricing strategies
- You are planning to refuse supply to a downstream customer that relies on your product or infrastructure
Leniency is the most urgent option if:
- An internal review has revealed evidence of past or ongoing cartel participation
- You have reason to believe a co-participant may approach the Competition Council before you do
- An investigation has already been announced and your business is within the potentially affected sector
Frequently asked questions
- How long does a Competition Council investigation typically take in Romania?
- Phase I merger reviews are completed within a defined statutory period – generally within a few weeks of a complete notification. Cartel and abuse of dominance investigations are considerably longer, often running for one to three years depending on the complexity of the conduct, the number of parties involved, and whether interim measures are sought. A business under investigation should plan for an extended process and manage document preservation obligations from the outset.
- Can a company avoid fines entirely by applying to the Romanian leniency programme?
- Full immunity from fines is available only to the first company that discloses a cartel to the Competition Council before a formal investigation is opened. or. In certain conditions, even after an investigation has begun, provided the Council did not already have sufficient evidence. Subsequent applicants receive reductions, not immunity. The common misconception is that leniency is available at any point with similar benefits. In practice, a delay of even a few days can convert an immunity application into a partial reduction application. Engaging a lawyer in Romania with competition investigation experience as soon as cartel exposure is identified is essential.
- Does a transaction cleared by the European Commission also satisfy Romanian merger notification requirements?
- Not automatically. The EU one-stop-shop principle applies only when EU Merger Regulation thresholds are met. If a transaction falls below those thresholds, the Romanian notification rules apply independently. Even where EU clearance has been obtained, Romanian counsel should verify whether separate national filing is required. As a law firm in Romania advising on multi-jurisdictional transactions, we coordinate this assessment as part of every cross-border deal review.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our competition law practice supports international businesses operating in Romania and across the EU – from merger notification and leniency applications to distribution agreement compliance and dominance assessments. We combine Portuguese civil law expertise with English common law tradition to deliver competition law counsel that addresses both national enforcement by the Competition Council and parallel EU-level proceedings. Our attorneys have advised on competition matters before national competition authorities and in coordination with EU regulatory procedures. The firm's 15 practice areas and network of local counsel across Europe provide integrated support for clients managing multi-jurisdictional compliance and enforcement risk. To discuss your competition law position in Romania and build an effective strategy, 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.