{"id":124064,"date":"2026-01-12T09:37:46","date_gmt":"2026-01-12T09:37:46","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=124064"},"modified":"2026-01-12T09:37:46","modified_gmt":"2026-01-12T09:37:46","slug":"romania-investing-in","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/romania-investing-in\/","title":{"rendered":"Romania: Investing In"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-124064","comparative_guide","type-comparative_guide","status-publish","hentry","guides-investing-in","jurisdictions-romania"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Ijdelea &amp; Associates<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2020\/11\/Logo_Ijdelea-Associates_2022.png\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Ijdelea &amp; Associates<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2020\/11\/Logo_Ijdelea-Associates_2022.png\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Investing In laws and regulations applicable in Romania<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the current investment climate in the country and the average volume of foreign direct investments (by value in US dollars and by deal number) over the last three years.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Over the past three years, Romania\u2019s investment climate has remained dynamic and generally attractive to international investors, notwithstanding a gradual moderation in capital inflows. Net foreign direct investment (FDI) inflows amounted to approximately USD 11.45 billion in 2022, USD 7.30 billion in 2023, and USD 6.07 billion in 2024, reflecting a continued, albeit declining level of foreign investor interest.<\/p>\n<p>Investment activity has remained particularly robust in key sectors such as construction and real estate, industry, and trade, underscoring Romania\u2019s role as a regional hub for a wide range of economic activities. In terms of deal volume, data published by the Romanian Competition Council indicates that 159 foreign direct investment screenings were finalized by decision in 2024 (out of 471 examinations), compared to 105 decisions in 2023 (out of 259 examinations) and 31 decisions in 2022, pointing to increased transaction activity and sustained investor engagement with the Romanian market. While comprehensive data on the total number of completed transactions is not publicly available, the consistent level of FDI inflows supports the conclusion that Romania continues to offer solid long-term investment potential.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical forms of Foreign Direct Investments (FDI) in the country: a) greenfield or brownfield projects to build new facilities by foreign companies, b) acquisition of businesses (in asset or stock transactions), c) acquisition of minority interests in existing companies, d) joint ventures, e) other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>FDI in Romania generally materializes through a number of well-established investment structures. FDI includes greenfield projects where foreign investors establish new operations from scratch, mergers and acquisitions (M&amp;A) where existing businesses are taken over either through asset or share deals, and corporate development activities such as increasing foreign ownership or capital contributions into existing companies. It also involves reinvestment of earnings and restructuring of companies aimed at improving performance.<\/p>\n<p>As such, overall, the main forms of FDI in Romania have been:<\/p>\n<ul>\n<li>Greenfield investments;<\/li>\n<li>Acquisition of businesses through asset or share purchases;<\/li>\n<li>Minority interests acquired in existing companies;<\/li>\n<li>Capital expansion and reinvestment of profits into ongoing operations.<\/li>\n<\/ul>\n<p>Romania\u2019s open investment climate also supports wholly foreign-owned enterprises and other investment structures that create lasting economic links.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to own 100% of a domestic company or business? If not, what is the maximum percentage that a foreign investor can own?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Foreign investors enjoy the same rights and treatment as Romanian investors, including with respect to company ownership and capital participation. As a result, there are generally no restrictions on the percentage of shareholding that a foreign investor may hold in a Romanian company, and foreign investors may own up to 100% of a domestic company, subject to the same legal requirements applicable to Romanian investors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to invest and hold the same class of stock or other equity securities as domestic shareholders? Is it true for both public and private companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Under the Romanian law, foreign investors are permitted to invest in and hold the same classes of stock and other equity securities as domestic shareholders, both in private companies and in public companies. The legal framework does not differentiate between Romanian and foreign investors regarding ownership rights or the types of securities they may hold.<\/p>\n<p>Furthermore, Emergency Government Ordinance no. 46\/2022 on the implementation of Regulation (EU) 2019\/452 on the screening of foreign direct investments in the European Union and EU Regulation 2019\/452 do not restrict the ability of foreign investors to own shares. These instruments merely establish a screening mechanism for foreign direct investments in certain sectors deemed sensitive for national security, without imposing limitations on the classes of stock or equity that foreign investors may acquire.