Green TM symbol inside a transparent glass sphere, with a pencil-drawn path around an amber obstacle, illustrating OSIM trademark refusal in Romania.

OSIM Trademark Refusal in Romania: Review the Notice and Response Options

Intellectual property · Trademark examination · Romania

An OSIM trademark refusal in Romania can arrive when packaging, a website or a product launch is already under way.

Before changing the brand or sending a quick reply, establish exactly what the office has communicated, what it objects to and which procedural step remains available.

This guide is for businesses and foreign applicants responding to objections in a Romanian national trademark application.

It focuses on OSIM’s examination response and the next steps after refusal.

The legislative references below use Law no. 84/1998 as republished in Official Gazette no. 277 of 7 April 2026.

In this national procedure, “provisional refusal” refers to the examination objection notice called aviz de refuz provizoriu in Article 17¹(4) of the implementing regulation.

A third-party opposition, an EUIPO refusal and a Madrid-system notification need their own procedural assessment.

For the initial filing process, see our separate guide to registering a trademark in Romania.

What should you check first in the OSIM communication?

Identify the document and procedural stage before drafting the reply.

Collect every page and attachment, the envelope or electronic delivery record, the application number and earlier correspondence.

A screenshot of the first page can omit the objection’s reasoning, a request for documents or the relevant instructions.

Separate a request to correct missing application information from a provisional refusal following examination and from a reasoned refusal decision.

Record the issuing date and the evidence of communication separately.

Ask who received it: the applicant, an existing representative or an address previously designated for the proceedings.

Internal forwarding to a manager should not be treated as automatically starting a fresh period.

Then check whether the objection concerns the whole specification or particular goods or services.

Compare the communication with the actual filed wording and representation of the mark.

The name used in advertising may differ from the sign submitted to OSIM.

A response prepared for the marketing version can leave the filed application’s problem unanswered.

OSIM Refusal Response Navigator

Select the communication type, then confirm the ground, affected specification and applicant profile to organise a review brief.

Answer the examination objection while the application is pending

A provisional refusal notice gives an opportunity to address OSIM’s examination grounds. Review each objection against the filed sign and goods or services, then decide whether arguments, evidence or an admissible restriction can help.

  • Map each objection to the goods or services it concerns.
  • Verify the response deadline and whether a timely extension request is needed.
  • Prepare a reasoned response with indexed evidence and a precise request.

Your response-file review

  • Confirm the communication type and details before choosing a response.

This navigator organises questions for review. It does not classify your actual notice, calculate deadlines, validate evidence or determine whether a response will succeed.

Which deadline applies to an examination response?

The examination response period and the challenge period are separate.

Under Article 17¹(4)–(5) of the implementing regulation, a provisional refusal invites a response within 30 days.

The procedure provides one additional 30-day period on request with the statutory fee; the request and payment evidence must be filed before the initial period expires under the applicable submission rules.

It does not provide automatic or successive rolling extensions.

Article 25(2) of Law no. 84/1998 is the corresponding statutory provision.

Under Article 8(1)–(4) of the implementing regulation, the period runs from receipt of the communication by the applicant or representative, as applicable, rather than simply from the notice’s issue date.

Day-based periods count calendar days, excluding the starting and expiry days; an expiry falling on a public holiday or non-working day moves to the end of the next working day.

For procedural documents sent by post, Article 8(4) treats handover to the post office before expiry as timely submission.

Keep proof of receipt and timely filing, and check the rules for the submission channel actually used.

Ask for a written deadline assessment tied to the actual communication and the applicable calculation rules.

Distinguish the last day for filing from the internal date for approving arguments, arranging translations and obtaining a mandate.

A notice period can be consumed quickly if the applicant and its records are in different countries.

Do not treat a telephone discussion, an informal request for clarification or a message saying that evidence will follow as an extension.

Confirm the proper submission route and preserve the filing acknowledgement.

If time is already short, send the complete notice for review immediately rather than waiting to assemble a perfect commercial history.

Under Article 17¹(6)–(8), a missing or unsuccessful response may lead to admission with a restricted specification or refusal, depending on the grounds and file.

If a response period has already been missed, obtain an urgent assessment of the procedural position and any available remedy.

