Many Romanian manufacturing companies were founded in the 1990s and 2000s and are now facing generational change. For foreign investors this creates real opportunities: existing factories, trained staff, customers and permits. But buying a company is very different from buying a building. Here is how the process usually works.
1. Share deal or asset deal
The first decision is the structure of the transaction.
- Share deal: you buy the shares of the Romanian company (SRL or SA). Contracts, permits and employees stay in place, but you also take over the company’s history, including possible tax and legal liabilities.
- Asset deal: you buy selected assets, such as land, buildings, machinery and brand. Liabilities stay with the seller, but permits often need to be obtained again, and employees involved in the transferred business are protected by the rules on transfer of undertakings.
The right choice depends on the risk profile, the permits involved and tax considerations, and should be agreed with your lawyer and tax advisor.
2. Confidentiality and letter of intent
After a first meeting, the parties sign a non-disclosure agreement (NDA). Once the main terms are clear (price range, structure, timing, exclusivity), they are set out in a letter of intent (LOI), which opens the due diligence phase.
3. Due diligence: what to check
- Legal: shareholders, statutory documents, contracts with customers and suppliers, litigation.
- Real estate: land book extracts (extras de carte funciară), cadastre, building permits and acceptance protocols for the factory.
- Tax and financial: financial statements, tax compliance, the tax certificate issued by ANAF, receivables and debts.
- Permits: environmental permit, fire safety authorisation (ISU), sector-specific licences.
- Employees: employment contracts, collective agreements, health and safety.
- Technical: condition of machinery and buildings, energy consumption, required investments.
4. Approvals
Depending on the size of the companies, the transaction may need clearance from the Romanian Competition Council. In sensitive sectors such as energy, infrastructure or critical technologies, foreign direct investment screening may also apply. These steps must be included in the timeline.
5. Contract, signing and closing
The share or asset purchase agreement sets out price, payment mechanism, guarantees from the seller and conditions to closing. After closing, the change of shareholders is registered with the Trade Register (ONRC) and the integration phase begins: management, banking, reporting and, often, an investment plan.
Why local support matters
Many good companies are not publicly for sale. Finding them, building trust with the founders and coordinating lawyers, auditors and technical experts in Romanian is where a local advisor makes the difference.
If you are looking for a company or a factory in Romania, contact us to define your mandate.
This article is general information and is not legal, tax or investment advice.