Romania

Market Overview
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1. Overview of the Romanian market

Romania continues to be one of the most attractive destinations for doing business in Central and Eastern Europe (CEE). There are strong arguments supporting this claim, including:

  1. its Strategic Location & EU Market Access - positioned at the crossroads of Europe, Asia, and the Middle East:
    • Member of the EU, NATO;
    • Gateway to a 450+ million consumer market in the EU;
    • Access to major transportation hubs (access to the Black Sea via Constanța port, major highways, and rail links);
    • Recent Schengen membership (as of 2025).
  2. Competitive Labor Force (highly skilled workforce, especially in IT, engineering, and manufacturing, with many professionals speaking English, German, and French);
  3. Strong IT & Tech Sector (notably, all large US companies in the technology sector are also present in Romania)
  4. Competitive Tax System & Business Incentives (a flat 16% corporate tax rate , among the lowest in the EU)
  5. Well-Developed and stable Banking & Financial Sector, with major EU banks operating in Romania (BCR, part of Erste group, ING, Raiffeisen, UniCredit) as well as local banks (e.g., Banca Transilvania has gained traction following multiple M&A deals which have enlarged its market share). As the market remains fragmented, there seems to still be potential for further banking M&A deals.
  6. Strong e-commerce growth – which has been booming in recent years, with increasingly fast digital adoption and strong logistics support and promotion of an increased number of digital financial products (including buy-now-pay-later and other types of digital consumer credit which have been thriving recently).

According to 2023 reports of the World Bank, Romania ranks 12th in the European Union by total nominal GDP1 and 7th largest for GDP adjusted by purchase power (PPP).2

Despite the proximity to the war in Ukraine, Romania remains a top destination for foreign investment, tech startups, and industrial expansion. With Schengen integration effective as of 1st of January 2025, and ongoing infrastructure development, Romania is an increasingly attractive business hub in the CEE region.

As Romania navigates its economic landscape, the stability of the political environment remains an important factor influencing market opportunities. The current Government coalition looks quite solid and the redo of the presidential elections set to occur in May 2025 is unlikely to affect Romania’s overall policies and the economic environment will continue to support a stronger EU and NATO membership.

Anticipated fiscal reforms and ongoing negotiations around government policy will likely impact economic growth and inflation rates.

2. Business environment

Generally, Romania offers a friendly business environment, including a simplified business registration procedure, further enhanced by Law 265/2022 on the Trade Registry. Romania has made efforts to simplify the process of registering a business, reducing the time and paperwork required for starting a company.

As such, the registration formalities may be fulfilled either through the dedicated Trade Registry online portal, by email, or in person, with processing times typically ranging between 2 to 5 business days.

The ease of doing business in Romania has also been heavily impacted by its adherence to harmonized EU legislation since its EU accession in 2007, the Romanian legislation being generally in line with relevant EU norms.

Legislative Changes in 2025 versus 2024 - What has changed in the last year that has impacted the way business is conducted?

While it is widely acknowledged that legislation has been enacted both in Romania and, more generally in the EU, at an unprecedented pace and level of complexity, making businesses face a higher risk of compliance due to increased legislative burden, efforts are being made both at national level (e.g., the National Capital Markets Strategy for 2023-26) 3and at EU level, via the EU Commission Competitiveness Compass4 to address this issue.

In this context and until the objective simplification and codification to increase overall competitiveness is reached, it is likely that business in Romania will continue to face the above-mentioned risk, which is generally mitigated to the extent that proper legal advice is sought at an early stage of structuring the business.

It is to be expected that business will continue to be impacted by EU legislation in 2025 as well, in all relevant business areas (e.g., banking and financial services, energy, IT, data privacy and cybersecurity).