Different communications require different review steps
CommunicationReview firstDo not assume
Missing information or formal deficiencyThe requested item, applicable provision, payment records and filing-date position.That the provisional-refusal extension rule applies to every notice.
Provisional examination refusalEach ground, affected goods or services, response period and any timely extension request.That the application is already finally lost or extra time is automatic.
Communicated refusal decisionThe reasons, communication evidence and administrative challenge requirements.That another informal examiner reply replaces a challenge.
Commission decision after challengeThe operative decision, communication evidence and court-review route.That the initial examination timetable controls this later stage.

This comparison is a reading aid, not a deadline calculator.

Review the complete document and applicable law before deciding what to file.

Why can the office object to the proposed mark?

Start with the exact ground cited in the notice.

Article 5 of the Trademark Law covers absolute refusal grounds, including lack of distinctiveness, customary or descriptive signs, deception and protected symbols.

The appropriate response depends on the ground and requested goods or services.

Third-party observations concern absolute grounds and do not make their author a party to examination, under Article 20.

An opposition based on relative grounds follows the separate Articles 26–28 opposition procedure.

For descriptive wording, examine what the expression communicates to the relevant customers in relation to the specified activity.

A term can describe a feature, intended purpose or geographic origin for one product while raising a different question for another.

Explain that relationship precisely; stating that the brand is important to the business does not address the examiner’s reasoning.

Read the sign as filed.

If the application contains both wording and graphical elements, identify what the overall presentation contributes to the argument.

An intention to introduce a distinctive design later does not supply a graphical element missing from the pending application.

Keep proposed future branding separate from the assessment of the existing file.

Do not reduce every refusal to a distinctiveness dispute.

An objection concerning a misleading claim, a protected designation or an official symbol requires a different analysis and potentially different evidence.

A response should address every outstanding ground, rather than concentrating on the easiest paragraph in the notice.

Will the company name, domain or foreign registration help?

Those records can provide context, but they do not settle Romanian trademark registrability.

OSIM’s trademark guidance distinguishes company-name and domain registration from trademark protection.

A name accepted for a company can still encounter a trademark objection.

If you have a foreign registration, give counsel the actual certificate or registry extract, the representation of the sign and its goods or services.

Identify whether the Romanian application concerns the same wording and scope.

Present the record as part of the factual background and assess its relevance to the particular ground; avoid presenting it as automatic approval for the Romanian file.

For brand teams, this distinction helps separate two decisions: whether to pursue the requested registration and whether to keep using the commercial name.

Launch expenditure, distributor commitments and domain ownership matter to the business choice, but should be set out in a separate commercial note alongside the legal arguments.

Can evidence of use support a distinctiveness argument?

Potentially, where the statutory route applies.

Article 5(2)–(3) allows acquired distinctiveness for Article 5(1)(b), (c) and (d): lack of distinctiveness, customary signs and descriptive signs.

The provisions cover distinctiveness acquired before filing and, under Article 5(3), after filing but before registration.

Its relevance and proof require a file-specific assessment; use does not cure every refusal ground.

That route does not cure the shape or characteristic exclusions in Article 5(1)(e), deception under (f), or public-order and morality objections under (m).

Build an evidence index explaining what each record demonstrates.

Useful material to assess may include dated packaging, catalogues, sales records, advertising campaigns, geographical distribution and reliable information about customer recognition.

These are potential evidence categories, not a statutory checklist or an assurance that a particular document will be sufficient.

For each item, identify the date, territory, goods or services, applicant or user of the sign and version of the mark shown.

Separate activity outside Romania from evidence relevant to the Romanian assessment.

Explain gaps rather than combining unrelated screenshots into a large attachment and expecting their significance to be obvious.

Trading under a name and showing that customers identify it as a commercial origin are different evidential questions.

A large turnover figure may need context, such as the products concerned and how the sign appeared to buyers.

Ask counsel to assess the argument before commissioning research or collecting sensitive business records at considerable cost.

Can narrowing the specification resolve the objection?

A restriction is worth assessing if it leaves useful commercial protection.

Article 30 permits restrictions and limited corrections, while substantial changes require a new application.

Review the proposed wording before filing it.

Under Article 7(2), an absolute refusal ground affecting only some goods or services leads to refusal for those goods or services.

Map the affected terms before treating an objection as covering the whole application.

Article 22 also addresses an OSIM-requested declaration disclaiming exclusivity in a nonessential nondistinctive element where its statutory conditions are met.

