A share purchase agreement in Romania should do more than record the number of shares and the price. It must connect the buyer’s due diligence findings with the conditions for closing, the seller’s warranties, specific indemnities, price mechanics and the corporate and regulatory steps needed to transfer control safely.

This guide is written for foreign investors, international groups, founders and business owners negotiating the acquisition or sale of a Romanian company. It focuses on private acquisitions of shares or social parts, particularly Romanian limited liability companies (SRLs). Listed-company rules, regulated-sector acquisitions, privatisations and public takeovers require additional analysis.

The article complements our procedural guide to changing shareholders in a Romanian company. That guide covers the Trade Register implementation. This one explains how the commercial acquisition should be investigated, negotiated and protected contractually.

What does a share purchase agreement do in Romania?

A share purchase agreement, commonly called an SPA, is the principal contract under which the seller agrees to transfer and the buyer agrees to acquire shares or social parts in a Romanian company. It identifies the securities, price, conditions, closing process and allocation of risk between the parties.

The agreement operates within Romanian contract law and the mandatory rules applicable to the target’s corporate form. For an SRL, the transfer mechanics must be aligned with Articles 202 and 203 of Company Law no. 31/1990 and the applicable registration formalities before the National Trade Register Office (ONRC).

Why must legal due diligence come before the SPA is finalised?

Due diligence should identify the matters that can change the decision to buy, the valuation, the deal timetable or the contractual protection. A report that merely lists documents does not complete the task. Each material finding should be converted into a transaction response.

The scope normally covers corporate title and governance, financing and security, material contracts, real estate, employment, tax, disputes, permits, regulatory compliance, intellectual property, IT, data protection, environmental matters and beneficial ownership. Sector, size and business model determine the emphasis.

Which clauses matter most in a Romanian share purchase agreement?

The SPA should describe the transaction as one coherent mechanism. Definitions, price, conditions, warranties, disclosure, indemnities, limitations, covenants and closing deliverables must work together. Imported English-law wording should not be used without checking how it operates under the chosen governing law and Romanian mandatory rules.

How should the purchase price be structured?

The price clause should explain both the headline value and the route from that value to the amount paid. A fixed price is not necessarily simple if debt, cash, working capital, leakage, earn-outs, holdbacks or currency conversion remain unresolved.

A buyer should not treat escrow as a substitute for a coherent claims regime. The SPA should state whether recovery is limited to the escrow, whether the buyer may set off, how competing claims are handled and what happens when the escrow expires.

What is the difference between signing and closing?

Signing creates the contractual commitment. Closing completes the agreed transfer and payment once the applicable conditions are satisfied or waived. They may occur on the same day in a simple transaction, but regulatory approvals, third-party consents, financing or restructuring often require a split process.

Which Romanian approvals and filings can affect closing?

The regulatory analysis should begin before the SPA timetable is agreed. A condition drafted after signing cannot restore leverage or time already lost.

Corporate approval and ONRC registration

For an SRL transfer to an outside buyer, Article 202 of Company Law no. 31/1990 applies together with the target’s articles of association. The parties should verify statutory approval thresholds and any pre-emption or consent rights created by the articles of association, as well as pledges and other restrictions. The applicable ONRC registration formalities and the update of the company’s shareholder register should be built into the completion process.

ANAF notification and tax-debt safeguards

The practical scope of Article V of Law no. 239/2025, as amended by Government Emergency Ordinance no. 13/2026, should be verified in light of the transaction structure and current ONRC and ANAF practice. Although the regime was introduced in the context of transfers affecting company control, registration practice during 2026 has raised questions regarding its application to a broader range of SRL share transfers, as discussed in this analysis of emerging ONRC practice. The parties should confirm the current notification, tax-certificate, guarantee and registration requirements before signing and again before filing.

Merger control

An acquisition of sole or joint control may constitute an economic concentration. Under Competition Law no. 21/1996, the Romanian thresholds are generally met where the combined worldwide turnover of the undertakings concerned exceeds EUR 10 million and at least two undertakings concerned each achieved Romanian turnover exceeding EUR 4 million in the previous financial year. The EU Merger Regulation may apply instead where its thresholds are met. Closing before the required clearance can expose the parties to gun-jumping risk.

Investment screening

Romania’s investment-screening regime under Government Emergency Ordinance no. 46/2022 was substantially amended by Government Emergency Ordinance no. 17/2026. The general value threshold is now EUR 5 million, but a transaction below the threshold may still be examined if it may affect security, public order or EU projects or programmes. The rules can apply to EU and non-EU investors, and the filing contribution is EUR 5,000 where an authorisation application is required. Sector, investor, control, value and transaction structure must be screened early.