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic businesses organized and managed through domestic companies or primarily offshore companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Many domestic businesses remain organised as domestic companies, especially the small and medium ones, and companies operating primarily in the domestic market. This reflects standard corporate practice under Romanian company law.<\/p>\n<p>Parallel to that, there is a substantial presence of offshore-owned companies &#8211; particularly among larger companies, multinationals or those with export\/import, real estate, investment, or complex corporate structures. The data indicating up to ~20% of economic activity linked to offshore companies suggests that offshore structures have a material footprint in Romania\u2019s economy.<\/p>\n<p>Romania maintains an overall open and attractive environment for foreign investment, supported by its EU and NATO memberships, strategic location, skilled workforce and competitive costs. The economy has continued to grow despite external pressures and political instability, however inflation is currently the highest out of the EU Member States.<\/p>\n<p>Significant EU funding available by 2030, including the National Resilience and Recovery Plan (NRRP), offers substantial opportunities for modernization and long-term development, provided that administrative capacity improves.<br \/>\nTherefore, the situation is not one of \u201ceither\/or\u201d: Romania\u2019s economy employs a dual model, where both domestic companies and offshore-linked entities operate, sometimes side by side, sometimes overlapping in ownership, especially where confidentiality, fiscal optimization, or international investment flows are involved.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the forms of domestic companies? Briefly describe the differences.   Which form is preferred by domestic shareholders? Which form is preferred by foreign investors\/shareholders? What are the reasons for foreign shareholders preferring one form over the other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, the main company forms are the Limited Liability Company (SRL) and the Joint-Stock Company (SA). The SRL is the most commonly used structure because it is simple to establish, flexible in management, and cost-efficient, making it suitable for small and medium-sized businesses. The SA, by contrast, is designed for larger enterprises and offers access to capital markets, more sophisticated corporate governance and a structure that supports significant investments or public listings.<\/p>\n<h4>o Which form is preferred by domestic shareholders?<\/h4>\n<p>Domestic shareholders generally prefer the SRL, largely due to its low administrative burden, ease of formation, operational flexibility and the fact that it is the most efficient vehicle for everyday commercial activities in Romania.<\/p>\n<h4>o Which form is preferred by foreign investors\/shareholders?<\/h4>\n<p>Foreign investors typically choose between the SRL and the SA depending on the scale and purpose of the investment. For most market-entry projects, holding structures, and operational subsidiaries, the SRL is preferred. For large-scale investments, corporate groups, or companies expected to raise capital or operate in regulated sectors, foreign investors tend to favor the SA.<\/p>\n<p><strong>What are the reasons for foreign shareholders preferring one form over the other?<\/strong><\/p>\n<p>Foreign shareholders prefer SRL when they need a fast and flexible incorporation process, low ongoing costs, and a straightforward management structure. This makes it ideal for smaller or mid-sized projects and for establishing a Romanian subsidiary. They choose the SA when they require a structure compatible with international corporate governance standards, when planning large investments, or when future access to capital markets is relevant. The SA offers greater capacity for expansion and a framework more appropriate for sophisticated ownership or financing structures.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements for forming a company? Which governmental entities have to give approvals? What is the process for forming\/incorporating a domestic company? What is a required capitalization for forming\/incorporating a company? How long does it take to form a domestic company? How many shareholders is the company required to have? Is the list of shareholders publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Forming a company requires determining the company\u2019s key elements (name, securing a registered office, shareholders, directors, object of activity), preparing incorporation documents (articles of association, shareholders and directors affidavits as to compliance with the Romanian law and absence of fiscal debts in Romania, statement regarding the ultimate beneficial owner and various standard forms provided by the Trade), depositing minimum share capital and submitting the registration file to the Trade Registry.<\/p>\n<h4>o Which governmental entities have to give approvals?