Such a declaration is not a universal cure for descriptive branding, and a voluntary declaration is disregarded where those conditions are absent, under Article 17¹(13).

Prepare a comparison showing the original specification, affected terms, proposed wording and business activities that would remain covered.

Avoid casually removing an entire class when the real issue concerns a narrower activity.

Conversely, do not retain broad wording merely because it was inexpensive to include if it keeps the objection unresolved.

Ask the operational team which products are already sold, which are about to launch and which are speculative future plans.

A restriction can be commercially sensible for one applicant and unacceptable for another.

The instruction should make those priorities visible before a representative submits wording that changes the protection sought.

A new name, a redesigned logo or an expanded goods list belongs in a separate filing assessment where the changes exceed the pending application’s limits.

Compare the new sign, scope, filing date, applicable priority position and fresh costs.

Refiling should never be described as automatically carrying forward the old application’s position.

How should the response be organised?

Use a reasoned response that answers the notice point by point.

Begin with the applicant and application identifiers, the communication being answered and a clear statement of the requested outcome.

Follow the examiner’s grounds in a consistent order so each argument can be connected to the relevant part of the file.

Separate legal analysis from evidence and commercial background.

Where the response proposes an admissible restriction, reproduce the exact revised specification and explain its relationship to the objection.

Where it relies on existing use, cross-reference the evidence index rather than repeating unsupported claims about reputation.

Check names, application numbers, the filed representation, dates, attachments, signatures and mandate details before submission.

Resolve language and translation needs early.

Retain the final submitted version, proof of payment where required and the acknowledgement of filing together, so a later review does not rely on an unsubmitted draft.

Use the builder below to distinguish records already available from questions still open.

Its output is a preliminary brief for counsel.

Marking an item documented does not establish its authenticity, legal relevance or sufficiency, and selecting a notice category does not classify the actual OSIM document.

Trademark Refusal File Builder

Mark the records available for review. “Documented” describes availability; it does not confirm legal sufficiency.

Selected communication: Provisional refusal.

Complete communication, attachments and evidence of when it was received.

Application number, exact mark representation and filed specification.

Earlier replies, examiner communications, fees and filing acknowledgements.

Dated material relevant to the particular objection, if that argument is available.

Applicant identity, signatory capacity and any relevant mandate.

Essential products, launch plans, acceptable restrictions and alternative names.

0 of 6 review areas documented.

Records to examine

  • No area marked documented yet.

Questions still open

  • Which document was received, and when was it communicated?
  • Which sign and goods or services are actually under examination?
  • What has already been submitted, paid, accepted or left unresolved?
  • Which argument does each document support, for which goods and period?
  • Who may respond or challenge the decision for this applicant?
  • Which protection matters most, and what would narrowing or refiling change?

Selections remain on this page. This tool sends no documents to Atrium. A record marked outside scope still needs its applicability checked.

What changes after OSIM issues a refusal decision?

Review the decision as a new procedural step.

Article 106(1) provides a 30-day challenge to OSIM from communication, with the statutory fee.

Under Article 108(1), the commission’s decision can be challenged at the Bucharest Tribunal within 30 days of communication.

The Tribunal’s judgment may be challenged by an ordinary appeal to the Bucharest Court of Appeal.

Article 50 of the implementing regulation addresses the written Romanian-language challenge, grounds, signature, supporting documents, fee evidence and relevant mandate.

Check the applicable requirements against the file.

An informal disagreement with an examiner is not a substitute for preparing the appropriate challenge.

Compare the refusal’s reasons with the response actually filed.

Identify which arguments were considered, which points remain disputed and whether the application’s commercially essential scope can still be defended.

A challenge assessment should explain the available case and its evidential limits, together with the cost and commercial consequences of proceeding.

The OSIM Trademark Appeals Commission page publishes procedural information about its work.

Check the actual file and official communications for your case.

Public schedules do not replace communication evidence or establish that a filing deadline has been preserved.

What should foreign applicants and brand teams prepare?

Confirm the applicant and authorised representation before the deadline becomes urgent.

Under Article 15(2), representation is compulsory when the applicant has no domicile, registered office or effective and functioning industrial or commercial establishment in the EU or EEA, except for filing the registration application.

Law no. 30/2024 amended Article 3(j) so that an authorised representative includes a lawyer or an industrial-property adviser.

