The Romanian Competition Council is the designated authority responsible for implementing Romanian Competition Law No 21/1996 (the ‘Competition Law’). Therefore, the Romanian Competition Council has all the rights and obligations provided for by Council Regulation (EC) No 139 of 20 January 2004 on the control of concentrations between undertakings.

Notifiable concentrations

The Competition Council must be notified of economic concentrations where:

• the combined aggregate turnover of all the undertakings concerned is greater than the RON equivalent of EUR 10 000 000, and
• at least two of the undertakings involved have each generated, in Romanian territory, a turnover greater than the RON equivalent of EUR 4 000 000.

The Competition Council must be notified of these operations before implementation and following the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest.

Notification exemptions

There are four situations in which the acquisition of control over an undertaking does not constitute an economic concentration:

• where control is acquired and exercised by a court-appointed liquidator or by another person appointed by a public authority in order to initiate procedures for cessation of payments, recovery, bankruptcy, liquidation, legal seizure and analogous proceedings;
• where credit institutions or other financial institutions or insurance companies, the normal activities of which include transactions and dealing in securities for their own account or for the account of others, acquire securities on a temporary basis for resale, provided that they do not exercise voting rights in respect of those securities with a view to determining the competitive behaviour of that undertaking or provided that they exercise such voting rights only with a view to preparing the disposal of all or part of that undertaking or of its assets or the disposal of those securities and that any such disposal takes place within one year of the date of acquisition;
• where control is acquired by a company whose sole activity is to acquire, manage and dispose of shares, without being directly or indirectly involved in the management of the relevant undertaking, without prejudice to the rights that it holds as shareholder, on the condition that the voting rights are only exercised to maintain the full value of the investments in question and not to determine the competitive behaviour of the relevant undertaking;
• where undertakings, including those belonging to economic groups, are undergoing operations to restructure or reorganise their own activities.

Submission of notifications

Where the concentration is expected to be carried out following the launching of a public bid or an announcement regarding the intention to make such a bid, the notification shall be submitted by the bidder. In all other cases, the notification shall be submitted by the person/company acquiring control.

The notification must be submitted in compliance with the form provided in Annex 1 and Annex II of the 2017 Regulation on Economic Concentrations (the ‘Regulation’), which can be found on the Competition Council website, and must be forwarded to the Competition Council in three copies: two hard copies (including one original) and one electronic.

The notification must include:

• a forwarding address, signed by the relevant legal representative or authorised individual;
• the completed notification form, where applicable, in compliance with the templates provided in Annex I and II of the Regulation;
• proof of payment of the notification fee.

The document may be delivered:

• in person or by courier with acknowledgement of receipt;
• by registered letter with acknowledgement of receipt;
• by fax with a request for acknowledgement of receipt;
• by email with a request for acknowledgement of receipt.

The information mentioned above provides a summary of how to initiate notification procedures for economic concentrations. We recommend that all parties consult the 2017 Regulation on Economic Concentrations (available on the Romanian Competition Council website) in order to ensure that all procedural requirements are complied with.

Insolvency and liquidation procedures in Romania are conducted through the National Trade Register Office.

Legislation

You will find further details on insolvency in Law No 85 of 2014 on insolvency prevention and insolvency proceedings, as subsequently amended and supplemented.

The list of all the legislative acts regulating the Insolvency Proceedings Bulletin (IPB) can be found here.

For a detailed presentation of insolvency proceedings, please access the following page of the National Trade Register Office website.

Types of liquidation procedures

In Romania, legal persons have the following options available:

• Legal dissolution of a single-member company (SRL)
• Legal dissolution of a general partnership (SNC), limited partnership (SCS), multi-member company (SRL), joint stock company (SA) and limited equity partnership (SCA)
• Simultaneous dissolution and liquidation of an SNC, SCS, SRL and economic interest group (EIG)
• Voluntary dissolution and liquidation of an SNC, SCS, SRL, SA and SCA with a liquidator appointed
• Judicial dissolution and liquidation due to invalidity or by court decision

Romanian legislation does not currently provide for the possibility of transferring the registered office of a foreign company to Romanian territory.

The deadline for transposing Directive (EU) 2019/2121 of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions is 31 January 2023.

You can find more information on transferring a registered office here.

The National Trade Register Office ensures that court decisions establishing the financial liability of the debtor's management and/or supervisory bodies are publicised, by publishing them in the Insolvency Proceedings Bulletin and entering them in the trade register.

The Insolvency Proceedings Bulletin is a necessary publication that enables economic operators in Romania to constantly adapt to EU market economy principles, and is a way of streamlining their businesses if signs of insolvency emerge.

Thus, if insolvency proceedings are initiated, summons, notifications, service of documents, communications and court decisions issued by court authorities and the insolvency administrator/liquidator are published in the Insolvency Proceedings Bulletin edited by the National Trade Register Office.

The publication of procedural acts in the Insolvency Proceedings Bulletin has replaced, since its creation date on 1 August 2006, the summoning of parties to proceedings and the service of procedural acts on individual parties to proceedings.