<\/h4>\n<p>The main authority that approves and registers the company is the Trade Registry. For foreign companies opening a non-commercial representative office in Romania, approval is issued by the Ministry of Economy. No additional government authorization is normally required unless the business operates in a regulated sector.<\/p>\n<h4>o What is the process for forming\/incorporating a domestic company?<\/h4>\n<p>The incorporation of a domestic company in Romania is governed by Law no. 31\/1990 on companies and the regulations of the National Trade Registry. The process typically includes:<\/p>\n<ul>\n<li>Choosing the legal form \u2013 most commonly a Limited Liability Company (SRL), due to its flexible structure and limited liability of shareholders.<\/li>\n<li>Reserving the company name with the Trade Registry.<\/li>\n<li>Establishing the registered office in Romania.<\/li>\n<li>Drafting the articles of association, including company name, registered office, business object (NACE codes), shareholders, management, and share capital.<\/li>\n<li>Determining the share capital (per the latest legislative updates).<\/li>\n<li>Submitting the incorporation file with the Trade Registry, including shareholders\u2019 and directors\u2019 affidavits and other various standard forms.<\/li>\n<li>Registration and issuance of the incorporation certificate<\/li>\n<li>Opening a bank account for capital deposit and future transactions.<\/li>\n<\/ul>\n<h4>o What is a required capitalization for forming\/incorporating a company?<\/h4>\n<p>As per the new legislative updates, for newly established SRLs, the minimum share capital is RON 500 and for existing SRLs, the minimum share capital depends on the previous year\u2019s net turnover &#8211; if turnover exceeds RON 400,000, the minimum capital is RON 5,000. On the other hand, SA requires RON 90,000 as minimum share capital.<\/p>\n<h4>How long does it take to form a domestic company?<\/h4>\n<p>Once the submitted file is considered complete, the Trade Registry usually issues the registration certificate within three business days.<\/p>\n<h4>o How many shareholders is the company required to have?<\/h4>\n<p>For an SRL, at least one shareholder is required, capped at a maximum of 50 shareholders. An SA must have a minimum of two shareholders, with no cap to the number of shareholders.<\/p>\n<h4>o Is the list of shareholders publicly available?<\/h4>\n<p>Yes. Information on shareholders is part of the Trade Registry records, which are publicly accessible, as Romanian company registration is public by nature. By way of exception, in the case of SA, some of the shareholders may be indicated simply as \u201clist of shareholders\u201d instead of their identification details being provided publicly.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and necessary governmental approvals for a foreign investor acquiring shares in a private company? What about for an acquisition of assets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A foreign investor may freely acquire shares or assets in a Romanian private company, as there are no ownership restrictions for foreign shareholders. The acquisition requires a share purchase agreement, updating the corporate records, and registering the new shareholder with the Trade Registry, while also making the registration in the shareholders\u2019 registry.<br \/>\nGovernment approval is required only in specific cases:<\/p>\n<p>FDI Screening: If the investment exceeds EUR 2 million and concerns sensitive sectors. The transaction must be notified to the Commission for the Examination of Foreign Direct Investments (CEISD) and authorized before closing. This applies to both non-EU and EU investors.<\/p>\n<p>Merger Control: If turnover thresholds are met and the acquisition leads to a change of control and merger clearance from the Competition Council may be required.<\/p>\n<p>For real estate acquisitions, notarial authentication and land registration are required. Agricultural land may involve additional restrictions.<\/p>\n<p>The acquisition of business \/ assets is subject to similar requirements in terms of approvals as the acquisition of shares.<\/p>\n<p>Supplementary, in certain specific sectors, there may be the obligation to obtain additional approvals from other authorities. By way of example, in case of a transaction in the oil &amp; gas sector, the Romanian Government would also have to approve the respective transfer based on the National Regulatory Authority in the Mining, Petroleum and Geological Storage of Carbon Dioxide (ANRMPSG) proposal.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does a foreign investor need approval to acquire shares in a public company on a domestic stock market? What about acquiring shares of a public company in a direct (private) transaction from another shareholder?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No special approval is required for a foreign investor to acquire shares in a public company listed on the Romanian stock exchange. Foreign and domestic investors are treated equally, and listed shares may be freely purchased on the market.<\/p>\n<p>A direct private transaction between shareholders is also generally free of approval requirements. The transfer is usually executed through a private agreement and registered in the company\u2019s shareholders\u2019 registry. The same considerations mentioned above regarding FDI screening or merger control, as well as in respect of potential supplementary approvals in specific industries, apply equally to private off-market transactions, depending on the sector, transaction value and whether the deal results in a change of control.