Romania

Stratulat Albulescu Attorneys at Law (“SAA”) has advised Corden BioChem on the takeover and reactivation of the dormant bioethanol production facility, previously owned by Clariant Group and the subsequent acquisition of a neighboring biomass-based co-generation plant from Getec Servicii Energetice, both assets being located in Podari, Dolj County. The acquisition represents a strategic component of Corden BioChem’s broader business plan to develop a biotechnology hub in Dolj County, Romania. This transactions marks two mandates in which SAA has assisted in connection with the Podari industrial platform. The first was in 2024, when Stratulat Albulescu advised International Chemical Investors Group (ICIG), a well-known industrial group with sales exceeding EUR 3 billion and more than 6,000 employees worldwide, on the acquisition of the dormant bioethanol production site in Podari, Dolj County, from Clariant Group, one of the world’s leading specialty chemical companies. This latest transaction marks a significant step for the Romanian industrial and energy market, enabling the restart of one of the country’s largest bioethanol production facilities while ensuring energy self-sufficiency through low-carbon co-generation. By integrating bioethanol production with renewable energy generation, the Podari platform is positioned as a benchmark for sustainable industrial operations in Romania and aligns with broader European objectives on energy transition, decarbonisation and security of supply. Corden BioChem is the biotechnology subsidiary of International Chemical Investors Group (ICIG), a privately held industrial group with global operations. Headquartered in Germany, Corden BioChem is a leading contract development and manufacturing organisation (CDMO) for high-quality biotech products, with more than 70 years of experience and one of Europe’s largest fermentation and downstream processing capacities. The SAA team advising on the deal was led by Silviu Stratulat (Managing Partner), Manuela Iurașcu (Partner) and Luiza Ionescu (Special Counsel), and included Ana Kusak (Partner), Victor Iacob (Managing Associate), Alexandru Lazăr (Senior Associate), Alina Ghezuroiu (Associate) and Carlos Boșogeanu (Associate). The mandate covered integrated legal assistance across corporate, real estate, competition, M&A and energy matters. For any other information on this, please feel free to contact Delia Bîjnea (Head of Marketing and Communications) at [email protected] or Anastasia Tache (Marketing Assistant) at [email protected].

The Real Estate VAT Crisis: Fiscal Impact, Contractual Liabilities, and Legal Solutions Starting August 1st, a tax increase will come into effect, raising the vat rate from 9% and 19% to 21% for new residential properties regardless of their value. This change has caused unrest in the real estate market and raised numerous questions regarding the applicability of the new rates. Clients and developers face challenges related to the validity of contracts signed before the legislative amendment and the risk of significant additional costs. In cases where a contract of sale was signed during the period when the reduced vat rate applied, but the actual delivery of the property occurs after the tax increase, the issue arises regarding the application of the vat rate in force at the time of delivery. According to Article 291 paragraphs (1) and (3) of the fiscal law, the delivery of real estate is taxable at the vat rate in force at the moment of the taxable event — i.e., the actual delivery. This creates a contractual imbalance, especially if the contract does not include a price adjustment clause related to the respective tax increase. Higher VAT for Apartments from 9% to 21% – Who Is Affected? Changes in fiscal law directly affect buyers of new homes, developers, and financial institutions. Those who entered into a contract of sale before the tax increase but receive the property after the increase comes into force may be obliged to pay the difference if this aspect was not clearly stipulated in the contract. This situation generates tensions between parties that may lead to non-performance of contractual obligations or even litigation. In the absence of a fiscal adaptability clause in the contract of sale, the buyer risks bearing the full financial impact. According to civil law principles and the provisions on unforeseeability regulated in Article 1271 of the Civil Code, there are grounds for renegotiation of such contracts or even for referring the case to court for adaptation or termination. In this context, the intervention of a real estate lawyer in Romania or a tax lawyer in Romania becomes essential. A