30 - Romania

Summary

Introduction

The Cross-border Merger Directive was implemented in Romania by way of an amendment to the Company Law No. 31/1990, through the Government Emergency Ordinance No. 52 of 21 April 2008, in force as of 30 April 2008, which introduced a new section regulating cross-border mergers.

Scope of the new rules

Pursuant to the provisions of the Company Law, the new rules regarding cross-border mergers apply to almost all companies governed by the Company Law, i.e. joint stock companies (societate pe actiuni – SA), partnerships limited by shares (societate in comandita pe actiuni – SCA), limited liability companies (societate cu raspundere limitata – SRL) and European Companies (Societas Europaea – SE). These rules are not applicable to companies limited by shares (societate in comandita simpla – SCS) or to general partnerships (societate in nume colectiv – SNC), which cannot be involved in a cross-border merger process.