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a requirement for a mandatory tender offer if an investor acquired a certain percentage of shares of a public company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. An investor acquiring more than 33% of the voting rights in a listed company must launch a mandatory takeover bid to all other shareholders. This rule protects minority investors when control changes.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the approval process for building a new facility in the country (in a greenfield or brownfield project)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, the development of a greenfield project follows the standard permitting procedure established under construction and urban planning legislation. The process typically begins with obtaining a certificate of urbanism from the competent local authority, which sets out the applicable zoning rules and lists all required permits, approvals, and authorizations. The investor must then obtain the necessary approvals from the relevant public authorities, as well as from utility providers. Once the technical documentation is prepared and all required permits are obtained, the investor may apply for the construction permit. Upon completion of the construction works, the project must undergo final inspections and obtain the commissioning and acceptance documentation prior to being put into operation.<\/p>\n<p>In the case of brownfield projects, the approval process may additionally involve legal and technical due diligence regarding land ownership and existing permits, environmental assessments and remediation approvals where applicable, potential updates to urban planning documentation, as well as the issuance of a new or amended building permit.<\/p>\n<p>The above description is indicative only, as the specific approvals and procedures required must be assessed on a case-by-case basis, depending on the characteristics of the proposed project, its location, and the sector in which the facility operates.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Can an investor do a transaction in the country in any currency or only in domestic currency? a) Is there an approval requirement (e.g. through Central Bank or another governmental agency) to use foreign currency in the country to pay: i. in an acquisition, or, ii. to pay to contractors, or, iii. to pay salaries of employees? b) Is there a limit on the amount of foreign currency in any transaction or series of related transactions? i. Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country? ii. Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country? iii. Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, transactions performed in Romania between domestic residents are required to be conducted in the national currency, the Romanian RON. The currency that can be used for a transaction depends on the parties involved and the type of operation: payments, collections, transfers and any other such procedures which arise from the sale of goods and services between residents, regardless of the legal relationship which regulates them, shall be made only in the national currency.<\/p>\n<p>However, amendments to the foreign-exchange regime allow certain transactions, particularly those involving non-resident parties or classified as \u201cfree operations,\u201d to be executed in foreign currency. Consequently, a foreign investor or a company with foreign capital may use a foreign currency for a transaction, provided it qualifies under the applicable foreign-exchange rules.<\/p>\n<p>The permitted operations are direct payments and collections arising from contracts of foreign commerce of goods and services (export \u2013 import of goods and services), payments and collections according to the contracts of outsourcing arising from contracts of international economic collaboration (cooperation), operations which arise from commerce carried out between harbours, airports and customs on state borders assimilated to free trade zones, or commerce carried out on the external routes of international trains, on board of airplanes and ships.<\/p>\n<h4>Is there an approval requirement (e.g. through Central Bank or another governmental agency) to use foreign currency in the country to pay:in an acquisition, or to pay to contractors, or to pay salaries of employees?<\/h4>\n<p>In general, the Romanian legislation does not require an approval for performing such payments. Acquisitions and paying the contractors qualifying as payments arising from export \u2013 import of goods and services or international economic collaboration typically qualify as permitted operations under the foreign exchange rules.<\/p>\n<p>However, with regards to the payment of salaries of employees, if a foreign investor plans to pay a Romanian resident employees in foreign currency, or make payments between two resident entities, they must verify whether the transaction qualifies under the applicable law. If the contrary is demonstrated, such payments must be performed in the domestic currency.<\/p>\n<h4>o Is there a limit on the amount of foreign currency in any transaction or series of related transactions?<\/h4>\n<p><strong>Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country?<\/strong><\/p>\n<p>Foreign investors may transfer foreign currency into Romania without any prior approval from the National Bank of Romania or any other public authority, and there are no statutory limitations on the amount that may be transferred.