Corporate Commercial and M&A

Total spin-off and partial spin-off in Romania A Romanian company can undergo various changes in the course of its business activities. This article analyzes the procedure for company spin-off in Romania, the types of company spin-offs in Romania, and the conditions for the procedure of spin-off in Romania, as provided by the provisions of the Romanian Company Law. According to the regulations of Law 31/1990, the spin-off of a Romanian company is the process by which its entire patrimony is split between two or more existing companies or those that come into being as a result of this process, with the Romanian company that went through spin-off om Romania ceasing to exist. The Romanian law firm Pavel, Mărgărit & Associates recommends seeking the services of a commercial lawyer in Romania or corporate lawyer in Romania who can assist you throughout the entire process of spin-off in Romania to ensure that all necessary steps are followed in accordance with the provisions of the Romanian Company Law. Types of Company Spin-off in Romania As previously mentioned, a Romanian company can undergo various changes during its activity. Any changes to a Romanian company must be made according to the provisions of its articles of association by registering mentions within the Romanian Trade Registry. Law 31/1990 provides for two types of spin-off in Romania: total spin-off in Romania and partial spin-off in Romania. Additionally, the Civil Code also regulates the spin-off of a company. According to the Civil Code, a total spin-off in Romania refers to the spin-off in Romania of the entire patrimony of a Romanian company between two or more existing legal entities or those created through the spin-off process itself. A partial spin-off in Romania refers to the separation of a part of a company’s patrimony, which does not cease to exist, and transferring it to one or more legal entities, either already existing or created through this process. A company lawyer in Romania or corporate lawyer in Romania can assist in a company spin-off in Romania by drafting any necessary documents and submitting them to the Romanian Trade Registry. Conditions for Company Spin-off in Romania To carry out the company spin-off procedure, certain conditions must be met according to the provisions of the Romanian Company Law, as well as the formalities required by the Romanian Trade Registry. To implement the spin-off in Romania, each company involved must decide to spin-off, following the conditions established for amending the articles of incorporation in Romania. A spin-off project in Romania must be drafted, which will include information regarding the form, name, and headquarters of each Romanian company involved, the conditions of the spin-off in Romania, a precise description and distribution of the assets and liabilities to be transferred to each beneficiary company, as well as any other information required by Law 31/1990. This spin-off project in Romania must be submitted to the Romanian Trade Registry, signed by all the representatives of the participating companies, along with a declaration from the company that will cease to exist after the spin-off, specifying how the liabilities will be settled, and a declaration regarding the publication method of this spin-off project in Romanian. Creditors with a clear, liquid claim that predates the publication of the spin-off project in Romania have the right to file an objection. A corporate lawyer in Romania or a commercial lawyer in Romania can assist you with drafting a spin-off project in Romania and fulfilling any necessary formalities at the Romanian Trade Registry. “It is important for a Romanian company that chooses to undergo the spin-off procedure to seek the assistance of a corporate lawyer who can provide support throughout the entire procedure and ensure that all steps are followed in accordance with current regulations,” stated Dr. Radu Pavel, Managing Partner at the Romanian law firm Pavel, Mărgărit & Associates. The Romanian law firm Pavel, Mărgărit & Associates invites you to confidently seek the help of a company lawyer in Romania or a commercial lawyer in Romania from the team, who have extensive experience in this field, by filling out the contact form available at https://www.staging-q.avocatpavel.com/contact-us/. Don't navigate these challenges alone. Contact Us today for expert assistance tailored to your needs. Contact Us In conclusion, the spin-off in Romania can be a complex process that requires specialized assistance from a company lawyer in Romania. It is important that all necessary steps provided by law are properly followed, whether it is a total spin-off in Romania or partial spin-off in Romania, which is why the Romanian law firm Pavel, Mărgărit & Associates recommends seeking the help of a commercial lawyer from their team to ensure that the spin-off in Romania is carried out in accordance with the applicable regulations. Pavel, Margarit and Associates Law Firm is one of the top law firms in Romania, providing high-quality legal services. The firm’s clients include multinational and domestic companies of great magnitude. In 2024, the law firm’s success stories brought it international recognition from the most prestigious international guides and publications in the field. As a result, Pavel, Margarit and Associates Law Firm ranked 3rd in Romania in the Legal 500’s ranking of business law firms with the most relevant expertise. The law firm is internationally recognized by the IFLR 1000 Financial and Corporate 2024 guide. Additionally, Pavel, Margarit and Associates Law Firm is the only law firm in Romania recommended by the international director of Global Law Experts in London in the Dispute Resolution practice area. All relevant information about Pavel, Margarit and Associates Law Firm can be found on the website www.avocatpavel.com.