Some of the most important general legislative changes last year that will likely impact business in general more heavily are:

  1. Full Schengen access. Starting January 1, 2025[5], Romania, alongside Bulgaria, became a full member of the Schengen Area. By eliminating land border controls between Schengen countries (previously in 2024 air controls were eliminated), free movement of people and goods were facilitated. The decision is expected to reduce border wait times, lower logistics costs, and make Romania more attractive for foreign investments.
  2. Amendments to Company Law No. 31/1990 brought under Law no. 299/2004 which aim to modernize corporate legislation, by enhancing digital engagement, regulating digital participation in shareholder meetings and simplifying administrative processes for businesses (e.g., removal of UBO details in the articles of incorporation, granting more flexibility to delegation of powers to the board of directors).
  3. Adoption of NACE Rev.3 Classification System: The adoption of the NACE Rev.3 Classification System, which amends and updates the previous system, was formalized under Order No. 2938/C of 20 December 2024 on the measures and procedures for the implementation of the Classification of Activities in the National Economy - NACE Rev. 3. The Order establishes the legislative framework for the implementation of the new classification, which is designed to meet the demands of a market-oriented economy and align it with European standards. Starting from 2025, companies are required to update their scope of activity to comply with this new classification, with the implementation to be carried out through the National Trade Register Office.
  4. Amendment to the Cybersecurity legal framework following transposition of Directive 2022/2555 (“NIS2 DIRECTIVE”) - Government Emergency Ordinance no. 155/2024 on the establishment of a framework for the cybersecurity of networks and information systems in the national civil cyberspace (“NIS2 GEO”) was published and entered into force on December 31, 2024. In line with NIS2 Directive, NIS2 GEO no longer distinguishes between “operators of essential services” and “digital service providers”, defining instead new categories of “essential entities” and “important entities” mainly based on sector and size. In terms of sectors/ industries, the scope has also been broadened compared to the previous regulatory framework.
  5. Important changes to the Foreign Direct Investment Regime (FDI) - In 2024, Romania introduced notable amendments to its FDI regime under Law No. 231/2024, aiming to enhance clarity and consistency in FDI screening procedures, particularly concerning EU-investments, including by expanding sanctionable conduct to cover EU-investments. Additionally, Law No. 231/2024 provides clarifications on nullification of non-compliant investments and of the agreements implementing such investments. Furthermore, recent amendments to FDI legislation introduced at the end of 2024 under Government Emergency Ordinance no. 152/2024 specify that investments made by Romanian citizens will also be subject to FDI security screening.

3. What are the main business structures in Romania?

Generally, the following types of companies may be set up in Romania: Limited Liability Company (SRL) (in Romanian, “Societate cu Răspundere Limitată”), Joint Stock Company (SA) (in Romanian, “Societate pe Acțiuni”), Limited Partnership by Shares (SCA) (in Romanian, “Societate în Comandită pe Acțiuni”), Limited Partnership (SCS) (in Romanian, “Societate în Comandită Simplă”), and General Partnership (SNC) (in Romanian, “Societate în Numele Colectiv”), as per Company Law no. 31/1990.

However, in practice, in Romania, the Limited Liability Company (SRL) is the predominant business structure, significantly outnumbering Joint-Stock Companies (SA). The main reason for the investors’ preference for the SRL structure is related to lower capital requirements, a more flexible and simpler management structure, fewer legal requirements and administrative costs. The SA structure is generally chosen by more sophisticated and larger investors, often operating in regulated sectors (e.g., certain sector specific requirements impose the SA to obtain a business license, for example, in the case of non-banking financial institutions and credit institutions).

All companies must be registered with the Romanian Trade Register Office following the registration procedure set out under Law no. 265/2022 on the Trade Registry and for amending and supplementing other regulatory acts on Trade Registry registration.

A limited liability company (LLC, or SRL in Romanian) may be established with up to 50 shareholders, although the Company Law also allows for the creation of a company with a sole shareholder. On the other hand, a joint stock company (JSC, or SA in Romanian) requires a minimum of two shareholders in order to be set up.

As an alternative to the incorporation of a legal entity in Romania with legal personality, investors have the possibility to incorporate a branch or representative office of the foreign company in Romania. Such legal structures will act in the name and on behalf of the parent company and will be subject to registration formalities (the representative office is subject to an authorization and registration procedure with the Ministry of economy, digitalization, entrepreneurship and tourism instead of the Trade Registry).