detailed analysis of contractual clauses through a due diligence lawyer in Romania process, conducted with the support of a corporate lawyers in Romania or contract lawyer in Romania, can anticipate the impact of legislative changes in the fiscal law on the transaction. Ongoing Transactions and Contractual Clauses: Can the Increased VAT Be Claimed? Legal situations arising from this tax increase may generate conflicts between parties, especially when the contract does not expressly provide for adaptation to fiscal changes. Standard clauses often do not include conditions regarding the vat increase, leaving room for interpretation. Without concrete regulation in the contract, the interpretation of fiscal obligations can become a sensitive point of dispute between seller and buyer. Recent jurisprudence shows that courts carefully examine the parties’ will and contractual balance, particularly when one party is disproportionately burdened by the consequences of the tax increase. Assistance provided by a civil attorney in Romania or a contract lawyer in Romania is necessary to assess whether there are legal grounds for renegotiation or even termination of the contract. Furthermore, a bucharest lawyer specializing as a real estate attorney in Romania can offer solutions where legal action may be initiated to recover damages or recalculate the vat amount. Developers in Difficulty: Tax Burden and Imminent Insolvencies The rise of fiscal burdens in the real estate market, coupled with increasing costs of materials and interest rates, pushes a growing number of developers towards insolvency. The absence of rigorous fiscal planning and lack of supervision over contractual risks lead to financial imbalances. In this economic context, where a tax increase directly affects profit margins, many developers who have not performed a thorough evaluation with a due diligence lawyer in Romania or have not benefited from qualified business attorney consultation face financial distress. Unforeseen expenses generated by changes in the fiscal law, along with sales delays and rising financing costs, can block cash flows necessary for completing real estate projects. A corporate lawyers in Romania, in cooperation with a tax attorney in Romania, can assist in identifying protective and restructuring measures. The Role of the Lawyer in Real Estate Transactions: From Consultation to Litigation and Insolvency The involvement of a real estate lawyer in Romania from the early stages of drafting and negotiating a contract of sale is necessary in this context. Moreover, in case of conflict, a civil attorney in Romania or avocat litigii equivalent can represent the claimant in court. The role of a business contract lawyer in Romania or due diligence lawyer in Romania is not limited to prevention but becomes crucial in managing legal crises generated by legislative changes. “Sudden modifications of the VAT regime, combined with the lack of clear contractual clauses and coherent fiscal planning, can generate major imbalances in real estate transactions, exposing both developers and buyers to financial risks and involvement in litigation,” stated Dr. Radu Pavel, Coordinating Lawyer of Pavel, Mărgărit and Associates Romanian Law Firm. Pavel, Mărgărit and Associates Romanian Law Firm provides full legal assistance in real estate transactions, with special focus on the fiscal implications of recent vat changes. Our team of real estate lawyers in Romania, tax lawyers in Romania, corporate lawyers in Romania, and litigation specialists offers integrated support in drafting and renegotiating contracts, analyzing potentially risky contractual clauses, conducting legal and fiscal due diligence, as well as representing clients in disputes arising from the incorrect or abusive application of new vat rates. We provide tailored solutions adapted to each client, strictly complying with the provisions of the fiscal law, Civil Code, and applicable real estate and commercial lawyer in Romania legislation. For a full legal assessment of your situation, please contact us via the form on our website: https://avocatpavel.ro/contact/. Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs. Contact Us In conclusion, in a volatile real estate market, legal assistance provided by a bucharest lawyer specialized as a real estate attorney in Romania, with expertise in commercial lawyer in Romania, real estate law, fiscal consultation, and litigation, becomes a strategic asset for protecting the interests of all parties involved. Regardless of your role in the transaction — buyer, developer, or investor — consulting with a corporate lawyers in Romania or a tax attorney in Romania is imperative.  

