Mergers & Acquisitions · Romania
Work with a mergers and acquisitions lawyer in Romania
Romanian transactions turn on local form requirements, Land Book registration and the way the codes are applied in practice. You describe the deal you are planning; we connect you with a lawyer who handles mergers and acquisitions in Romania and can read the file in context.
- Share and asset deals under the Companies Law
- Due diligence, notarial form and Land Book checks
- Free, no-obligation matching with a Bucharest-qualified lawyer
No fees for the introduction. You decide whether to instruct the lawyer afterwards.
Get matched with a lawyer
Tell us about your situation and receive a free, confidential case review.
Before you sign
Why the local framework decides the shape of a Romanian deal
You are buying a business, selling a stake or merging two companies with operations in Romania, and you need someone who understands how the framework actually works before signature. Romanian commercial life is governed by the Companies Law (Law No 31/1990) inside a continental civil-law system where the codes, rather than binding precedent, set the rules — and where any real-property element brings notarial form and Land Book registration into the transaction. A mergers and acquisitions lawyer in Romania reads your deal through that lens: due diligence, share transfers, security, employment exposure and the tax treatment of what changes hands. We match you with a lawyer who handles this work, at no cost to you, usually within 24 to 48 hours.
Romania in practice
How Romanian law shapes a transaction
Romania is a continental civil-law jurisdiction built on comprehensive codes, so the written rule and its official interpretation carry the weight. These are the local points that most often change how a deal is structured, documented or priced.
A code-based system, not a precedent-led one
The Civil Code (Law No 287/2009, in force since 1 October 2011), the Civil Procedure Code (Law No 134/2010) and the Companies Law (Law No 31/1990) form the backbone of a Romanian transaction. Court decisions are not generally a source of law, although decisions of the Constitutional Court bind erga omnes and certain rulings of the High Court of Cassation and Justice are mandatory for lower courts.
Who may act and who may appear in court
Practice before Romanian courts is reserved to lawyers registered with a Romanian Bar, all of which are united in the National Association of Romanian Bars (UNBR). Representation by a qualified lawyer is compulsory before the courts of appeal and the High Court of Cassation and Justice, which matters if a warranty, earn-out or payment dispute ends in litigation after closing.
Notarial form and Land Book publicity
Under Article 1244 of the Civil Code, conventions transferring or constituting real rights that are to be entered in the Land Book must be concluded in authentic notarial form, on pain of absolute nullity. Registration in the Land Book (cartea funciară) is as a rule constitutive, so buyers and lenders rely on Land Book extracts when immovables sit inside the target.
Court fees if the deal ends in a dispute
Actions are subject to a judicial stamp fee under Government Emergency Ordinance No 80/2013, set on a degressive sliding scale for money claims and payable in advance at first instance and on appeal. Lawyers’ fees are freely negotiated — there is no binding official tariff — and the losing party may be ordered to cover the winner’s reasonable costs.
Tax points that move the price
Romania applies a flat 10% personal income tax to individuals and a 16% corporate income tax under the Fiscal Code (Law No 227/2015). Payments such as dividends, interest and royalties may suffer withholding at source, and non-residents earning Romanian-source income should obtain a Romanian tax registration number (NIF) from ANAF. Double-taxation treaties are relevant to cross-border sellers.
Land and foreign ownership
Under Law No 312/2005 and Article 44 of the Constitution, EU/EEA citizens may acquire land on the same terms as Romanian citizens, while third-country nationals and stateless persons may acquire land only under international treaties and reciprocity. Buildings may be owned without nationality restrictions, and many non-EU purchasers therefore structure land acquisitions through a Romanian company.
Key time limit — Commercial & Corporate Law
Debt and contractual claims (general limitation period) — 3 years. The default period for claims arising out of the transaction documents, unless a special rule applies.
Every country detail on this page is taken from official Romanian sources (legislatie.just.ro, ANAF, UNBR) and the European e-Justice Portal, consulted in 2025.
