Romanian Law Firm Pavel, Mărgărit and Associates would like to provide you information on restructuring and reorganization of a company in Romania, what is the procedure that  you can follow in such cases, what are the differences between the two procedures and what recommendations a lawyer specialized in insolvency,  restructuring and bankruptcy in Romania and a lawyer specialized in corporate law, commercial law, mergers and acquisitions, restructuring a company in Romania can provide you in this field. The purpose of initiating the proceedings is to modify the structure of a company’s assets and liabilities, which may involve corporate, operational and financial changes, which is why the Romanian Law Firm Pavel, Mărgărit and Associates recommends contacting a lawyer specialized in insolvency, restructuring and bankruptcies in Romania and  a lawyer specialized in corporate, commercial, mergers and acquisitions in Romania to provide you legal services at the highest standards, having expertise in advising companies in the insolvency procedure in Romania, merger, division and transformation in Romania, agreement with creditors in Romania or bankruptcy in Romania.

1. Restructuring and reorganization in Romania. Differences between procedures and which procedure you can follow.

The restructuring process in Romania is characterized by the functional modification of the organizational structure of a company in order to reorganize it from a financial and economic point of view, while by reorganizing a company in Romania we refer to legal operations in which one or more companies may be involved and which have the effect of setting up, modifying or dissoluting, including in case of companies on the verge of bankruptcy in Romania.

The reorganization of a company in Romania is accomplished through merger, spin-off  and transformation in Romania, these being complex procedures with implications in the patrimony of the company in Romania, which is why Romanian Law Firm Pavel, Mărgărit and Associates considers necessary the legal assistance of a lawyer specialized in corporate, commercial law, mergers and acquisitions in Romania taking into account the rigor in carrying out such procedures that have legal and financial implications.

The restructuring process in Romania starts from the out-of-court restructuring procedures and can extend to the judicial liquidation and procedure of reorganization of a company in Romania. A lawyer specialized in insolvency, restructuring and bankruptcy in Romania can assist you in managing complex insolvency cases in Romania, restructuring mandates for debtor companies, representing creditors, debtors and investors, having at the same time experience in advising directors of companies in matters of disputes related to personal liability.

1. Merger, Spin-off, Transformation of a company in Romania

The merger in Romania can be achieved either by the absorption of a legal entity by another legal entity in Romania, or by the merging of several companies in Romania, and the spin-off in Romania can be achieved by dividing the entire patrimony, that is called a total spin-off in Romania or by the separation of a part of the patrimony, that is called a partial spin-off in Romania.

• Merger by absorption

If the merger of a company is carried out by the absorption of a legal entity by another legal entity in Romania, the rights and obligations of the absorbed legal entity are transferred to the patrimony of the company in Romania that absorbs it.

In this procedure, a lawyer specialized in corporate, commercial, mergers and acquisitions in Romania can provide legal assistance, consisting in analyzing the Articles of incorporation of each company, drafting the Resolution of General Meeting of Shareholders in which the will to merge will be expressed and which will indicate the position adopted by each company and in representing the interests for the approval of the merger plan in Romania.

• Merger through fusion

Merger through fusion in Romania has the effect of transferring the legal rights and obligations from the fused legal entities to the patrimony of the newly created company.

On the occasion of the merger in Romania, by merging several legal entities in Romania, the inventory, evaluation, preparation of the balance sheet for the merger and determination of the net income, the establishment of the new company based on the net income of the merging companies and the reflection in the accounting of the companies of the submitted patrimonial elements.

• Total spin-off

The total spin-off procedure in Romania of a company is achieved by dividing the entire patrimony of a company that exist, between two or more existing companies or that thus take on the establishment. The total spin-off in Romania is decided by each company, under the conditions established for amending the articles of incorporation of Romanian companies, by voting the plan of spin-off in Romania.

The Romanian Law Firm Pavel, Margarit and Associates is recognized for the legal services offered at the highest level in the field of commercial and corporate law in Romania, assisting numerous clients in the spin-off procedure in Romania, this being a complex procedure, carried out in several stages, taking into account that the objections to the plan of spin-off procedure in Romania can lead to a difficult and long-lasting process.

• Partial spin-off

The partial spin-off procedure in Romania consists in the separation of a part of the patrimony of a legal person in Romania, which continues to exist, and in the transmission of this part to one or more companies that exist or are established in this way.

The Romanian Law firm Pavel Mărgărit and Associates recommends contacting a lawyer specialized in corporate, commercial, mergers and acquisitions law in Romania, who can provide legal assistance and representation in the spin-off procedure in Romania, legal services consisting in drawing up the legal documentation necessary for the spin-off procedure in Romania and representation before the competent authorities in the various stages of the procedure in Romania.

• Transformation of a legal person

According to Romanian legislation, the transformation of the legal entity in Romania occurs in the cases provided by law, when a legal entity ceases to exist, simultaneously with the establishment, in its place, of another legal entity. In case of transformation, the rights and obligations of the legal entity that has ceased to exist shall be transferred to the patrimony of the legal entity incorporated Romania, unless otherwise provided by the act establishing the transformation of the legal entity in Romania.

For this reason, the Romanian Law firm Pavel Mărgărit and Associates, through the team of lawyers specialized in corporate, commercial, mergers and acquisitions in Romania, can provide legal assistance in the evaluation and analysis of the documents through which the reorganization of the company was decided, to be consistent with both the interests of the parties involved and in accordance with the rights and obligations of the legal entity in Romania.

1. Insolvency procedure, restructuring, bankruptcy in Romania

Insolvency in Romania is a process by which a company does not have the payment means to pay certain, liquid and outstanding debts in Romania therefore, the company may go through the judicial reorganization procedure in Romania, a complex and long-term procedure which often goes beyond the arrangement with creditors procedure in Romania.

A lawyer specialized in insolvency, restructuring and bankruptcy in Romania can provide  assistance and representation in the judicial reorganization procedure in Romania, including in ad hoc mandate procedures and arrangement with creditors procedure Romania, by drafting appeals against the preliminary or definitive table of claims, against the reorganization plan in Romania, the decisions of the creditors or any other measures that may harm the company in insolvency procedure in Romania.

,,Pavel Margarit and Associates Romanian Law Firm was nominalised on the third place in Romania by the international directoring Legal 500 from London, UK in the restructuring and insolvency area of practice. This nominalization is the international recognition of the merits of our team of lawyers and the complex insolvency, reorganization and bankcruptcy cross-border matters assisted by our team in Romania in the last year”, said Radu Pavel, the Managing Partner.