Share & Asset Acquisitions
Choosing between a share deal and an asset deal decides what moves to the buyer and which approvals and liabilities come with it. We structure the deal, draft and negotiate the documents and take it through closing.
Updated 28 October 2026 · General information, not legal advice
What the work covers
Structure
Share deal, asset deal or business transfer, with tax input from our partners.
Documents
SPA or APA, disclosure letter, ancillary agreements and transitional services.
Protections
Warranties, indemnities, escrow, price adjustments and W&I insurance.
Closing
Conditions precedent, approvals, funds flow and Trade Register filings.
- SRL transfers. Transfers of SRL shares to non-shareholders need shareholder approval under Law 31/1990 and are subject to creditor opposition rules.
- Licenses. Asset deals can lose licenses that are personal to the seller.
- Employees. Asset and business transfers move employees under Law 67/2006.
- Structure paper
- SPA or APA and ancillary documents
- Closing agenda and post-closing checklist
Can Romanian SPAs be governed by English law?
Yes, parties can choose a foreign law for the SPA. Transfer formalities, Trade Register filings and some mandatory rules remain governed by Romanian law.
Is a notary needed to transfer shares in a Romanian company?
Not for most share transfers. The transfer is made under the share purchase agreement and then registered with the Trade Register for SRLs or in the shareholders' register for SAs.
Tell us the decision you need to make
Describe the transaction or regulatory issue, the Romanian assets involved and your timetable.
Consultation