Buying a Company in Romania: Legal Checklist
By Szilaghi Law · Updated 28 October 2026 · General information, not legal advice
Buying a Romanian company usually takes five steps: choose the structure, run due diligence, identify the clearances, negotiate the share purchase agreement, then close and register the transfer. The timetable is set by the slowest clearance, so map clearances in the first week.
Choose the structure
Decide between buying shares and buying assets. Shares keep licenses, permits and contracts in place; assets let you leave liabilities behind but may need new permits and move employees under Law 67/2006.
Run due diligence
Review share title, the constitutive act, licenses, material contracts, real estate, employees, litigation and tax. Rank every finding by whether it changes price, structure, timing or the decision.
Map the clearances
Check merger control under Competition Law 21/1996, foreign investment screening under GEO 46/2022 and sector approvals (ONJN, ANRE, BNR, ASF). Each can suspend closing.
Negotiate the SPA
Agree price mechanism, warranties, indemnities, limitations, conditions precedent and long-stop date. Consider W&I insurance for larger deals.
Close and register
Complete conditions, pay the price, transfer the shares, and register the change with the Trade Register or in the shareholders' register. Update beneficial ownership declarations.
Integrate
Change directors and signatories, update bank mandates and notify regulators and counterparties as required.
- Target's Trade Register extract and constitutive act
- Shareholder approvals for SRL share transfers (Law 31/1990)
- List of licenses with change-of-control rules
- Land book extracts for owned real estate
- Material contracts with consent or termination rights
- Merger control and FDI screening analysis
- Draft SPA and disclosure letter
- Closing agenda and post-closing filings
- Signing before clearance analysis. Discovering a filing obligation after signing forces renegotiation of the timetable.
- Ignoring creditor opposition. Some corporate changes can be opposed by creditors within a set period after publication.
- Assuming licenses follow assets. Many Romanian licenses are personal to the holder.
Can the SPA be signed in English?
Yes. Documents filed with Romanian authorities need a certified Romanian translation, but the SPA itself can be in English and governed by a foreign law.
Who pays the Trade Register fees?
The parties agree this in the SPA. The fees are modest compared with deal costs.
Tell us the decision you need to make
Describe the transaction or regulatory issue, the Romanian assets involved and your timetable.
Consultation