Advice on changes in the corporate structure in Romania
Modifying the corporate structure can be one of the necessary steps in the evolution of a business, whether it involves attracting new investors, restructuring share capital, or simply responding to the needs of the company and its shareholders. The procedures for transferring company shares, increasing capital, mergers, or demergers are operations whose rigor can influence the corporate fate. The Blaj Law team offers specialized legal consultancy for entrepreneurs undergoing changes in the composition of their companies, ensuring that the transition to the new business structure does not generate future problems.
The transfer of company shares represents the transfer of ownership rights over a portion of a company. This can be carried out between existing shareholders or to third parties outside the company, each of these options having different legal implications. The transfer of shares involves drafting a transfer contract, obtaining the consent of the other shareholders when the transfer is made to third parties, updating the articles of association, and registering the changes with the Trade Register.
According to Article 202 paragraph (2) of Law 31/1991: “The transfer to persons outside the company is permitted only if approved by shareholders representing at least three-quarters of the share capital.” Thus, the transfer of shares to persons outside the company requires the approval of shareholders holding at least 75% of the share capital, which in practice can lead to potential disagreements and certainly many negotiations.
Often, before the corporate documents for the transfer can be drafted, shareholders must negotiate. The Blaj Law team understands the importance of preliminary negotiations and can assist you in dealings with other corporate bodies to facilitate changes to the company’s structure, including the introduction of third parties into the company.
Beyond negotiations, another equally important step is legal and financial due diligence, which allows for identifying potential risks and opportunities before finalizing any corporate structure modification. Typically, due diligence is necessary when the corporate structure changes through a merger—another method through which companies can optimize their activity and increase their market value.
A merger involves either the absorption of one company by another or the consolidation of multiple companies into a new entity. In the case of absorption, all rights and obligations of the absorbed company are automatically transferred to the acquiring entity. In situations where multiple legal entities merge, their assets and liabilities are consolidated under a newly established company that takes over all their rights and obligations.
The analysis of documents, verification of financial obligations, and assessment of potential litigation are essential to ensuring a safe and beneficial transition for all parties involved. Blaj Law assists you both in the negotiation phase and in the legal analysis process, ensuring that every decision is well-founded and legally protected.
The demerger of a company involves splitting its assets among two or more entities. This can be carried out by transferring part of the assets and liabilities to one or more existing or newly established companies. This procedure is also complex and requires following precise steps, including drafting a demerger project, obtaining shareholder approval, evaluating assets, and registering the changes with the Trade Register. Blaj Law supports entrepreneurs at every stage of the process, ensuring compliance with legal regulations and an efficient transition of assets and responsibilities.
If financial consolidation of the company is desired, increasing share capital is a viable solution. This can be achieved through new contributions from existing shareholders or by attracting new investors. The increase can be carried out through cash contributions or in-kind contributions. Regardless of the method chosen, a resolution from the general meeting of shareholders, updating the articles of association, and registering the change with the Trade Register are required. A commercial law specialist lawyer in Romania from the Blaj Law team can provide strategic consultancy for implementing an efficient and legally compliant capital increase.
Regardless of the type of corporate modification, each of the above-mentioned methods involves legal and administrative aspects that require the attention of specialists. The consultancy offered by Blaj Law covers all stages, from evaluating opportunities and risks to drafting corporate documents. Through our expertise in commercial law, we ensure that each change is made in compliance with the applicable legislation and in the best interest of our clients. Turn to Blaj Law for a simplified and secure corporate structure modification process.