<\/p>\n<p>Nonetheless, in the case of significant transfers, Romanian credit institutions may request additional documentation or information in accordance with applicable anti-money laundering and know-your-customer regulations.<\/p>\n<p><strong>Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country?<\/strong><\/p>\n<p>Similarly to the precedent question, there is no statutory cap or upper limit in the regulation that restricts the amount of domestic currency that a foreign investor can purchase in a single transaction or cumulatively, at least insofar as broad \u201cstandard conversions\u201d are concerned. Legally, a foreign investor should be able to obtain RON freely via currency conversion or purchase, subject to normal banking\/exchange office procedures.<\/p>\n<p><strong>Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/strong><\/p>\n<p>Under Romanian law, a foreign investor may acquire Romanian RON outside Romania and transfer such funds into the country to finance an acquisition, settle payments to third parties for goods or services, or cover employee salaries, provided that the transactions are carried out in compliance with applicable foreign-exchange regulations, banking requirements, and anti-money laundering rules. There is no statutory restriction on the inflow of RON into Romania, nor is prior approval from the National Bank of Romania generally required for such transactions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there approval requirements for a foreign investor for transferring domestic currency or foreign currency out of the country? Whose approval is required? How long does it take to get the approval? Are there limitations on the amount of foreign or domestic currency that can be transferred out of the country? Is the approval required for each transfer or can it be granted for all future transfers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In general, no prior approval is required from NBR or any governmental authority for foreign investors transferring funds abroad, provided the transaction is permitted under the foreign-exchange regime.<\/p>\n<p>Since no formal approval is generally needed, there is no statutory processing time. Transfers can usually be executed immediately once the local bank verifies the documentation.<br \/>\nThere is no legal cap on the amount of domestic or foreign currency that a foreign investor can transfer abroad.<\/p>\n<p>Because approval is not required in standard cases, there is no distinction between single or blanket approval. Each transfer is executed individually through the bank, under the free\u2011operation framework.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on foreign currency conversion?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Romanian law does not impose any general tax or duty on the mere conversion of foreign currency into Romanian RON, or vice versa. The act of currency conversion, in itself, does not constitute a taxable event.<\/p>\n<p>Costs associated with conversion arise from banking or exchange service fees, such as bank margins or spreads over the official NBR exchange rate or service fees for cash exchange or card transactions abroad.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on bringing foreign or domestic currency into the country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Romanian law does not impose any tax or duty on the import of foreign or domestic currency. Cash amounts equal to or exceeding EUR 10,000 (or the equivalent in other currencies) must be declared at the border in compliance with EU regulations, which constitutes a reporting obligation rather than a tax.<\/p>\n<p>Bank-mediated transfers are not subject to any state-imposed levy, although banks may require documentation to fulfill anti-money-laundering and compliance obligations. Taxes apply only when the funds are subsequently utilized in transactions subject to Romanian tax law.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a difference in tax treatment between acquisition of assets or shares (e.g. a stamp duty)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, asset acquisitions and share acquisitions are subject to different tax and transactional treatments. Share acquisitions are generally more tax-efficient, as the transfer of shares is not subject to VAT, stamp duty, or real estate transfer taxes and may, subject to certain conditions, benefit from capital gains relief under the participation exemption regime.<\/p>\n<p>By contrast, asset acquisitions may trigger VAT, notarial and land registry fees, and other transfer-related costs, particularly where real estate is involved, and typically require separate transfer formalities for each individual asset. As a result, investors usually weigh the potentially higher transaction costs and administrative burden of an asset deal against the risk of assuming historical liabilities in a share deal when determining the most appropriate acquisition structure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">When is a stamp duty required to be paid?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, the concept of \u201cstamp duty\u201d is not provided under the legal provisions in force.<\/p>\n<p>However, there are certain fees and taxes payable by companies operating in Romania (e.g. fees paid to the Trade Registry for certain registrations, executing notarized deeds, completing real estate transfers etc.)