Business Structure
Min. Capital
Liability
 
Common Use

SRL (Limited Liability)
No minimum provided by law (cannot be null)
Limited to share capital
Small to medium-sized businesses

SA (Joint-Stock)
90.000 RON (18.000 EUR)
Limited to share capital
Large businesses, public companies

Sole Proprietorship
None
Unlimited (owner's personal liability)
Freelancers, consultants

Branch of Foreign Company
None
Parent company liability
Foreign companies entering the market

Representative Office
None
Parent company liability
Market research, promotion

4. Economy

Currency strength

In 2024, the Romanian leu (RON) demonstrated resilience despite global economic fluctuations. Throughout the year, the EUR/RON exchange rate remained quite stable, with a medium exchange rate of 4.9750 RON per EUR6, reflecting a favourable and trustworthy environment for investments and market confidence. This stability was primarily driven by the National Bank of Romania’s (NBR) prudent monetary policies. These efforts helped to moderate excessive volatility and foster a steady economic scene.

Looking ahead to 2025, the NBR’s decision to lower the monetary policy rate to 6.50% signals a continued focus on maintaining stability in the currency market [7]. While some short-term fluctuations may occur due to external risks, the NBR’s steady approach, alongside Romania’s fiscal discipline and ongoing structural reforms, is expected to support the leu's strength. The outlook remains cautiously positive, with efforts focused on promoting the gradual appreciation of the currency, in line with broader economic objectives, such as anchoring medium-term inflation expectations and contributing to sustainable economic growth.

While geopolitical conflicts and the budget consolidation may negatively affect the economy, a stronger and more efficient absorption of EU funds, especially those under the Next Generation EU programme, are expected to counterbalance such negative effects and strengthen the resilience of the Romanian economy.

Inflation rates

Romania’s inflation rate experienced fluctuations in 2024, but the recent landscape points to a positive trajectory. In January 2025, the annual inflation rate dropped to 4.95%, down from 5.14% in December 2024, according to the official report released by INSSE on 14 February 2025, this decline reflecting the gradual easing of inflationary pressures, particularly from food prices and wage growth.8

While the National Bank of Romania (NBR) had initially revised the inflation forecast for 2024 upwards to 4.9%, driven by adverse weather conditions and higher wages, the outlook remains optimistic.

The NBR currently projects that inflation will gradually decline, reaching 3.5% by the end of 2025 and returning to within the target range by mid-2026. These projections indicate a steady return to price stability, supported by sound monetary policies and favourable economic conditions.[9]

Main trade sectors

In 2024, Romania's economy continued to showcase its industrial diversification, positioning it as a resilient player in the region. Romania benefits from a well-balanced economy with significant contributions from agriculture, services, and the rapidly growing IT sector. This diversification has helped Romania maintain a competitive edge in a challenging European economic landscape.10

Romania is characterized by a highly trained labor force, abundant natural resources in key areas, and geographical conditions that facilitate the transportation of goods. These factors, along with one of the largest markets in Central and Eastern Europe, make the country an increasingly attractive destination for investment. With a solid foundation and growing opportunities in various sectors, Romania continues to offer numerous prospects for investors looking to capitalize into its dynamic market.

5. Current opportunities & future prospects

What opportunities exist for clients looking to invest in your jurisdiction?

The reforms and investments in Romania’ are likely to be supported by Romania’s commitments under the National recovery and resilience plan (PNRR) agreed with the EU Commission11. The PNRR is a comprehensive plan that targets sustainable development, economic modernization, and social resilience.

The main investment areas favored by the PNRR include green energy, digital transformation, health system modernization, education, infrastructure, and social inclusion. These investments aim to align Romania with the EU’s broader goals for post-pandemic recovery, digitalization, and sustainability, creating a more competitive and inclusive economy for the future.

In this context, digitalization will continue to provide interesting investment and growth opportunities across many sectors (e.g., e-commerce, digital banking, digital investment and financial services etc.). As such, Romania's retail and e-commerce sectors are projected to experience significant expansion in the near future. This growth is largely attributed to increased internet access and evolving consumer habits, which have driven an increased demand for online easy to access solutions. Investors that focus on innovative online commerce strategies, such as rapid delivery platforms and personalization tools, are well positioned to capitalize on this trend and growth potential in the marketplace.

