Share Purchase Agreement in Romania: Due Diligence, Warranties and Closing Risks
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.
In brief: In a Romanian share deal, the buyer acquires the company with its assets, contracts, employees, licences, debts and historical exposure. The SPA therefore allocates risk between buyer and seller. Due diligence identifies the issues; the contract decides whether they must be corrected before closing, reflected in the price, disclosed against warranties, covered by an indemnity or accepted by the buyer. Romanian corporate approvals, ANAF formalities, merger control and investment screening must be tested early because they can change the signing and closing timetable.
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).
Select a route to see how the risk profile changes.
The buyer acquires the target entity itself. Contracts and assets generally remain with that entity, but so do its historical liabilities and compliance exposure.
| Decision point | Share deal | Asset deal |
|---|---|---|
| What transfers | Ownership of the target company. | Identified assets, contracts, liabilities or business components. |
| Historic liabilities | Remain inside the acquired company and therefore affect the buyer economically. | Generally remain with the seller unless assumed by contract or transferred by law. |
| Contracts and permits | Usually remain with the same legal entity, subject to change-of-control clauses and regulatory rules. | May require individual assignment, consent, novation or reissuance. |
| Employees | Remain employed by the target. | A business transfer may trigger employee-transfer rules and information or consultation duties. |
| Core document | Share purchase agreement. | Business or asset transfer agreement plus asset-specific instruments. |
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.
Select a finding to see the appropriate contractual response.
Require the seller or target to correct a curable defect before closing and deliver objective evidence that the correction is complete.
| Workstream | Key questions | Possible SPA response |
|---|---|---|
| Corporate and title | Does the seller own the shares? Do the articles of association create pre-emption rights, and are there pledges, options, capital defects or approval restrictions? | Title warranty, release condition, shareholder waiver, completion deliverable. |
| Material contracts | Do customers, lenders or suppliers have termination, consent or change-of-control rights? | Consent condition, covenant, retention or price adjustment. |
| Employment | Are remuneration, dismissals, contractors, collective arrangements and key-person dependencies compliant? | Remediation, employment warranty, specific indemnity, retention plan. |
| Tax | Are filings complete? Are there audits, arrears, related-party risks or unsupported tax treatments? | Tax covenant, tax warranty, escrow, special indemnity. |
| IP, technology and data | Does the target own or validly license critical IP? Are cybersecurity and GDPR controls adequate? | Assignment, licence cure, warranty, remediation plan, indemnity. |
| Disputes and regulation | Are there claims, investigations, licences, sanctions, environmental or sector-specific risks? | Regulatory condition, conduct covenant, indemnity or exclusion from the deal. |
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.
Select a clause family to see its transaction function.
Contractual statements about the target, shares and business. Their value depends on scope, disclosure, knowledge qualifiers, repetition, claim rules and available recovery.
| Protection | Principal function | Drafting question |
|---|---|---|
| Warranty | Allocates risk if a contractual statement about the target or business is inaccurate. | What is warranted, when is it true, and how do disclosure and seller knowledge qualify it? |
| Specific indemnity | Allocates a defined known or identified exposure. | What event triggers payment, which losses are covered and do general limitations apply? |
| Condition precedent | Prevents closing until a necessary event, consent or approval occurs. | Who controls satisfaction, what evidence is required, and when may either party terminate? |
| Pre-closing covenant | Controls how the target operates between signing and closing. | Which actions need buyer consent without giving the buyer unlawful premature control? |
| Limitation regime | Sets time limits, thresholds, caps, exclusions and claim procedure. | Which claims are carved out, and does the recovery structure match the seller’s credit risk? |
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.
| Mechanism | How it works | Main negotiation risk |
|---|---|---|
| Locked-box | Price is based on historic accounts at an agreed date, protected by a no-leakage covenant. | Reliability of the accounts, leakage definition and permitted payments. |
| Completion accounts | Price adjusts after closing by reference to closing debt, cash, working capital or other metrics. | Accounting policies, hierarchy of rules, timetable and expert determination. |
| Earn-out | Part of the consideration depends on future performance or milestones. | Control of the business, metric manipulation, extraordinary items and information rights. |
| Escrow or holdback | Part of the price is retained or deposited to support identified obligations or claims. | Release triggers, duration, permitted deductions and insolvency protection. |
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.
Select a stage to review the principal legal control.
Align structure, valuation, exclusivity, confidentiality, process and principal conditions before the parties spend heavily on diligence and drafting.
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.
- Confirm conditions. Record satisfaction or valid waiver of every closing condition.
- Approve the transfer. Deliver the required shareholder and corporate resolutions.
- Transfer the shares. Execute the required instruments and update the shareholder register.
- Pay the consideration. Follow the funds flow, escrow and debt repayment arrangements.
- Release security. Deliver releases of share pledges, guarantees or target security where agreed.
- Change governance. Coordinate resignations, appointments, powers of attorney and bank mandates.
- Deliver control items. Transfer corporate books, credentials, keys, seals and agreed records.
- 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
- Define the acquisition perimeter. Confirm percentage, target entities, securities and excluded items.
- Verify title and authority. Check ownership, encumbrances, approvals and signatory powers.
- Complete risk-focused due diligence. Prioritise issues that affect value, continuity or closing.
- Translate findings into protections. Allocate each material issue to remediation, price, condition, warranty, indemnity or withdrawal.
- Select the price mechanism. Define accounting rules, leakage, debt, cash, working capital and dispute resolution.
- Screen regulatory approvals. Review merger control, investment screening, sector approvals and third-party consents.
- Align signing and closing. Specify conditions, conduct rules, long-stop date, termination and closing deliverables.
- Test recovery. Check caps, time limits, exclusions, seller credit and available security.
- 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.
Planning the acquisition or sale of a Romanian company?
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Book a ConsultationFrequently asked questions
Is a share purchase agreement mandatory in Romania?
A written transfer instrument is normally required to document and implement the transaction. In a negotiated acquisition, the SPA is the central agreement because it also records price mechanics, conditions, warranties, indemnities and closing. The required form and supporting corporate documents depend on the target’s legal form and transaction structure.
What is the difference between an SPA and a shareholders’ agreement?
The SPA governs the acquisition of shares and the allocation of transaction risk between buyer and seller. A shareholders’ agreement governs the continuing relationship among shareholders after the investment, including governance, reserved matters, funding, transfers, deadlock and exit. A minority investment may require both documents.
Can signing and closing occur on the same day?
Yes, where no unsatisfied conditions or approvals require a split process. If merger control, investment screening, financing, third-party consent or pre-closing remediation is required, signing normally precedes closing and the SPA must regulate the interim period and long-stop date.
Does due diligence remove the need for warranties?
No. Due diligence and warranties serve different functions. Diligence helps the buyer identify and evaluate risk. Warranties allocate contractual risk for inaccurate statements, subject to disclosure and limitations. Known issues may require remediation, a price adjustment or a specific indemnity rather than reliance on a general warranty.
When is Romanian investment-screening approval required?
The analysis depends on the investor, target activity, transaction structure, control or durable participation, sensitive sector and investment value. The general threshold is EUR 5 million after OUG no. 17/2026, but lower-value transactions may still be examined where security, public-order or relevant EU interests may be affected.
What happens after the SPA closes?
The parties must complete the agreed corporate, Trade Register and ANAF steps, as well as beneficial-owner filings where required under the applicable transparency rules. They must also release or retain escrow as applicable, implement governance changes and perform post-closing covenants. Price-adjustment, earn-out, indemnity and integration obligations may continue long after legal ownership changes.
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.