Sector approvals, lender consents, foreign-subsidy review or contractual change-of-control notices may also be relevant. The SPA should allocate responsibility, information, cooperation, remedies and the long-stop date for each approval.

What should happen at closing?

Closing should be a coordinated exchange, not a loose collection of signatures. The SPA should identify every deliverable, who provides it, its agreed form and whether all actions are deemed simultaneous.

1. Confirm conditions. Record satisfaction or valid waiver of every closing condition.
2. Approve the transfer. Deliver the required shareholder and corporate resolutions.
3. Transfer the shares. Execute the required instruments and update the shareholder register.
4. Pay the consideration. Follow the funds flow, escrow and debt repayment arrangements.
5. Release security. Deliver releases of share pledges, guarantees or target security where agreed.
6. Change governance. Coordinate resignations, appointments, powers of attorney and bank mandates.
7. Deliver control items. Transfer corporate books, credentials, keys, seals and agreed records.
8. Complete filings. Submit ONRC and ANAF documents, together with beneficial-owner filings where required under the applicable transparency rules, within the relevant timetable.

What limitations should apply to seller liability?

Seller limitations often include a de minimis threshold, basket, aggregate cap, time limits, mitigation, exclusion of double recovery and a formal claim procedure. Tax, title, authority, fraud and specific indemnities may have different limits. The commercial result depends on how these provisions interact, not on any one headline cap.

The buyer should also test recoverability. A contractual claim against a seller with no accessible assets may provide little protection. Escrow, holdback, bank security, parent guarantee or warranty and indemnity insurance may be considered depending on transaction size and risk.

A buyer’s pre-signing checklist

1. Define the acquisition perimeter. Confirm percentage, target entities, securities and excluded items.
2. Verify title and authority. Check ownership, encumbrances, approvals and signatory powers.
3. Complete risk-focused due diligence. Prioritise issues that affect value, continuity or closing.
4. Translate findings into protections. Allocate each material issue to remediation, price, condition, warranty, indemnity or withdrawal.
5. Select the price mechanism. Define accounting rules, leakage, debt, cash, working capital and dispute resolution.
6. Screen regulatory approvals. Review merger control, investment screening, sector approvals and third-party consents.
7. Align signing and closing. Specify conditions, conduct rules, long-stop date, termination and closing deliverables.
8. Test recovery. Check caps, time limits, exclusions, seller credit and available security.
9. Plan filings and integration. Prepare ONRC and ANAF filings, beneficial-owner filings where required under the applicable transparency rules, governance steps and day-one actions.

The bottom line

A Romanian SPA should be the final expression of the buyer’s investigation and the parties’ negotiated risk allocation. The strongest agreement is not the longest. It is the one that identifies what is being bought, states how price is calculated, prevents closing before essential approvals, allocates known and unknown risks clearly and gives the parties an executable closing process.

Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct structure, approvals, tax treatment and contractual protections depend on the parties, target, sector and facts of each transaction.

AI Notice: AI-assisted content, reviewed and approved by a qualified Romanian lawyer.

Employment contracts in Romania must be concluded in writing and in Romanian, signed using wet-ink or a legally valid electronic signature, contain the mandatory information required by the Labour Code and be recorded in REGES-ONLINE before the employee starts work. A compliant template is only the starting point: the contract must also match the actual role, schedule, workplace, pay structure and working arrangement.

This guide is written for foreign companies, founders, HR teams and managers hiring personnel in Romania. It explains what the contract should contain, which clauses require special care and how contract execution connects with the employer’s registration and personnel-file obligations.

Must an employment contract be in writing in Romania?

Yes. Article 16 of the Romanian Labour Code requires the individual employment contract to be concluded in writing and in Romanian. Written form is mandatory under the Labour Code and must be completed before work begins. The employer bears responsibility for concluding the document.

The contract must be signed using wet ink or a legally valid electronic signature, provided to the employee and entered in REGES-ONLINE before work begins. Where electronic signing is used, the parties must use the same type of signature for the document. Registration alone does not replace the signed contract, and a signed contract does not excuse late registration. Foreign-language versions may be used for convenience, but the Romanian version should control or the documents should state clearly how inconsistencies are resolved.

What mandatory clauses must Romanian employment contracts contain?

