In today’s uncertain economic environment, corporate restructuring has become a crucial tool for Romanian businesses seeking to remain competitive, solvent, and agile. Whether driven by financial difficulties, market shifts, or growth ambitions, restructuring enables companies to reorganise operations, optimise tax structures, reduce liabilities, or merge with strategic partners.
This article provides a practical overview of the main legal strategies available to companies considering corporate restructuring in Romania, covering areas such as mergers and acquisitions (M&A), insolvency procedures, and financial optimisation. The goal is clear: helping businesses achieve long-term stability and unlock sustainable growth.
What is corporate restructuring and why is it relevant in Romania?
Corporate restructuring refers to a set of legal, financial, and operational changes aimed at improving a company’s efficiency, solvency, or strategic positioning. In Romania, businesses pursue restructuring for a variety of reasons:
- To respond to market downturns or sector-specific disruptions
- To reduce financial risk or restructure debt
- To streamline group operations or eliminate redundancies
- To prepare for mergers, acquisitions, or divestitures
- To optimise taxation and regulatory compliance
With an increasingly complex regulatory framework and rising operational costs, corporate restructuring in Romania is no longer just a recovery tactic—it is a proactive legal strategy for business continuity.
M&A legal strategies for effective corporate restructuring
Mergers and acquisitions (M&A) are among the most common forms of corporate restructuring, especially for companies looking to expand, consolidate, or access new markets.
Key M&A options under Romanian law
- Merger by absorption – One company absorbs another, taking over assets and liabilities.
- Merger by formation of a new entity – Two or more companies combine to form a new legal entity.
- Share transfer agreements – Investors or strategic buyers acquire shares of an existing company.
- Asset deals – Sale or transfer of selected business assets instead of entire shareholdings.
Legal considerations for M&A in Romania
- Due diligence – A thorough legal and financial review of the target company is essential to avoid post-transaction liabilities.
- Competition clearance – Certain mergers may require authorisation from the Romanian Competition Council.
- Shareholder and board approvals – Specific corporate governance procedures must be followed.
- Contractual structuring – Well-drafted agreements help mitigate risks related to warranties, indemnities, and regulatory compliance.
Well-planned M&A legal strategies not only reduce the legal risks involved but also create a framework for efficient integration and growth.
Business insolvency law and reorganisation procedures
In some cases, restructuring may be triggered by financial stress or insolvency risks. Romanian law provides mechanisms for both preventive restructuring and formal insolvency proceedings.
Key insolvency and reorganisation options
- Preventive composition (concordat preventiv) – A voluntary arrangement with creditors, supervised by the court.
- Judicial reorganisation – A formal procedure that allows the business to continue operations while implementing a restructuring plan.
- Simplified insolvency – Available for companies with no prospect of recovery, focusing on asset liquidation.
Director liability and creditor protection
Romanian insolvency law includes strict rules regarding director conduct. Business owners and managers must act in good faith and initiate proceedings promptly to avoid personal liability for deepening insolvency or asset mismanagement.
In parallel, the rights of creditors are protected through creditor committees, claims registration, and judicial supervision of the process.
Understanding business insolvency law is critical for any company at risk of financial distress.
Financial and tax restructuring strategies
Legal restructuring is often accompanied by financial and tax optimisation measures, designed to reduce burdens and enhance profitability.
Common approaches to financial restructuring
- Debt refinancing or rescheduling
- Equity conversion or capital increase
- Intra-group restructuring for holding companies
Tax optimisation under Romanian legislation
- Transfer pricing alignment – Particularly relevant for multinational or intra-group transactions.
- Utilisation of tax losses – In certain cases, losses can be carried forward for future tax optimisation.
- Change of tax residence or corporate structure – Subject to local and EU rules on substance and beneficial ownership.
To be effective, these measures must comply with Romanian tax law and OECD/EU anti-abuse provisions. Involving legal counsel during planning ensures compliance and long-term viability.
Legal support during the corporate restructuring process
Whether you are planning a cross-border merger or navigating an insolvency procedure, legal guidance is essential throughout the restructuring process. A specialised legal team can assist with:
- Assessing regulatory requirements and risks
- Structuring the reorganisation plan and legal documentation
- Communicating with creditors, shareholders, and authorities
- Representing the company in negotiations, court proceedings, or M&A transactions
- Ensuring post-restructuring compliance and governance
With the right legal partner, corporate restructuring becomes an opportunity—not a crisis.
Conclusion: turning corporate restructuring into resilience
Corporate restructuring is not simply about survival—it is a strategic tool for long-term business resilience. In Romania, companies facing market uncertainty or financial pressure can rely on a range of legal mechanisms to restructure effectively.
By combining M&A legal strategies, business insolvency tools, and financial restructuring planning, businesses can reduce risk, adapt to change, and secure sustainable growth.
If your company is considering restructuring in Romania, it is essential to act early and strategically—with the support of experienced legal professionals.