Partnership Agreement: How to Prevent Shareholder Conflicts in Times of Crisis In today’s economic climate, more and more entrepreneurs choose to enter into a general partnership to start a company. One may become a shareholder by contributing to the share capital of a newly established company, by acquiring shares through assignment, or via inheritance. Regardless of how shareholder status is acquired, it brings not only obligations but also specific legal rights. A shareholder has the right to participate in the negotiation and signing of contracts, review contractual clauses, convene or attend the General Meeting of Shareholders (GMS), verify the administrator’s report, and influence major decisions, such as amending the company’s structure or appointing management. The shareholder is also considered an economic operator registered with the trade register, and their ownership must be properly declared through the articles of association and the real beneficiary declaration, as required by law. The law firm Pavel, Mărgărit & Associates provides full legal assistance through a team of corporate lawyers in Romania, tax lawyers, civil attorneys, and litigation lawyers. Whether you’re just starting, undergoing restructuring, or already in a conflict between shareholders, legal support is crucial for decisions such as a partnership agreement, share assignment, or registering changes with the trade register. Contract Lawyer in Romania: Share Transfer (Exit Legal) – What You Must Know When Buying or Leaving a Company Share transfer is one of the most common operations in a company, especially during periods of economic instability. Governed by Law 31/1990, this legal act involves multiple steps where assistance from a business contract lawyer in Romania is essential. The share transfer must be approved by the shareholders through a decision at the General Meeting (GMS), adopted by a qualified majority. A company lawyer in Romania will review the contractual clauses, flag abusive conditions, and identify legal risks, particularly in cases involving prior commercial disputes. Once approved, the transfer must be registered at the trade register, and according to Law 129/2019, changes in shareholder structure must be notified, with updates on the beneficiary real in ONRC records. A due diligence lawyer and a corporate attorney in Romania ensure full compliance, avoiding administrative penalties. When pursuing a legal exit, the administrator must draft a financial report and evaluation of the share value. The contract may contain contractual clauses that could be abusive and must be renegotiated with a commercial lawyer in Romania or international lawyer in Romania, especially if litigation is a risk. Failure to update beneficiary real data with the trade register can lead to sanctions and may invalidate the share transfer. Due Diligence Lawyer: The Administrator’s Report – Transparency and Control in Uncertain Times In any company, the administrator is legally obligated to draft and present a management report (the “darea de seamă”) under Law 31/1990. This document is vital for ensuring transparency and trust among shareholders, especially in economically volatile periods. A due diligence lawyer, together with a corporate lawyer in Romania and a tax lawyer, plays a critical role in auditing this report to ensure it reflects the company’s true financial and operational status. This review includes financial data, existing contracts, contractual clauses, and verification of the beneficiary real declaration submitted to the trade register. If the report is missing or misleading, a corporate attorney in Romania may advise including provisions in the partnership agreement for sanctions or corrective measures. In more severe situations, a litigation lawyer can file claims against the administrator for damages caused to the company or other shareholders. The beneficiary real, as a shareholder, must have access to these documents. Refusal by the administrator can lead to sanctions or removal by a GMS decision, legally drafted under legal counsel from a business lawyer in Romania. Corporate Lawyer in Romania: General Meeting of Shareholders – How to Decide Legally in Uncertain Times During uncertain times, strategic decisions in a company must be taken via the General Meeting of Shareholders (GMS), governed by Law 31/1990. Whether it’s approving the administrator‘s report, restructuring shareholders, processing a share transfer, or modifying the articles of association, the GMS must be properly convened and legally documented. In single-shareholder structures, the decision of the sole shareholder replaces the GMS and must follow the same legal procedures, guided by a corporate lawyer in Romania or a contract lawyer in Romania. A due diligence lawyer and commercial lawyer in Romania ensure the documents comply with the law, preventing omissions that may lead to nullity or sanctions. When a shareholder believes a GMS was flawed (e.g., improper notice, missing report, or abusive contractual clauses), they may file a legal challenge. Here, the role of a litigation lawyer is essential to protect the injured party. “Lack of clarity in partnership agreement terms and non-compliance with regulations on beneficiary real, contracts, or share transfers can lead to major internal disputes and costly litigation,” stated Dr. Radu Pavel, Managing Partner at Pavel, Mărgărit & Associates. Pavel, Mărgărit & Associates provides full legal support in company law, including the drafting and negotiation of partnership agreements, share transfers, contractual clauses, and representation in commercial disputes between shareholders or against the administrator. Their team of corporate lawyers in Romania, tax lawyers, contract lawyers, and international lawyers in Romania offers tailored solutions based on Romanian and EU regulations. Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs. Contact Us Being a shareholder means more than owning shares – it involves legal responsibilities and strategic decisions within a company. A well-informed economic operator working with legal professionals can prevent or resolve commercial disputes efficiently.