As regards capital markets opportunities, despite the volatile and high market uncertainty also triggered by the Presidential elections set to take place in May 2025, investors should consider Romania’s commitments assumed under the National Resilience and Recovery Plan, which refer to the obligation to list three of the State-owned companies (most likely in the energy and transportation sectors). However, this decision is yet to be taken by the Romanian Government.

Another area of interest is the public private partnership projects (PPP) sector, especially relevant in the context of the Romanian high budget deficit (8.6% in 2024). In spite of the absence of successful precedents for PPPs under the current PPP legislation, projects to be developed under PPP are awaited in the following period - the main opportunities being in infrastructure such as hospitals, roads, railways, metro lines, power plants and airports.

In the banking sector, the consolidation trend that we have seen in the past years is expected to continue (we have been actively supporting our clients in major banking M&A deals (including the recent acquisition of Alpha Bank by Unicredit12); additional opportunities may arise in connection with innovative digital finance products (we have assisted in the implementation of some first-on the-market digital products including digital retail loans / buy-now-pay-later products).

The recent Schengen membership should also offer significant additional efficiency and synergies to numerous sectors.

6. Legal system

How does the legal system operate? What should clients be mindful of when doing business in your jurisdiction?

Romania is a civil law system, which means that the primary source of law are written statutes and codes (e.g., Civil Code, Civil procedure Code, Administrative Code etc.) and court decisions generally do not have the same precedential value as in common law systems.

While being part of the EU strongly facilitates doing business in Romania, given that the domestic law is generally aligned with EU law and EU regulations are directly applicable (e.g., GDPR), the areas which are not harmonized at EU level or for which gold plating is permitted, should be carefully factored in by investors in their business plan prior to investing (e.g., real estate13, tax law regime, FDI regime).

7. Foreign investment restrictions

Regulatory environment, Direct investment

In Romania, the FDI regime is mainly regulated by Government Emergency Ordinance no. 46/2022 for the implementation of EU Regulation 2019/452 (GEO 46/2022), which, among other things, defines the relevant concepts, sets out the types of deals reviewed, procedural aspects and potential sanctions[14].

Pursuant to GEO 46/2022, filing is mandatory for a FDI, an EU investment or a new investment, as defined under GEO 46/2022, made by a foreign investor or an EU investor  (which also includes Romanian citizens), that: (i) covers the activities relevant to national security according to Decision no. 73/2012 of the National Council for Country's Defence, in conjunction with the criteria set out in article 4 of Regulation 2019/452; and (ii) whose value exceeds a threshold of €2 million (by exception, FDIs not exceeding €2 million may also be subject to scrutiny if they are likely to have an impact on security or public order or pose a risk to them).

Foreign investors or EU investors can protect themselves by ensuring that any transaction carried out in Romania is internally pre-assessed from an FDI perspective (in other words, verifying whether the transaction falls under the criteria set out in GEO 46/2022), followed by formal filing if they conclude that the transaction meets the relevant criteria, in addition to other regulatory clearances that may be required, such as the merger clearance by the Romanian Competition Council.

Foreign exchange controls

In Romania, foreign exchange controls are primarily regulated by the National Bank of Romania (NBR) under Regulation No. 4/2005 on the foreign exchange regime. This regulation establishes the framework for foreign exchange operations, including the rights and obligations of residents and non-residents, the conduct of foreign currency transactions, and the roles of financial institutions in monitoring compliance.

Both residents and non-residents are permitted to acquire, hold, and use financial assets denominated in both foreign and domestic currencies. They may also open and maintain accounts in these currencies with authorized institutions.

Transactions between residents involving the sale of goods and services must be conducted in the national currency (leu), unless specific exceptions outlined in the NBR Regulation No. 4/2005 apply. Other transactions between residents, such as financial operations, can be conducted in either national or foreign currency, depending on mutual agreement.

Restrictions on foreign capital

In exceptional cases laid down under NBR Regulation No. 4/2005, the National Bank of Romania may impose restrictions to foreign exchange transactions. However, to the best of our knowledge, such restrictions have not been yet imposed in practice in recent times. If such an exceptional event occurred, the National Bank of Romania could impose various FX restrictions on short term FX operations (e.g., notifications /limits on FX transactions between residents and non-residents). Under the applicable norms, FX operations that could theoretically be affected are broadly defined, including payments, transfers, loans and offsets, as well as any other means of payment, depending on the nature of the relevant operation.

