FOR BUSINESSES

Corporate law and company matters in Romania

A company’s structure and decision-making rules should support the way its business operates. Murar și Asociații provides corporate law assistance, from incorporation and organisation through to transactions, restructuring and voluntary dissolution.

Documents and a governance structure for corporate transactions

Company organisation and changes

We prepare articles of association, shareholder resolutions and documents for corporate changes. Services cover share capital, business activities, share transfers, management and business locations, as well as suspension or resumption of activity and voluntary dissolution.

In transactions and reorganisations, we assess the legal implications for the company and its shareholders. We provide legal opinions on individual decisions or as part of an ongoing advisory relationship.

Corporate decisions and formalities

We check the requirements for adopting resolutions and their consistency with the articles of association and the law. We prepare the necessary documents and assist with registering changes at the National Trade Register Office. For a new venture, see our analysis of setting up a company in Romania, covering share capital, documentation and registered activities.

What information is useful for an initial discussion?

The current articles of association, company details and a description of the proposed transaction. Any disputes between shareholders are also relevant, as they may affect how decisions are adopted and implemented.

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Setting up or changing a Romanian company

The useful starting point is the operation you intend to carry out: establishing a new business, bringing in an investor, transferring an interest, changing management or reorganising an existing company. Each situation calls for a different set of documents and commercial decisions.

For a new company

Describe the proposed activities, the founders and intended ownership structure, who will manage the business and the location envisaged for its operations. Explain any connection with a foreign parent company or investor and the intended launch date. These facts help organise the incorporation work and identify the matters requiring further review.

For a share transfer or a change in ownership

Bring the current articles of association, available company records and a description of the intended transaction. Identify the parties, the interests being transferred, the commercial terms already discussed and any outstanding negotiations. Financing arrangements, existing agreements between shareholders and a dispute affecting the transaction should also be identified.

For management changes or corporate decisions

Explain the decision the company needs to take, who is expected to approve it and the practical reason for the change. The current corporate documents, earlier resolutions and relevant correspondence provide the basis for reviewing and preparing the proposed operation.

Your initial enquiry

State whether the matter concerns a new or existing Romanian company, the operation contemplated and any approaching date. For international businesses, identify the countries involved and the language of the available records. Detailed documentation can be organised after the initial discussion and conflict check.

Learn about our team and how we organise an engagement. Our guide to setting up a company in Romania provides the related legal analysis; monthly legal retainers address ongoing business assistance.

Discuss a Romanian company matter

THE NEXT STEP

Let’s discuss
your legal needs.

Tell us about the matter for which you need legal assistance. We will discuss the options, the steps required and the terms of our engagement.

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