Mergers and acquisitions don’t end with the closing of the deal. In Romania, the real legal work often begins after the transaction is signed, during the critical phase of post-merger integration. Without proper legal alignment, even the most promising deals can encounter regulatory issues, employment disputes, or intellectual property conflicts.
This guide outlines the essential legal steps Romanian and foreign companies must take to ensure a smooth and compliant post-merger integration.
Corporate governance alignment and statutory updates
One of the first legal priorities is aligning the new company’s governance structure. This typically involves updating the articles of association to reflect the new management, shareholding structure, or decision-making procedures.
If the deal involves changes to company directors or statutory representatives, those appointments must be legally registered with the Romanian Trade Register.
Where foreign shareholders are involved, the process may require legalised or apostilled corporate documentation. Failing to complete these formalities can invalidate board decisions or slow down key approvals, undermining post-merger business continuity.
Employment transfers and labour compliance
If employees are being transferred from one company to another, Romanian labour law (Law No. 53/2003 – Labour Code) imposes strict obligations to protect workers’ rights.
The acquirer must ensure:
- Employment contracts are transferred with the same conditions
- Employees are notified of the transfer in advance
- Any redundancies follow legal procedures and include social dialogue where applicable
Additionally, if collective labour agreements are in place, their continuation or renegotiation must be assessed early in the process.
Intellectual property and IT asset integration
Combining operations after an M&A deal often involves consolidating intellectual property rights and technology assets.
Companies must ensure that all patents, trademarks, software licences, and proprietary content are formally assigned to the acquiring entity or reflected in updated contracts.
In Romania, IP rights must be registered with the appropriate authority—such as OSIM (for trademarks and patents) or EUIPO (for EU-wide protections)—to be enforceable. Without these updates, the merged company could face ownership disputes or licensing limitations.
Regulatory approvals and sector-specific notifications
Companies operating in regulated sectors, such as financial services, gambling, energy, or telecom, may be required to notify Romanian authorities after completing a merger.
Agencies such as the Financial Supervisory Authority (ASF), the National Gambling Office (ONJN), or the telecom regulator (ANCOM) may require updated documentation or post-merger clearance.
In some cases, licences or permits must be reissued in the name of the new legal entity. Failure to meet these requirements can result in suspended activity or administrative sanctions.
Contract novation and supplier/customer communications
Commercial contracts should be carefully reviewed to determine whether the change of ownership or legal structure requires novation or formal amendment.
Some agreements may contain change-of-control clauses that trigger consent requirements from the other party.
Stakeholders, including suppliers, clients, and service providers, should be promptly informed of the merger. Clear communication reduces confusion, reassures business partners, and helps maintain operational continuity during the transition.
Post-merger tax and accounting actions
From a tax and accounting perspective, the merged entity must ensure all financial records reflect the new structure.
This involves registering fiscal changes with the Romanian tax authority (ANAF), aligning VAT registration, updating invoicing protocols, and consolidating accounting systems.
Tax inconsistencies during this phase can lead to audits, reporting delays, or loss of tax deductions. Legal and financial advisors should work together to harmonise these elements as early as possible after closing the deal.
Conclusion: post-merger legal integration is as important as the deal itself
As Romania integrates the full scope of MiCA, AML regulations, and tax enforcement, startups and investors in the crypto space must adopt a structured legal strategy.
From obtaining authorisation as a CASP to managing AML risks and structuring smart contracts legally, compliance is now fundamental to success and long-term viability.
At Iorgulescu-Legal, we support crypto ventures, fintech innovators, and tech investors in navigating Romania’s regulatory landscape—combining legal rigour with a deep understanding of emerging technologies.