The contract must cover the information required by Article 17 of the Labour Code and the applicable framework employment-contract model. The employer should not merely copy headings. Each field must describe the real employment arrangement.

What must be completed before the employee starts work?

The employer should treat hiring as a controlled sequence. Before the first working day, it must verify identity and work entitlement, obtain the medical fitness certificate, complete the required information process, sign the contract, provide the employee’s copy and transmit the required data to REGES-ONLINE.

A non-EU national may require a work authorisation and immigration steps before employment can lawfully begin. The employment document should align with the approved position, salary and working conditions. See our guide to recruiting non-EU personnel in Romania.

How does REGES-ONLINE connect with the employment contract?

REGES-ONLINE is the statutory employee register governed by Government Decision no. 295/2025. From 2026, employers should use the online register for new hires and subsequent reportable events. The register reflects the legal documents; it does not create or amend the parties’ agreement by itself.

The table states the main operational rules. For salary changes, Article 5(4) of Government Decision no. 295/2025 provides a 20-working-day deadline; a change resulting from a court judgment is subject to the specific 10-working-day rule calculated from the employer’s knowledge of the judgment. Particular suspensions, transfers and corrections also have specific rules. Employers should verify the current REGES-ONLINE guidance for the event concerned.

How should probation, confidentiality and non-compete clauses be drafted?

Optional clauses are enforceable only within the Labour Code. They should solve a real business need and should not attempt to remove statutory employee rights.

A post-employment non-compete obligation requires payment of a monthly non-compete indemnity. The contract must identify the activities prohibited, relevant third parties, geographic area and period. It cannot impose an absolute ban on the employee’s profession. Confidentiality and intellectual-property provisions should also distinguish employee-created works, employer resources, trade secrets and lawful whistleblowing or regulatory disclosures.

What additional clauses are required for telework and part-time work?

Telework and part-time arrangements require more than changing the workplace or number of hours in a standard form.

Under Law no. 81/2018, telework must be expressly agreed. The contract or addendum should address the periods spent at employer premises, how activity may be checked, the method for recording daily start and end working hours in line with Article 119 of the Labour Code, health and safety responsibilities, equipment, data protection, measures against isolation and the treatment of telework expenses.

A part-time contract must state the duration and distribution of hours, the conditions under which the schedule may be changed and the restriction on overtime, subject to narrow statutory emergencies. Omitting mandatory part-time elements may expose the employer to the risk of reclassification and labour-inspector sanctions.

Can the employer change the contract unilaterally?

As a rule, no. Core terms such as role, workplace, salary, working time and contract duration are modified by agreement, normally through a written addendum concluded before the change takes effect. The Labour Code provides narrow exceptions. In addition to delegation and secondment, Article 48 permits the employer temporarily to modify the workplace and type of work without consent in cases of force majeure, as a disciplinary sanction or as a measure to protect the employee, only in the cases and under the conditions provided by law.

Telework under Law no. 81/2018 remains, as a rule, consensual. An employer should not rely on Article 48 as a general power to impose remote work. Any exceptional unilateral remote-work measure must have a specific legal basis applicable at that time.

A policy cannot silently rewrite a contractual benefit or core term. Before changing a package, the employer should classify each item as statutory, contractual, collectively agreed, policy-based or genuinely discretionary. The correct document and employee-consent requirement follow from that classification.

Employer checklist for Romanian employment contracts

1. Identify the real employer. Confirm the Romanian employing entity and authorised signatory.
2. Classify the role. Select the correct COR occupation and align it with the job description.
3. Choose the lawful contract type. Document any fixed-term or part-time basis and special clauses.
4. Verify the employee. Check identity, qualifications, medical fitness and work authorisation.
5. Define the workplace. Distinguish office work, mobility, homeworking and telework.
6. State working time precisely. Include distribution, unequal schedules, shifts or part-time restrictions where relevant.
7. Map compensation. Separate base salary, allowances, bonuses, benefits and reimbursement of expenses.
8. Review optional protections. Tailor confidentiality, IP, non-compete, mobility and training clauses.
9. Sign and deliver the contract. Complete this before the employee starts work, using wet-ink signatures or the same legally valid electronic-signature type for both parties.
10. Transmit REGES data. Preserve proof and reconcile the register with payroll and personnel-file documents.

Frequently asked questions

Disclaimer: This article provides general information and does not constitute legal advice. Contract requirements depend on the role, working arrangement, applicable collective rules and the employee’s status.

AI Notice: AI-assisted content, reviewed and approved by a qualified Romanian lawyer.