What is the procedure for division of a company in Romania?

Deniza Cristian 24/03/2023 | 12:57

According to the Law 31/1990 regarding commercial companies, the corporate division in Romania is made by dividing the patrimony of commercial company in Romania that ends its existence between two or more existing commercial companies in Romania or that thus come into being. The corporate division in Romania is decided by each commercial company in Romania, under the conditions established for the amendment of the articles of incorporation of companies, by voting the division project in Romania.


The Romanian Law firm Pavel Mărgărit and Associates recommends contacting a lawyer specialized in corporate, commercial divisions law in Romania, who can provide legal assistance and representation in the procedure of division of a company in Romania, legal services consisting of, among others, in drafting of the legal documentation necessary for the division, namely the representation before the competent authorities in the various stages of the procedure, as well as a lawyer specialized in commercial litigation in Romania, in case of objections to the division project and not only.

The first step in carrying out the division of a company in Romania consists in drafting of a division project in Romania, which will include information regarding the name and registered office of all the companies involved in the division of the company, the conditions of the division, the description and the distribution of the assets and liabilities that will be transferred to the beneficiary companies.

Afterwards, the division project in Romania, signed by attendants, is submitted to the trade register, where each company is registered in Romania. The trade register submits the application for registration of the mentions regarding the division with the related documentation to the competent court, after which the division project is published in the Official Gazette of Romania for opposition. If the company has its own web page, it can replace the publication in Official Gazette of Romania with the advertising carried out through its own web page. In any of the options presented, creditors have the right to object the division project in Romania, which is why the Romanian Law Firm Pavel Mărgărit and Associates recommends contacting a lawyer specialized in commercial litigation in Romania, who can assist you in this procedure, analyzing and balancing the conditions for admitting the creditor’s claim, as described in Law 31/1990 on commercial companies.

The Romanian Law Firm Pavel, Mărgărit and Associates is recognized for the legal services offered at the highest level in the field of commercial and corporate law in Romania, assisting numerous clients in the procedure of division of a company in Romania, this being a complex procedure, carried out in several stages, taking into account that the objections to the project of division of the commercial company in Romania can lead to a difficult and long-lasting process.

According to the regulations of Romanian Law 31/1990, the administrators that participate in division of the company in Romania must draw up a written, detailed report, in which they explain the division project and specify its legal and economic foundation, especially regarding the rate of exchange of shares and the criteria for their distribution. According to the Romanian Law 31/1990, within 3 months from the date of publication of the division project in Romania, the general meeting of each participating company will decide on the division, in compliance with the Romanian framework.

A lawyer specialized in corporate, commercial, divisions law in Romania can guide you in the procedure of division of a company in Romania, the legal services consisting among others in drafting or reviewing of the documentation requested by the competent authorities, mentioning for example decisions of general meetings, decisions of Board of Directors, as well as assistance and representation both in drafting of the division project and in the eventuality of objections.

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