<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are shares in private domestic companies easily transferable? Can the shares be held outside of the home jurisdiction? What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder? Are changes in shareholding publicly reported or publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Within SRLs, shares can be freely transferred among current shareholders without additional approvals from a Romanian company law perspective. However, unless the articles of association of the company provide otherwise, the transfer of shares in an SRL to third parties should be allowed if approved by the shareholders representing at least three-quarters of the share capital of the company.<\/p>\n<p>On the other hand, shares owned in an SA are freely transferable (unless otherwise stated in the articles of association)<\/p>\n<p>Any share transfer (to third parties or between the existing shareholders) must be registered in the company\u2019s shareholders\u2019 registry and with the Trade Registry.<\/p>\n<h4>o Can the shares be held outside of the home jurisdiction?<\/h4>\n<p>The Romanian legislation does not impose any restriction in this regard. Any foreign investor may hold shares in domestic companies, as the law requests for equal treatment for foreign investors, residents and non-residents and foreign investment allowed in all sectors of economy.<\/p>\n<h4>o What approval does a foreign investor need to transfershares to another foreign or domestic shareholder?<\/h4>\n<p>For limited liability companies, a foreign investor would need the approval of the shareholders holding 75% of the share capital of the company, unless otherwise provided in the articles of association.<\/p>\n<p>For joint-stock companies, no approval is needed, unless otherwise stated in the articles of association.<\/p>\n<h4>o Are changes in shareholding publicly reported or publicly available?<\/h4>\n<p>In order to comply with transparency standards and for the transfer to be opposable to third parties, all changes in the shareholding structure of a limited liability company (SRL) must be reported to the Trade Registry. Any interested party may request an ascertaining certificate which includes such changes.<\/p>\n<p>In the case of joint-stock companies (Sas) not listed on a stock exchange, shareholding is typically recorded in a shareholders&#8217; register maintained by the company (or its authorized registrar). The Trade Registry does not necessarily publish full shareholding details. If the company is publicly listed, public reporting and disclosure rules will apply.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a mandatory FDI filing? With which agency is it required to be made? How long does it take to obtain an FDI approval? Under what circumstances is the mandatory FDI filing required to be made? If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked? If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction), could such a transaction trigger a mandatory FDI filing in your jurisdiction? Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Certain foreign direct investments must be notified and approved before completion.<\/p>\n<h4>o With which agency is it required to be made?<\/h4>\n<p>The filing is submitted with the Romanian Competition Council (Competition Council) which forwards it to CEISD, a collegial body operating under the Romanian Government. The CEISD Secretariat is provided by the Foreign Investments Directorate, a specialized structure within the Competition Council.<\/p>\n<h4>o How long does it take to obtain an FDI approval?<\/h4>\n<p>The review typically takes 2-3 months from the date of submitting the file, depending on the complexity of the investment, the sector involved, and whether additional information is requested by the authority. Nevertheless, if the FDI filing is considered to entail potential risks for national security or public order and require a more in-depth analysis, especially if CEISD decides that the file must be assessed by the Supreme Council of National Defence, then the overall duration of the review may last for several more months, potentially surpassing half a year.<\/p>\n<h4>o Under what circumstances is the mandatory FDI filing required to be made?<\/h4>\n<p>Filing is required when the investment exceeds EUR 2 million, and it concerns sectors sensitive to national security (e.g., energy, transport, critical infrastructure, data, defense).<br \/>\nInvestment may include any form of investment by either a non-EU investor or an EU investor (Romanian investor being included in the category of EU investor), aimed at establishing or maintaining lasting and direct links with the entity in which the funds are placed, for the purpose of conducting economic activity in Romania. While this generally involves an investment enabling effective participation in the management or control of the target company, the change of control may be either direct or indirect, in Romania or abroad, and may include even mere internal reorganizations within a corporate group structure.<\/p>\n<p>Moreover, subject to mandatory FDI filing are also the so-called \u201cnew investments\u201d, namely greenfield investments which are defined as investments in tangible or intangible assets related to: (i) starting a new business activity; (ii) expanding the capacity of an existing business; (iii) diversifying a company\u2019s output into products which it had not previously manufactured; or (iv) fundamentally changing the overall production process of an existing business.