8. Top 5 tips to know before Investing

Investing in Romania can prove to be a fruitful endeavor, but from a legal perspective, it is key to consider the following main general aspects:

  • Carefully choose the most appropriate legal structure for your business
  • Be mindful of the applicable FDI regime, as pecuniary and civil sanctions are severe and might affect business prospects
  • Strictly observe AML and anti-corruption laws
  • Understand sector- specific regulations that may apply (banking, financial services, healthcare, energy, environment etc.) and local specificities
  • In case you are a non-EU investor, consider that in many cases Romania has concluded trade agreements (bilateral investment treaties) with other countries outside the EU, offering favourable trade terms.

It is highly recommended to consult the local legal experts to navigate Romania's intricate legal framework, understand expectations of various competent authorities to ensure compliance with local laws and maximize your chances of success in the Romanian market.

Interested in Doing Business in Romania?

Bondoc și Asociații SCA is a leading Romanian law firm (and top 10 in size in the country), involved in many of the most complex projects in the country, offering full-range of business law legal assistance.

In recent years we have worked on many of the largest and most complex transactions in the Romanian market.

For more details about our firm and partners please see: https://bondoc-asociatii.ro/

https://www.legal500.com/firms/17801-bondoc-si-asociatii-sca/c-romania/rankings

Authors:

Lucian Bondoc, Managing Partner

Diana Ispas, Partner

1 https://data.worldbank.org/indicator/NY.GDP.MKTP.CD?locations=RO&most_recent_value_desc=true

2 https://data.worldbank.org/indicator/NY.GDP.MKTP.PP.CD?locations=RO&most_recent_value_desc=true

3 https://asfromania.ro/uploads/articole/attachments/659e5a3d502c9507465771.pdf

4 Around €37.5 billion potential annual savings are expected for EU companies if EU achieves its simplification goals – see https://commission.europa.eu/topics/eu-competitiveness_en.

5https://ec.europa.eu/commission/presscorner/detail/pl/statement_24_6401

6 Romanian leu (RON)

7 Banca Naţională a României - Minutes of the monetary policy meeting of the National Bank of Romania Board on 14 February 2025

8 Template press release

9 National Bank of Romania (Banca Naţională a României) - Inflation Report

10 EBRD, Romanian officials debate industrial policy with entrepreneurs at BVB event in Bucharest | Romania Insider

11 https://commission.europa.eu/business-economy-euro/economic-recovery/recovery-and-resilience-facility/country-pages/romanias-recovery-and-resilience-plan_en.

12 https://bondoc-asociatii.ro/bondoc-si-asociatii-sca-advised-unicredit-spa-in-connection-with-the-acquisition-of-alpha-bank-romania-s-a/ .

13  Please see our relevant Legal 500 Guides - https://www.legal500.com/guides/chapter/romania-real-estate/ and https://www.legal500.com/guides/chapter/romania-data-protection-cybersecurity/.

14 Please see also FDI comments in Chapter 6 above.

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Stratulat Albulescu advises Prime Label and I.P.P.U. Packaging in a complex financing transaction

Stratulat Albulescu has advised Prime Label Investment Company S.A. and I.P.P.U. Packaging S.R.L. in a financing transaction including a multicurrency and multipurpose term and revolving facilities agreement entered with mBank S.A., PKO Bank Polski S.A., and BNP Paribas Bank Polska S.A., as well as the related Romanian law governed security documents. This transaction represents an important step in strengthening Prime Label Investment Company’s financial structure and supporting the continued development of its Romanian subsidiary, IPPU Packaging. By securing strategic financing, the group reinforces its position in the packaging sector and builds a solid foundation for further growth in Romania and across the wider CEE region. Prime Label is a leading provider of innovative labelling and packaging solutions in the CEE region, serving major FMCG brands and industrial clients. The company is known for its commitment to sustainability, investment in cutting-edge printing technology, and rapid scalability across European markets. I.P.P.U. Packaging is a Romania-based packaging manufacturer specializing in high-quality flexible packaging for food, cosmetics, and pharmaceutical industries. With a focus on precision engineering and compliance with EU regulatory standards, the company is a trusted partner for regional and international supply chains. The SAA team advising on the Romanian legal aspects of the deal was led by Partner and Head of Banking & Finance Cristian Vlaicu, and also included Associate Ana Maria Ungureanu. For any other information on this, please feel free to contact Delia Bijnea (Head of Marketing and Communications) at [email protected].
Stratulat Albulescu Attorneys at Law - September 18 2025
Press Releases