- European e-Justice Portal — National justice systems: Romania
- Law No 51/1995 on the organisation of the legal profession (Romanian legislation portal)
- Civil Code and related limitation periods (Romanian legislation portal)
- Government Emergency Ordinance No 80/2013 on judicial stamp fees
- Law No 312/2005 on the acquisition of land by foreign persons
- Fiscal Code (Law No 227/2015) and implementing rules — ANAF
What clients bring to us
The moments when a local lawyer changes the outcome
Most cross-border instructions start with one of these three pressures.
The deal has a property element
Your target owns land or buildings in Romania, and you discover that a transfer of ownership must be clothed in authentic notarial form and then entered in the Land Book to take effect.
You are buying shares from abroad
You are negotiating in another language and another legal tradition, and you need the Romanian documents, corporate approvals and tax consequences checked against the Companies Law and the Fiscal Code.
Something goes wrong after closing
A warranty claim, an earn-out or a payment falls into dispute, and you need counsel who can act before a Romanian court where representation by a qualified lawyer is required.
How matching works
A short, structured route to the right Romanian counsel
You keep control of the mandate; we remove the search.
Matched on the transaction type
Tell us whether it is a share purchase, an asset deal, a merger or a joint venture, and we look for a lawyer whose practice covers that work in Romania.
No charge for the introduction
Matching is free. Any fee arrangement is agreed directly between you and the lawyer, because lawyers’ fees in Romania are freely negotiated and not set by an official tariff.
First response in 24–48 hours
You receive an answer quickly, so a timetable agreed with the other side does not slip while you are still searching for counsel.
Borders and languages covered
We work with lawyers across European jurisdictions, which helps where the Romanian target sits inside a wider group transaction or a multi-country auction.
Cross-border reach
Romanian deals rarely stop at one border
If your transaction touches another European market, we can look for counsel there in parallel with the Romanian matching.
Questions we hear
Practical answers on Romanian M&A counsel
Do I need a mergers and acquisitions lawyer in Romania if I already have counsel at home?
Very often, yes. Your home counsel knows the commercial logic, but Romanian documentation runs on the Companies Law (Law No 31/1990), the Civil Code and the Fiscal Code, and the language of the courts is Romanian. A local mergers and acquisitions lawyer in Romania handles the filings, the form requirements and the enforcement questions that sit inside Romanian territory.
Must a Romanian transaction be signed before a notary?
Not every transaction. Article 1244 of the Civil Code requires authentic notarial form for conventions that transfer or constitute real rights to be entered in the Land Book, such as a transfer of ownership of immovable property, on pain of absolute nullity. Where the deal touches land or buildings, a Romanian notary public must execute the act, and registration in the Land Book follows.
What court fees apply if a Romanian dispute arises from the deal?
Money claims carry a judicial stamp fee under Government Emergency Ordinance No 80/2013 on a degressive sliding scale — for example, 8% up to 500 lei, then banded rates rising to 6,105 lei plus 1% of the amount over 250,000 lei. The fee is payable in advance at first instance and on appeal, and is updated annually for inflation.
Can a non-EU buyer acquire land in Romania?
Under Law No 312/2005 and Article 44 of the Constitution, EU and EEA citizens may acquire land on the same terms as Romanian citizens. Citizens of third states and stateless persons may acquire land only under international treaties and reciprocity, so many non-EU purchasers hold Romanian land through a Romanian company. Buildings can be owned without nationality restrictions.
How are dividends, interest and capital gains taxed in a Romanian deal?
Romania applies a flat 10% personal income tax to individuals and a 16% corporate income tax under the Fiscal Code (Law No 227/2015), with withholding at source possible on dividends, interest and royalties. Non-residents are taxed on Romanian-source income subject to any applicable double-taxation convention, and should obtain a Romanian tax registration number (NIF) from ANAF.
How quickly can you match me with a Romanian lawyer?
First responses usually arrive within 24 to 48 hours of your enquiry. There is no charge for the matching itself — you simply tell us the deal type, the sector and the timing, and we introduce a lawyer who handles mergers and acquisitions work in Romania.
Next step
Describe your Romanian transaction once
Send us the essentials — share or asset deal, sector, target location and your timetable — and we will look for a mergers and acquisitions lawyer in Romania whose practice fits. The introduction costs nothing and commits you to nothing.