<\/p>\n<h4>o If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked?<\/h4>\n<p>Yes. A transaction may be blocked by other authorities in the context of other regulatory proceedings, such the Competition Council in case of merger control or the Romanian Government in case of oil &amp; gas transactions.<\/p>\n<h4>o If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction, could such a transaction trigger a mandatory FDI filing in your jurisdiction?<\/h4>\n<p>Yes. An acquisition abroad that results in a change of control over a Romanian subsidiary can trigger an FDI filing if the Romanian business falls within sensitive sectors and meets the value threshold.<\/p>\n<p><strong>Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/strong><\/p>\n<p>An indirect transfer of control can be prohibited if the investment raises national security concerns under the FDI screening framework. Such transactions do not escape regulatory scrutiny. The authorities may intervene where necessary to safeguard public interests.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are typical exit transactions for foreign companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>One of the most common exit transactions takes place through share deals, with strategic investors. The Romanian market has seen a marginally upward trend in M&amp;A transactions, as recent reports show. In practice, the foreign investor would sell its shares in the Romanian company to another foreign investor, a Romanian strategic buyer, a private equity fund or the existing shareholders (buy-back). This method is preferred due to its simple legal mechanism and Romania\u2019s favorable taxation on capital gains under many double-tax treaties.<\/p>\n<p>Other exit transactions often used in Romania are asset deals (where the investor would sell assets, business lines, intellectual property, contracts, equipment or real estate). Less frequently used is exit via merger or spin-off, mostly used in corporate restructuring, which could take the form of merger by absorption into a foreign group company, cross-border merger (Romanian company merges into an EU parent), or spin-off parts of the business prior to selling, or management buyout or employee buyout.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do private companies prefer to pursue an IPO? i. on a domestic stock market, or ii. on a foreign stock market? iii. If foreign, which one?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Most Romanian companies, especially SMEs and mid-sized firms, tend to choose the domestic listing route on the Bucharest Stock Exchange (BVB), including the AeRO market dedicated to smaller issuers.<\/p>\n<p>Larger companies, high-growth tech scale-ups, or businesses with broader international objectives sometimes opt for listings on foreign exchanges such as NYSE or NASDAQ, or they may pursue dual listings that combine BVB with an international market. A well-known example is UiPath, which completed its NYSE IPO in 2021. Other important companies in Romania have opted for dual listings, often choosing large European markets such as LSE (London Stock Exchange) combined with the BVB.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do M&amp;A\/Investment\/JV agreements typically provide for dispute resolution in domestic courts or through international arbitration?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Romania maintains a stable legal framework for international arbitration and consistently applies pro-arbitration jurisprudence. According to statistics, Romania is one of the fastest growing international arbitration jurisdictions in the CEE region, with growing practice within the home-based CCIR, the International Court of Arbitration attached to the International Chamber of Commerce (ICC), as well as Vienna International Arbitral Centre (VIAC), and occasionally the London Court of International Arbitration (LCIA). Parties may often choose to solve potential disputes regarding M&amp;A and investments through arbitral proceedings as a result of their confidentiality, as well as their user-friendly and flexible characteristics.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How long does a typical contract dispute case take in domestic courts for a final resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A typical contract dispute in the Romanian domestic courts generally takes approximately 2\u20133 years to reach a final, binding resolution. The timeline, however, can vary significantly depending on the complexity of the case and the volume of evidence to be administered. As a general indication, first-instance proceedings usually last between 12 and 18 months, while appeals can double the overall duration, particularly in cases involving judicial expert reports, which inherently extend the procedure. Nevertheless, there may be instances where due to the courts\u2019 workload the hearings are set after several months and the court case may end up prolonging towards 4 or 5 years, especially if the decision in the first instance proceedings is drafted and issued with a significant delay.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic courts reliable in enforcing foreign investors rights under agreements and under the law?