Scaling Your Business Through Franchising: Legal Strategies for International Expansion

Franchising can be a powerful route for scaling a business internationally, especially across the diverse markets of the European Union. The EU’s single market of 27 countries (450 million consumers) hosts around 8,500 distinct franchise brands, far more than the ~2,500 found in the United States. This growth comes with a challenge: Europe has no single franchising law, meaning each country imposes its own legal framework. Navigating this patchwork of local laws is crucial for corporate decision-makers and entrepreneurs planning to expand via franchising in Europe. Understanding Local Legislation in EU Markets No Unified EU Law – Know the National Rules: Unlike the U.S., which has federal franchise regulations, the EU lacks an overarching franchising statute. Each member state regulates franchising through its national laws (general contract, commercial, and competition laws, or specific franchise statutes). In-depth knowledge of each target country’s regulations is therefore essential for success. The absence of uniform rules means franchisors must adapt to varying definitions, requirements, and restrictions in each jurisdiction. National Franchise Laws – Key Examples: Many EU countries impose their own franchise-specific legislation or case-law principles, which can significantly impact how you operate The key we found most useful is our broad network of collaborators who can assist with local counsel in each country early. Laws can differ on defining a franchise, what must be disclosed, relationship terms, and even whether agreements need to be in the local language. Thoroughly researching local legislation (or hiring experts who know it) will help avoid violating local rules that could derail your expansion. It is important to mention that what “works” in one country might be illegal or unenforceable in another – franchising in Europe is not one-size-fits-all. Drafting Franchise Agreements Tailored to Each Jurisdiction Avoid the Copy-Paste Trap: When expanding internationally, franchisors cannot simply reuse their domestic franchise contract and assume it will hold up everywhere. Localized drafting is crucial. Franchisors who assume one standard agreement is “equally enforceable everywhere” may face a nasty surprise. Instead, tailor your franchise agreements to reflect each jurisdiction’s legal requirements and business norms. Key Considerations in Localizing Contracts: When drafting country-specific franchise agreements, the following factors are very important: Mandatory Legal Provisions: Country-specific clauses required by law must be included. For instance, French franchise contracts should explicitly grant trademark usage rights and include know-how transfer (as noted for the Loi Doubin definition). Italian agreements must respect the 3-year minimum term and include explicit territory and royalty details. Failing to include such terms can make the agreement non-compliant or even void in those jurisdictions. Disclosure and Waiting Periods: The contract signing timeline must aligns with local disclosure laws and cooling-off periods. If a jurisdiction requires a 30-day disclosure period (like Italy) or a 20-day cooling-off period (like France and Spain), the timelines must be built acordingly into the contract process. Language and Cultural Fit: While many international franchise contracts use English, it could be necessary to translate the agreement or key parts into the local language. Many franchisees (and the courts) will expect the contract in their native language and governed by local law. A contract not understood by the franchisee or not in the required language could be challenged. Choice of Law & Forum: Specify governing law and dispute forum in each contract. Many franchisors default to their home country’s law for consistency; however, this may not override certain mandatory local laws designed to protect franchisees. Some countries’ franchise laws or public policy will impose local law or jurisdiction for certain matters despite what the contract says. Ensuring Contract Enforceability Across Borders Having a contract is one thing; being able to enforce it in a foreign jurisdiction is another. To maximize the likelihood that the franchisor rights (and remedies) can be upheld internationally, the following strategies should be considered: Governing Law vs. Local Law: Under EU rules (the Rome I Regulation), parties generally can choose the law governing their contract. Many franchise agreements pick the franchisor’s home law for consistency. However, this choice cannot override certain mandatory local laws enacted to protect franchisees or business dealings in that country. For example, if French law grants a franchisee certain non-waivable rights, a clause saying the contract is governed solely by U.S. law won’t strip the French franchisee of those protections. To ensure enforceability, either the contract must comply with those local mandatory rules regardless of the chosen law, or explicitly acknowledge them in the contract. Jurisdiction and Venue: Clearly state which courts (or arbitral tribunals) will handle disputes. The Brussels I Regulation in the EU generally upholds exclusive jurisdiction clauses between businesses, and a judgment from one EU country is directly enforceable across all EU member states. This means that if the franchisor obtains a court judgment in France against a franchisee, it can be enforce in Germany or Italy relatively easily via EU mechanisms. Alternatively, some franchisors opt for international arbitration