How to Protect Your Financial Rights and Recover Funds Using an Effective Legal Strategy In an increasingly uncertain economic climate, protecting a company’s financial interests is no longer optional—it is a necessity. Businesses across Romania are facing a growing wave of unpaid claims, and without early legal intervention, these delays can result in significant losses. According to data from the National Trade Register Office (ONRC), 29,807 companies were registered in Bucharest in 2024, a decrease of 3.37% compared to 2023, which saw 30,845 new companies. Nationally, 124,898 companies were registered in 2024, a 14.63% drop from 146,297 in 2023. On the other hand, 1,375 companies in Bucharest filed for insolvency in 2024—an increase of 6.67% compared to 2023 (1,289 cases). Nationally, insolvency filings rose by 9.38%, with 7,274 companies entering insolvency in 2024 versus 6,650 in 2023. This trend increases the risk for every creditor, making a well-planned debt recovery strategy crucial—especially with the help of a debt recovery lawyer or commercial law attorney. Recovering Claims from Unpaid Invoices: Essential Steps A claim usually arises from a contract, most often in a commercial law context, where obligations are clearly established and mutually accepted. When the debtor fails to fulfill these obligations, the statement of claim and the enforcement of a debt recovery procedure become essential. The first step is to verify the validity of the contract and ensure that the creditor‘s claims are legally sound and supported by evidence. Here, the support of a contract lawyer or commercial lawyer can be instrumental in identifying the legal grounds for notifying the debtor. Amicable Debt Recovery: Benefits and Recommendations When it comes to debt collection, solving the dispute amicably is often a more efficient and cost-effective approach than litigation. A voluntary agreement between creditor and debtor, facilitated by a mediation lawyer, can help avoid lengthy civil litigation. Negotiation, payment restructuring, and setting clear terms can save business relationships and expedite small debt recovery. It is highly advisable that this process be managed by a debt recovery lawyer to protect the client’s interests and ensure that any agreement has legal enforceability under the civil procedure code. Legal Action Through a Lawyer: When and How to Initiate the Process If amicable resolution fails, legal action becomes the next viable path. A commercial lawyer or corporate lawyer can initiate a statement of claim in court, particularly in cases involving unpaid claims or unresolved small track claims. “Efficient management of disputes between neighbors or issues related to property rights and easements requires the involvement of an experienced real estate lawyer. Choosing a litigation lawyer who fully understands these situations can prevent conflict escalation and lead to fast and sustainable solutions,” stated Dr. Radu Pavel, Coordinating Attorney at Pavel, Mărgărit & Associates Romanian Law Firm. Pavel, Mărgărit & Associates Romanian Law Firm provides complete legal assistance in the field of commercial debt recovery, with expertise in drafting and enforcing contracts, managing creditor–debtor relationships, and resolving civil litigation. Our team of debt recovery lawyer, commercial lawyer, and contract lawyer offers specialized consultancy and legal representation before Romanian courts, tailoring strategies to each case in accordance with applicable legislation, including the Civil Code and the Civil Procedure Code. If you are facing unpaid invoices, delays in the execution of contractual obligations, or need legal support with notices, formal demands, or initiating a debt recovery process, don’t hesitate to contact us via the form available on our website: https://avocatpavel.ro/contact/ Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs. Contact Us The civil litigation process involves drafting and submitting the statement of claim, determining the legal grounds for action, and often requesting interim measures. A commercial law attorney or civil lawsuit lawyers with experience in debt recovery procedure and litigation can navigate the civil procedure code effectively to maximize results. Working with a local contract lawyer or commercial lawyer—especially a corporate lawyer familiar with local jurisdictions—can provide strategic advantages and increase the efficiency of debt collection efforts.