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Domestic courts are obligated to protect the rights of all investors equally, regardless of nationality, and the legal framework generally provides adequate instruments for the enforcement of such rights. However, in the absence of a binding precedent system, the predictability of judicial outcomes can at times be limited, as courts naturally decide on a case-by-case basis in light of the specific circumstances presented.<\/p>\n<p>Overall, the courts offer a functional forum for dispute resolution, though the perceived level of predictability and efficiency may vary depending on factors such as the complexity of the case, court workload, and the time required to administer evidence. In this context, foreign investors often opt for international or institutional arbitration, which is generally viewed as more specialized and, in many instances, faster.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there instances of abuse of foreign investors? How are cases of investor abuse handled?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There have been instances in which foreign investors have alleged that certain measures taken by public authorities were excessive or disproportionate\u2014such as abrupt regulatory changes or fiscal and administrative actions that had a selective impact on particular sectors. Such measures may be challenged before the domestic courts through the ordinary procedural mechanisms available (e.g., requests for suspension, actions for annulment, or claims for damages), with courts assessing each case based on its specific circumstances and the applicable legal framework.<br \/>\nGiven that Romanian law does not recognize a system of binding judicial precedent, there is no consolidated case law that would ensure a high degree of predictability. As a result, outcomes often depend on the court\u2019s assessment in each individual case. Moreover, the non-public nature of case files can limit investors\u2019 ability to anticipate how similar matters may evolve or to evaluate the level of protection they might receive before the courts.<\/p>\n<p>In practice, however, the correction of measures affecting the investment climate has occurred not only through litigation but also through subsequent state intervention, primarily via legislative or regulatory adjustments (including amendments to existing regulations, transitional periods, or exemptions). Consequently, while investors have formal judicial avenues to challenge adverse measures, it is also common for the rebalancing of the investor\u2013state relationship to arise from policy or regulatory decisions rather than from a well-established judicial practice.<\/p>\n<p>As a general conclusion, however, it would be disproportionate to state there have been cases, let alone tendencies, of foreign investor abuse. Rather, the foreign investors have been, at times, affected by the same type of problems as the Romanian investors, including sudden legislative, and especially fiscal, changes.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are international arbitral awards recognized and enforced in your country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. International arbitral awards are recognized and enforced in Romania. The country is a party to both the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the ICSID Convention, and domestic law expressly regulates the recognition and enforcement of foreign arbitral awards.<\/p>\n<p>For foreign arbitral awards falling under the New York Convention, recognition and enforcement are granted by the competent national court, which conducts only a limited review focused on compliance with formal requirements and the possible grounds for refusal set out in domestic law (e.g., lack of capacity to conclude the arbitration agreement, non-arbitrability of the dispute, invalidity of the arbitration agreement, procedural irregularities, or incompatibility with public policy). These grounds mirror and are aligned with those provided under the New York Convention.<\/p>\n<p>With respect to ICSID awards, because such awards are treated as if they were final judgments of a national court, enforcement is carried out through the ordinary enforcement procedures under Romanian law. The control exercised is limited to the verification of formal requirements and the application of domestic enforcement rules, without a separate recognition procedure of the type applicable to New York Convention awards.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there foreign investment protection treaties in place between your country and major other countries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Romania has bilateral investment treaties (BITs) in force with several major countries, including the United States, Canada, Turkey, China, Japan, Azerbaijan, and Qatar.<\/p>\n<p>With respect to other European Union Member States, Romania no longer has active intra-EU BITs, following the conclusion of the Agreement for the Termination of Bilateral Investment Treaties between the Member States of the European Union. As a result, investment protection within the EU is ensured through European Union law rather than bilateral treaties.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">6285<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/124064","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=124064"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}