Through fusion, two or more companies decide separately the transfer of assets and liabilities to another company or the establishment of a new company for the purpose of merging the activities. The fusion is achieved by absorption of one or more companies or by merging two or more companies.

The division is done by dividing the integral of assets and liabilities of a company which ceases to exist, between two or more existing companies or which are being established.

Companies participating in the merger must prepare a merger plan that will include several elements such as:

  • form, name and registered office of the companies participating in the merger;
  • substantiation and conditions of the merger;
  • shares awarding conditions.

The merger, approved by the delegated judge shall be filed with the Trade Register and published in the Official Gazette. A merger is a combination that creates an economic unit from two or more independent units, the management of participating companies approve this arrangement.

An acquisition involves the same result, but the management of one or more participants may be hostile to this change and the procedure can be difficult in this case. There are two ways of acquiring shares in a commercial company in Romania:

  • buying shares / Existing social shares or enlarging the social capital.
  • transfers of assets and business transfers.

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Nartea - 2020