Under Article 6(2) of the implementing regulation, an unrepresented applicant without the relevant domicile, office or establishment in Romania must designate a correspondence address in Romania.

Check mandates, signatory authority, language and communication arrangements early.

Identify the legal entity that owns the application, even if a different group company markets the products.

Give counsel the entity’s accurate name and registration details, the person providing instructions and any existing representative.

Avoid parallel submissions by the marketing team, headquarters and a local adviser without an agreed lead for the file.

Assign internal responsibility for approving the response, obtaining records, paying confirmed fees and monitoring further communications.

A practical timetable should show dependencies and leave time for a final consistency check.

The legal route and evidence should be settled before arranging optional specialist work.

Check OSIM’s official trademark legislation and fee resources for the applicable charge and payment instructions.

Separate official fees from professional fees, translations and evidence preparation.

Under Article 7 of Government Ordinance no. 41/1998, Romanian natural and legal persons pay the statutory fees in lei, foreign natural and legal persons pay in euros, and fees jointly owed by Romanian and foreign applicants or holders are paid in euros.

Confirm the applicable payment currency and current OSIM instructions for the applicant before paying.

A fee table’s description should not be used by itself to determine a statutory response period.

Response Budget Planner

Enter your own quotes and confirmed fees in euros, using the same VAT basis throughout. Calculate a planning total once the proposed scope is clear.

Entered costs€0.00
Contingency€0.00
Planning total€0.00

No estimate calculated yet.

This planner uses euros only as a common budgeting unit and supplies no rates, exchange rates or official fees. Convert any lei-denominated estimate yourself using a stated planning rate. Confirm the actual payment currency and amount separately. Unknown costs left at zero are excluded. The total is not an Atrium quote or a prediction of litigation costs.

Illustrative scenario: descriptive wording and a planned launch

How Atrium can assist with an OSIM refusal review

A defined review through our Romanian trademark legal services can connect the notice, procedural stage, filed sign and commercial priorities.

The scope may cover the objections, available arguments and evidence, an admissible specification change, a response or challenge, and the representation needed for submission.

Send the full communication and attachments, delivery evidence, application, goods or services list, earlier submissions and relevant payments.

Identify any known deadline immediately.

Add a short note explaining what the business needs to protect and whether alternative wording or a new design is commercially acceptable.

Sensitive records should follow an agreed sharing channel.

Sending a notice or using the contact form does not suspend or extend any procedural deadline.

Responsibility for a filing or deadline must be expressly agreed when Atrium accepts the engagement and confirms its scope.

Agree the scope and fee before work begins.

A useful work product is a document-specific assessment and an action sequence showing what the applicant, counsel and internal team each need to do.

A review cannot guarantee registration, success in a challenge or a particular completion date.

Frequently Asked Questions

Does an OSIM provisional refusal mean my application has already been finally rejected?

A provisional refusal notice invites an examination response.

Check its grounds and deadline before assuming the application is lost.

A subsequent refusal decision calls for a separate challenge assessment.

Can I request more time to answer a provisional refusal?

The examination procedure permits a further 30 days on request with payment of the statutory fee.

The extension request and proof of payment must be filed before the initial period expires, in accordance with the applicable submission and time-limit rules.

Keep evidence of timely submission.

Do not assume an informal email extends time.

Will an ONRC company name or domain registration overcome the objection?

Company-name and domain registrations serve different purposes.

They do not establish that the filed sign meets trademark registration requirements.

A response should address the actual examination ground and affected goods or services.

Can I replace my filed word mark with a new logo?

A substantial change to the filed mark requires a new application.

Assess any proposed correction against the statutory limits before submitting it.

A new logo may also protect a different sign from the wording originally requested.

Which documents should I send for a refusal review?

Send the full notice or decision, attachments, delivery evidence, application, exact filed sign, goods or services list, earlier correspondence and payments.

Add relevant dated evidence, applicant details and commercial priorities.

Is a third-party opposition the same as an examiner’s refusal notice?

No.

An opposition based on earlier rights has a separate procedure.

Check whether OSIM is communicating its examination objection, a third-party observation or an opposition before selecting the response route.

Does continuing to use the brand guarantee registration?

No.

Continued use does not guarantee registration or freedom from third-party claims.

Discuss the objection, any evidence-based argument and the separate risks of use before committing to further launch expenditure.

