Corporate & Commercial Law in Romania
Comprehensive counsel for business incorporation, governance, and operations.
Overview
Corporate and commercial law governs the formation, operation, and transactions of businesses. In Romania, companies are typically structured as limited liability companies (SRL) or joint-stock companies (SA). The choice of corporate form affects liability, governance, capital requirements, and disclosure obligations. We advise clients on entity selection, incorporation, and ongoing corporate housekeeping, as well as on mergers, acquisitions, commercial contracts, and corporate financing.
Incorporation and Corporate Structuring
Setting up a Romanian company involves drafting or reviewing articles of association, registering with the Trade Registry, and complying with tax and other regulatory registrations. For foreign investors, we assist with branch and subsidiary structures, ensuring that the chosen form aligns with the investor's group structure and operational needs. We also advise on corporate restructuring—conversions, mergers, divisions—when business needs evolve.
Governance and Compliance
Corporate governance encompasses the rules and practices by which companies are directed and controlled. Romanian law imposes specific obligations on directors, including duties of loyalty and care, and regulates shareholder meetings, distributions, and related-party transactions. Companies in regulated sectors may face additional governance requirements. We help clients design and implement governance frameworks that meet legal requirements and support sound decision-making.
Mergers and Acquisitions
M&A transactions require careful legal planning. We support both buyers and sellers through due diligence, negotiation of sale and purchase agreements, and coordination of closing conditions—including any required regulatory approvals. We advise on structuring deals to optimize tax and regulatory outcomes, and we assist with post-closing integration and compliance.
Commercial Agreements
Commercial relationships are typically governed by contracts: supply agreements, distribution agreements, joint venture agreements, and service contracts. Well-drafted agreements clearly allocate risk, define performance obligations, and provide for termination and dispute resolution. We draft and negotiate commercial contracts tailored to our clients' industries and risk profiles.
When to Seek Corporate Legal Counsel
Engaging counsel early is advisable when forming a company, entering a significant commercial relationship, or contemplating a merger, acquisition, or restructuring. Proactive legal support helps avoid disputes, ensures regulatory compliance, and positions clients to execute transactions efficiently. Cristina Gore provides corporate legal counsel to companies and investors across sectors, with particular depth in energy, real estate, and regulated industries.