Corporate Law & M&A

The classic procedure through the Trade Registry (ONRC) takes 3-7 working days:

1. Verification and reservation of the name (2-3 days, free online)
2. Drafting the articles of incorporation + identity documents of associates
3. Minimum share capital per law (deposited in a blocked bank account)
4. Registered office — notarized declaration if at a different address than your own
5. Filing the application with ONRC — with applicable official fees
6. Registration certificate issued in 3-5 days
7. Tax code automatically generated

Our assistance covers all stages and includes drafting personalized articles of incorporation (clauses on share transfer, withdrawal, dividends). For a fee estimate, schedule an initial consultation.

Due diligence is the thorough examination of a company or asset before a major transaction — company acquisition, merger, large investment, credit secured with shares.

What we verify:

• Legal — corporate documents, key contracts, ongoing litigation, intellectual property
• Tax — debts to ANAF (National Tax Agency), tax assessments
• Financial — balance sheets, cash flows, bank debts
• Commercial — relations with key clients and suppliers
• Regulatory — authorizations, licenses, GDPR compliance

BVIR coordinates due diligence for national and international investors in Bihor and beyond. Typical duration: 3-6 weeks.

Good contracts anticipate problems before they arise. Essential clauses for commercial contracts:

• Clear definition of the object — without ambiguity
• Term and suspensive conditions — when obligations arise
• Contractual penalties — percentage or fixed amount for delays
• Unilateral termination — cases and procedure
• Force majeure — with extended definition post-2020
• Jurisdiction clause — competent court (preferably Bihor Tribunal for Oradea clients)
• Applicable law — essential for contracts with international element
• Confidentiality and non-compete — reasonable duration (6-24 months)

A carefully drafted contract saves 5-10x the drafting cost in avoided litigation.

In case of voluntary or judicial dissolution of an SRL/SA (Romanian LLC/JSC), associates are entitled to their share of the net assets remaining after creditors' payment, proportional to their participation in the capital.

Stages:

1. Dissolution decision (General Meeting)
2. Appointment of liquidator
3. Payment of debts
4. Sale of assets
5. Distribution of balance to associates

Associates have the right to permanent information, to verification of liquidation acts, and to challenge the liquidator's decisions in court. If the company has losses greater than its assets, associates are not obliged to pay extra (except for SNC — general partnerships — or assumed personal guarantees).

Yes, under specific conditions provided by Law 31/1990:

• Failure to bring promised contribution (most frequent cause)
• Bad-faith use of company funds
• Causing damage to the company through illicit acts
• Associate fraud

Exclusion may be requested by any associate or by the company through court action. The procedure takes 6-18 months at first instance. The excluded associate receives the value of social shares assessed at the moment of exclusion (calculated by judicial accounting expert).

In practice, many exclusions are resolved through negotiated voluntary assignment — faster and less costly than litigation.

Business transfer involves the sale of an organized set of assets and rights that constitute a functional economic entity — different from selling individual assets.

The two main forms:

• Business fund assignment — sale of the whole (clientele, contracts, assets, trademarks)
• Sale of social shares / shares — change of control over the company

Key considerations: continuity of employment contracts (Articles 169-170 Labor Code), creditor notification, liability guarantees, takeover due diligence, taxation (VAT, transfer tax).

BVIR coordinates business transfer transactions, with emphasis on buyer protection against hidden liabilities.

The strategy depends on the dispute type and commercial relationship:

1. Written notification — formal, with deadline and clear request
2. Mediation — voluntary, cheaper than court, preserves the commercial relationship
3. Arbitration — if the contract has an arbitration clause; faster than court
4. Court action — at the lower or higher court, depending on value

For certain claims — we recommend payment order, much faster (30-60 days vs 1+ year).

For complex disputes (technical contracts, IP, improper performance) — classic process with extensive evidence (expert reports, interrogations, etc.).

For companies contracting credit with a non-banking financial institution (IFN — NBFI), the main obligations are:

• Provision of real financial information — balance sheet, debt situation, cash flows
• Real guarantees — mortgages, pledges, sureties
• Compliance with covenants — minimum financial indicators (DSCR, leverage)
• Notification of major changes — change of control, restructuring, disputes

Company rights are equally important:

• Verification of abusive clauses (correct APR, hidden costs, variable interest)
• Consumer protection — for eligible small companies
• Possibility of renegotiation

See our detailed guide on NBFI.