Review the notice before choosing the next move

Bring the complete OSIM communication, delivery evidence and application together first.

Atrium can assess the procedural stage, objections and response options against the protection your business needs, then define the documents and decisions required for the next step.

AI-assisted content.

AI due diligence checklist for foreign investors assessing a Romanian company

AI Due Diligence in Romania: What Foreign Investors Should Check

Foreign investment • AI governance • Romania

AI due diligence in Romania asks whether a target company’s AI use, data, contracts and public claims support the investment case. It is not a technical demonstration of a model and it is not a generic AI policy review. For a buyer, investor or lender, the question is whether the target has identified the systems it uses, can lawfully operate them, owns or can use the assets it relies on, and has a credible plan for the risks that will remain after closing.

What is AI due diligence in a Romanian transaction?

AI due diligence is a transaction-focused legal and commercial review. It identifies whether the target’s use of AI creates liabilities, restrictions, missing rights or implementation costs that could affect price, risk allocation or post-closing operations.

For a Romanian target, the review should cover the target’s Romanian operations and any AI outputs used in the European Union. The EU AI Act is directly applicable across the EU and operates alongside the GDPR where personal data is processed. A seller’s statement that it uses only a third-party AI tool does not end the inquiry: the target may still be a deployer, customer, controller, employer or regulated business with its own duties.

This guide has a different purpose from our analysis of AI vendor contracts in Romania, which focuses on the agreement with a supplier, and from DPIA vs FRIA in Romania, which focuses on assessment triggers for a deployment. Here, the investor is deciding what must be verified before, at and after a deal.

Start with the target’s actual AI footprint

Do not begin with a broad question such as “Does the company use AI?” Ask what system or model is used, for which decision, with which data, by whom, and whether the target sells, deploys, develops, fine-tunes or merely accesses the tool.

A useful data-room request separates customer-facing products from internal tools. It should identify models, APIs, software providers, hosting and cloud dependencies, integrations, datasets, prompts or knowledge bases, material outputs, users and the decisions influenced by each use case. The inventory should also record planned products or features that have not yet launched but are material to the investment thesis.

Deal-side navigator

Select a deal question to see the first evidence to request

Click or tap a card. Keyboard users can Tab to a card and press Enter or Space. Each selection stays visible until you choose another one.

Business model and footprint

Request a system inventory, product descriptions, roadmaps, supplier contracts, architecture summary and evidence of the target’s material AI claims. Compare marketing language with the technology and operating model actually in use.

Which legal and commercial issues should an investor test?

Click or tap a row to highlight the diligence takeaway. On a small screen, swipe the table sideways.

AI due diligence matrix for a Romanian target
Review areaWhat to testPossible deal response
Whether the target’s product, sales material and internal inventory describe the same systems, functions, limits and dependencies.Correct the diligence scope, ask for technical confirmation and qualify representations that are broader than the evidence.
Whether a use case may be prohibited, high-risk, subject to transparency rules or linked to a general-purpose AI model supply chain.Obtain a classification record, identify compliance timing and budget for any remediation or implementation work.
Data flows, controller/processor roles, legal bases, Article 22 issues, DPIA screening, security measures and cross-border transfers.Require a privacy remediation plan, review the DPA and test whether the target can continue the relevant processing after closing.
Whether datasets, prompts, files or customer information may lawfully be used for development, fine-tuning, testing or supplier improvement.Limit or stop impermissible use, obtain consents or contractual permissions where appropriate, and reserve a specific risk allocation.
Ownership and licences for software, open-source components, models, training materials, brand assets, output and third-party claims.Confirm chain of title, address licence conflicts and tailor warranties or indemnities to the assets that support the valuation.
Model, cloud and subprocessor dependencies, location, termination, audit evidence, model changes and service continuity.Seek consent, amendment, transition assistance or a post-closing migration plan if a dependency cannot support the buyer’s intended use.
Policies, ownership, AI literacy, logs, testing, monitoring, incident response, complaint handling and escalation records.Set a post-closing governance plan with owners, deadlines and evidence requirements rather than relying on a generic policy.

The European Commission describes the AI Act as a risk-based framework for developers and deployers. It identifies employment, credit scoring and access to essential services among the examples that may be high-risk. See the Commission’s AI Act overview and application timetable.