as the dispute forum – arbitration awards can be enforced globally under the New York Convention, and it avoids any home-court advantage for either side. Compliance with Disclosure and Registration Requirements One of the most distinctive legal aspects of franchising is the requirement in many jurisdictions that franchisors disclose certain information to prospective franchisees before any agreement is signed or payment made. In the EU, disclosure rules vary by country, so compliance is a moving target. Key points include: Pre-contractual Disclosure Documents: A number of EU countries have laws compelling franchisors to provide a detailed information document to the potential franchisee well in advance. This often includes information about the franchisor’s business, financial status, the franchise network, intellectual property, fees, training and support provided, and other key terms. For example, France’s Loi Doubin requires a disclosure document (DIP) be given at least 20 days before signing the contract Italy similarly mandates a disclosure document 30 days before contract signing by com. Spain imposes at least 20 days between providing a full draft contract and signing, effectively a cooling-off periodfranchising.eu. Belgium, Sweden, Romania and several other countries also enforce pre-contract disclosure by statute. Failing to comply can have serious consequences – the franchisee may be able to void the contract or even claim damages if misled. Registration Requirements: While most EU countries do not require franchisors or franchise offerings to be registered with the government, a few do (or did in the past). For instance, Lithuania requires that the franchise agreement be registered in the Register of Legal Entities where the franchisor’s or franchisee’s business is registered. Managing Intellectual Property and Brand Control Across Borders The franchise’s value is inseparable from its brand – trademarks, logos, know-how, and the consistent customer experience that is offered. As one franchising expert noted, franchise systems “stand or fall on the reputation of their brands and the quality and consistency of their product and service offerings”. When expanding into multiple EU countries, protecting the intellectual property (IP) and maintaining brand consistency is paramount and the following are essential: Securing the Trademarks in the envisioned teritory. Clear License of Rights in the Franchise Agreement Maintain Quality Control to protect the brand’s reputation. Protect Know-How and Trade Secrets. Brand Adaptation vs. Consistency: While consistency is crucial, franchisors should also think about local cultural and legal adaptation of the brand where necessary. Important Aspects that can generate risk Choosing the wrong franchisee or master franchise partner can lead to conflicts, underperformance, or worse, legal battles. Distant franchisees are harder to monitor – as one expert put it, the “tyranny of distance, time zones, [and] cultural differences” can combine to increase risks and reduce control for the. The implementation of a rigorous franchisee selection and training process is very important. It is importnat not to rush into partnerships just for quick expansion – it must be ensured that the franchisee understands the franchise system and is financially and operationally capable of executing it. Maintaining regular communication and providing strong ongoing support can preempt many issues. In some cases, using area developers or joint venture models can give a local partner with “skin in the game” to help oversee units in a region, adding an extra layer of control and insight. A franchisee might misuse the brand (e.g. deviating from standards or using the trademark beyond the scope of their license), or third parties might copy the concept once it becomes popular in a new country. It is important to actively monitor the franchisees for compliance with brand standards. If a franchisee strays, address it immediately as per the contract (e.g. send notices of default, require them to cure deficiencies within a set time). For outside infringement (e.g. a copycat store or a confusingly similar brand popping up), work with local IP counsel to send cease-and-desist letters and take legal action if needed. Registering the IP (trademarks, copyrights for manuals or designs, etc.) in each jurisdiction before or as it is entered it is critical to being able to enforce the rights there. Enforcing Post-Termination Obligations: One risk area is when a franchise relationship ends. Will the franchisee actually cease using the brand and return confidential materials? Will they respect the agreed post-term non-compete period? To mitigate post-termination risks, it must be ensured that the contract gives the rights to take swift action – for instance, the right to enter the former franchisee’s premises to remove signage and branded materials, or clauses that allow injunctive relief if the franchisee doesn’t stop operating or violates non-compete terms. In the EU, courts can and do grant injunctions to enforce non-competes or IP rights quickly when necessary. Plan for the worst-case scenario in the contracts so you have the tools to protect the system if a franchisee goes rogue after termination. Conclusion Expanding a franchise into multiple countries is a complex endeavor, but with careful legal planning it can be hugely rewarding. With the right preparation and advice from experienced counsel, international legal landscape can be confidently navigated and the business can be scaled with success.  
Lexters - September 16 2025
Press Releases