It is an exception to the rule of the presumption of service of procedural acts summons and notifications to parties to the proceedings whose registered office, domicile or place of residence is abroad and with regard to whom the service of procedural acts is subject to the Code of Civil Procedure, republished, as subsequently amended and supplemented.

You can find more information on the civil liability of company directors on the following website.

The services offered by the National Trade Register Office also include changing the legal form of a business.

Changing the legal status of natural persons (PFA [authorised natural person], II)

You will find more details on changing the legal status of natural persons on the website of the National Trade Register Office.

Assistance and representation offices operating within mayor’s offices can draw up documents, provide guidance on how to correctly complete the application for registration and to carry out the formalities for submitting documents and represent the natural person at the trade register office attached to the relevant court.

Changing the legal form of a company

Article 205 of Law No 31/1990 on companies, republished, as subsequently amended, lists the documents required to register the particulars concerning changes in the legal form of a company. You can also find the list of these documents on the website of the National Trade Register Office.

Changing the legal form of a company also entails payment of a statutory fee.

In accordance with Article 180 of Law No 31/1990 on companies, republished, as subsequently amended and supplemented, where the shareholders’ register is kept by an authorised private independent register company, it is mandatory to list the company and its head office in the trade register, as well as any changes made in relation to these identification elements.

The application will be dealt with by the director of the trade register office attached to the court and/or the designated person(s), who may also order supporting documents other than those listed to be produced.

The assistance services of the trade register office attached to the relevant court can draw up documents, have them authenticated or, where applicable, record them with a certain date, and provide guidance for correct completion of the application for registration, in return for payment.

More details on changing the legal form of companies can be found on the website of the National Trade Register Office.

The documents needed to change the legal form of companies can be submitted online, by going to the National Trade Register Office procedure on changing the legal form from the Electronic Single Point of Contact (you can find the corresponding link in the Available services section below).

Closing authorised natural persons (PFA), individual undertakings (II) and family businesses (IF)

In accordance with Emergency Order No 44 of 16 April 2008 on the pursuit of economic activities by authorised natural persons, individual undertakings and family businesses, as subsequently amended and supplemented, authorised natural persons cease trading and are removed from the trade register in the following cases:

• on the death of the authorised natural person;
• at the wishes of the authorised natural person;
• pursuant to Article 25 of Law No 26/1990, republished, as subsequently amended and supplemented. An application for removal from the register, accompanied by a certified copy of the supporting documents, where applicable, must be submitted by any interested person to the trade register office attached to the court with jurisdiction in the area where their registered office is based.

The documents required to remove authorised natural persons, individual undertakings and family businesses from the trade register can be found here. Other supporting documents may be ordered to be produced by means of a reasoned resolution.

The application for registration and the documents required by law, filed and numbered, must be submitted by the applicant directly to the National Trade Register Office, by post with a note declaring the value and acknowledgment of receipt, or electronically. Applications sent electronically via the online services portal or by e-mail must have a qualified electronic signature integrated, attached or logically associated. If the documents are sent by post, a photocopy of the applicant’s identity card, duly certified by the holder and bearing the original signature, must be enclosed therewith.

A certificate of removal from the register, accompanied by the decision, will be issued as a result of the procedure.

You can find more information on the removal of natural persons (PFA, II and IF) from the register on this page of the National Trade Register Office.

Closing a business for legal persons

A company is dissolved:

1. on expiry of the business operating period;
2. when the purpose of the business can no longer be pursued or the purpose has been achieved;
3. by the company being deemed invalid;
4. by decision of the general assembly;
5. by a court decision, at the request of any partner, for a good reason, such as serious disagreements between the partners that prevent the operation of the business;
6. when the company goes bankrupt;
7. for other reasons provided for by law or the company’s memorandum of association.

The assistance services of the trade register office attached to the court may, in return for payment, draw up documents, have documents authenticated or, where applicable, record documents with a certain date or provide guidance on how to correctly complete the application for registration.

You can find more information on dissolution, liquidation and removal of legal persons here.

In accordance with the legal rules in force, the main function of the commercial register kept by the National Trade Register Office is to register all legal persons subject to registration and authorised natural persons, individual undertakings and family businesses carrying out an economic activity that have their registered office or headquarters within the territorial jurisdiction of the court, and to record changes to already registered acts, facts and entries.

In order to obtain the detailed list of documents required when registering a company, please consult the information provided under the ‘Incorporations’ menu of the National Trade Register Officewebsite, which includes the following sections:

• Preliminary operations;
• Natural persons;
• Legal persons.

Entry in the trade register of legal persons, authorised natural persons, individual undertakings and family businesses carrying out an economic activity that have their registered office or headquarters within the territorial jurisdiction of the court involves recording data from the registration documents of the entities being registered and keeping an official archive of incorporation documents or amendments thereto and of other documents expressly provided for by law.

Moreover, in accordance with the legal rules in force, the National Trade Register Office keeps the register of beneficial owners of companies for legal persons required to be entered in the commercial register, except for public corporations, businesses and national companies.

The documents required to register a legal or natural person can be transmitted online through the Electronic Single Point of Contact(you can find the corresponding links in the Available services section below).

More information on incorporations:

• Incorporations natural persons
• Incorporations legal persons