AI Act review: classify before you value the risk

Do not treat “AI Act compliant” as a sufficient diligence answer. Contractual, sector-specific, data-protection and AI Act obligations must be assessed separately. The investor should identify the system, its intended purpose, the target’s role and the rules that apply now or later. The relevant date can affect both risk allocation and integration planning.

The AI Act’s prohibitions, AI literacy obligations, governance rules, GPAI-model obligations and transparency rules have different application dates from the rules for high-risk systems. The Commission states that Annex III high-risk use cases, including employment and credit-scoring examples, are scheduled to apply from 2 December 2027, while high-risk systems embedded in regulated products have a later date of 2 August 2028. A diligence report should distinguish obligations already applicable from future obligations that could require a funded implementation plan. At the time of publication, the applicable AI Act timetable should be verified against the latest EU legislation and implementation guidance, including the official AI Act Service Desk timeline.

The analysis should also ask whether the target is developing an AI system, placing it on the market, deploying it in its own business, importing it, distributing it or using a third-party service. These labels are not interchangeable with GDPR controller and processor roles. For the contract-facing part of that review, see AI Vendor Contracts in Romania.

GDPR and data review: look beyond the privacy policy

The decisive question is what happens to personal data at each stage of the AI lifecycle. A target may process personal data in training, testing, deployment, monitoring, logs, prompts, support and human review, even where the product is marketed as automated or anonymised.

The review should map the data categories, purposes, retention, recipients, access, transfer mechanisms and contractual roles. Where the use involves profiling, recruitment, credit, insurance, pricing or decisions that may significantly affect individuals, check the actual decision flow and safeguards rather than relying on a generic human-review statement. Article 35 GDPR requires a DPIA where processing is likely to result in a high risk to the rights and freedoms of natural persons; Article 22 has separate rules for certain solely automated decisions.

The European Data Protection Board has also confirmed that the anonymity of an AI model trained with personal data must be assessed case by case. That matters for a target relying on a statement that a model, dataset or output is anonymous. Read EDPB Opinion 28/2024. For the broader framework, see our guide to GDPR compliance when using AI in Romania.

Data, intellectual property and contract rights

AI value is often dependent on rights that sit outside the target’s own code. The investor should trace the legal basis for using data, third-party models, cloud infrastructure, open-source components, output and confidential information.

Review the complete contract suite, not only the signed master agreement. Order forms, online terms, acceptable-use policies, data-processing agreements, security schedules, open-source notices and API terms can all affect the target’s rights. In particular, check whether a provider can use customer or target data for model training, whether the provider can change the model or service unilaterally, and whether the target can export its data and configurations on exit.

Ownership language for AI-generated output should be read carefully. A contractual promise may create a licence or allocation between the parties, but it does not necessarily guarantee exclusivity or copyright protection in every output. The copyright status of AI-generated content may vary depending on the level of human creative input and the applicable jurisdiction. The review should identify the use the target needs to make of the output and whether third-party rights, human authorship requirements, confidentiality or contractual restrictions could limit that use.

What should the investor request in the data room?

  1. Request a current AI inventory. Include internal tools, customer-facing products, models, APIs, plugins, fine-tuning, integrations and material planned features.
  2. Obtain a use-case map. Record intended purpose, users, affected people, decisions, data inputs, outputs, human review and country of deployment.
  3. Collect AI governance records. Ask for role assessments, policies, training records, system documentation, risk logs, testing, monitoring and incident procedures.
  4. Review AI Act screening. Identify prohibited practices, potential high-risk systems, transparency obligations, GPAI dependencies and the applicable timetable.
  5. Map personal-data processing. Review privacy notices, legal bases, Article 22 analysis, DPIAs, processor arrangements, security controls and transfers.
  6. Trace data rights. Check source, licence, consent or other permission for data used in development, testing, fine-tuning and ongoing service delivery.
  7. Review the contract stack. Read supplier, customer, cloud, API, DPA, security, outsourcing and change-control documents together.
  8. Confirm IP and open-source position. Request code provenance, licences, notices, ownership assignments, third-party claims and output-use restrictions.
  9. Test material statements. Compare product marketing, investor materials and customer commitments against the available technical and legal evidence.
  10. Assign the deal response. Separate issues requiring price, warranty, indemnity, condition, remediation, disclosure or post-closing integration action.

How should findings affect the transaction documents?

Translate each material finding into an owner, timing and remedy. A diligence report is useful only if the SPA, investment agreement, disclosure process and integration plan reflect the issues that have been identified.