Stratulat Albulescu advises Regent on Romanian aspects of the acquisition of ContiTech’s Original Equipment Solutions (OESL) business unit

Stratulat Albulescu has advised global private equity firm Regent on the Romanian aspects of its acquisition of ContiTech’s Original Equipment Solutions (OESL) business unit from Continental AG. The transaction strengthens Regent’s presence in the European industrial and mobility sectors and builds on ContiTech’s legacy of innovative solutions for diverse industries. The OESL business unit provides cutting-edge material and system solutions across sectors such as off-highway mobility, mining, construction, energy management and automotive, positioning Regent to expand its footprint in these key industries. Regent is a global private equity investment firm dedicated to driving transformation across diverse industries, including technology, consumer products, industrial manufacturing, and media and entertainment. The firm focuses on acquiring companies with strong growth potential and supporting their long-term strategic development. Continental is a leading global tyre manufacturer, automotive supplier and technology partner offering safe, efficient, intelligent and affordable solutions for vehicles, machines, traffic and transport. ContiTech, its industrial division, specializes in advanced material technologies and innovative solutions for off-highway mobility, construction, energy management and automotive. The SAA team advising on the Romanian legal aspects of the deal was led by Managing Partner Silviu Stratulat, and also included Senior Associate Amanda Csaki. For any other information on this, please feel free to contact Delia Bijnea (Head of Marketing and Communications) at [email protected].
Stratulat Albulescu Attorneys at Law - September 15 2025
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Stratulat Albulescu advises E Energy Invest on the Romanian aspects of its acquisition of a partial stake in FFNEV BESS

SAA has advised a Lithuanian company E Energy Invest (EEI) on the acquisition of a 49% stake in FFNEV BESS. The transaction covers a 2.4-GW battery energy storage system (BESS) development platform spanning Spain, Portugal, and Romania, co-developed by FF Ventures, and backed by UK-based Octopus Energy. Under the transaction, FF Ventures retains a 51% stake, while EEI acquires 49%. The partnership aims to accelerate large-scale, flexible energy storage deployment in Southern Europe. While initially focused on Spain, Portugal, and Romania, the platform may explore additional markets in the future. E Energy Invest (EEI) is an investment vehicle of Strioga Family Foundation, aimed to finance climate friendly initiatives in Europe. The Foundation stems from 30 year old legacy of the Lithuanian renewables group E energija, an independent developer with over 500 MW of completed wind, solar, and hybrid projects and 500MW of projects in development. FFNEV BESS is a strategic joint venture leveraging FF Ventures' expertise in renewable energy project development and EEI's investment capabilities to deliver scalable and efficient energy storage solutions. The SAA team advising on the Romanian law aspects of the transaction was led by Managing Partner Silviu Stratulat and Head of Energy & Infrastructure, Dr. Luiza Ionescu, and also included Associate Raul Arama, and Energy Expert Andreea Paraschiv. For any other information on this, please feel free to contact Delia Bijnea (Head of Marketing and Communications) at [email protected].
Stratulat Albulescu Attorneys at Law - September 15 2025