The appropriate response will depend on the transaction structure and the seller’s ability to remediate. A buyer may need targeted warranties concerning data rights, AI-related regulatory compliance, ownership, contract compliance, absence of claims or material incidents. Confirmed gaps may justify a specific indemnity, a pre-closing remediation covenant, a post-closing plan, a condition or a tailored disclosure. The drafting should not assume that a general compliance warranty captures the actual issue.

Post-closing planning is equally important where the buyer will integrate systems, move data, introduce a new group policy, change suppliers or expand the target’s use case. These changes can alter the GDPR and AI Act analysis. If an assessment is required, the timing should be addressed before the relevant processing or deployment begins. Our DPIA vs FRIA guide explains why those two assessment routes must be screened separately.

When does a separate specialist review become necessary?

A focused AI legal review should be coordinated with corporate, technical, information-security, employment and commercial due diligence when the target develops AI products, relies on proprietary datasets, makes regulated-sector decisions, uses AI in recruitment or credit processes, processes sensitive personal data, markets compliance claims, or has important dependencies on a small number of providers. The workstreams should share the same factual inventory, but each should retain its own legal questions and conclusions.

How Atrium Romanian Lawyers can assist

Atrium Romanian Lawyers can coordinate the legal workstream for AI-related due diligence in a Romanian investment, acquisition or internal reorganisation. The review can cover AI Act role and use-case screening, GDPR and data-contract questions, supplier and customer terms, intellectual property, employment and operational governance, and the translation of findings into transaction documents or an integration plan.

Client experience

AI due diligence during the acquisition of a Romanian technology company

An international investor considered acquiring a Romanian technology company that relied extensively on AI-enabled software products and third-party AI services.

During the due diligence process, the buyer requested confirmation regarding AI Act compliance, data rights, intellectual-property ownership and the target’s dependencies on external AI providers.

The review identified gaps between the target’s public marketing materials and its internal documentation, uncertainties regarding the scope of rights over certain datasets, and contractual limitations affecting the use of third-party AI services after closing.

Atrium Romanian Lawyers coordinated the legal review of the AI use cases, supplier contracts, GDPR implications and intellectual-property position. The findings were translated into targeted warranties, disclosure items and a post-closing remediation plan.

The transaction proceeded with a clearer allocation of regulatory, contractual and operational risks and with a structured roadmap for post-closing compliance measures.

This example has been anonymised and simplified for publication. The appropriate legal analysis depends on the system, data, contract structure and facts of each matter.

Frequently asked questions

Does every investment in a Romanian company need AI due diligence?

No. The scope should be proportionate to the target’s actual use of AI and the importance of that use to the transaction. A company using a limited internal tool may require a focused review. A target selling AI-enabled products, using sensitive data or making decisions affecting people may need a deeper legal and technical workstream.

Is AI due diligence the same as an AI Act compliance audit?

No. AI Act compliance is one part of the review. Transaction diligence also considers ownership, licences, customer commitments, personal data, confidentiality, technical dependencies, product claims, change control and what the buyer will need after closing. The correct scope follows the investment thesis and the target’s operating reality.

Can a seller rely on a supplier’s AI compliance statement?

Supplier information can be relevant evidence, but it does not by itself establish that the target’s own deployment is compliant. The investor should check whether the statement identifies the actual system, model, purpose, data, users, territory, contract terms and responsibilities relevant to the target’s use case.

Should a buyer ask for the target’s DPIAs?

Where the target operates AI systems involving personal data and has conducted or screened for a DPIA, the relevant material should be reviewed subject to confidentiality controls. The question is not simply whether a document exists, but whether it reflects the current processing, risks, safeguards, changes and any residual issues requiring follow-up.

Can AI findings be addressed after closing?

Sometimes. The decision depends on the nature of the issue, legal exposure, urgency, operational dependency and the buyer’s ability to control remediation. A defensible post-closing plan should identify the owner, evidence, budget, deadlines and the effect on continued use. Some issues may need to be resolved before closing or before a planned deployment.

What is the most common gap in AI diligence?

A frequent gap is that the target has a high-level AI policy or vendor contract but no reliable inventory linking systems, use cases, data, roles, evidence and decision owners. The first practical step is usually to build that factual map before drawing legal conclusions or negotiating transaction protection.