Legal service
Legal counsel for business development
From company incorporation to transactions and sector-specific compliance
We accompany entrepreneurs and companies through every stage of business development, from selecting the optimal legal form and structuring groups of companies to drafting commercial contracts, due diligence, M&A transactions and sector-specific compliance.
Company incorporation
Selecting the optimal legal form
SRL, SA, SRL-D, sole trader (PFA), branch, subsidiary, place of business — each with specific advantages and drawbacks. The analysis is based on activity, number of partners, growth plans, tax regime and liability exposure.
Drafting the articles of association
Not a generic template, but articles of association tailored to the specific situation: voting rules, profit distribution, protective clauses, exit mechanisms, share-transfer restrictions.
Registration with the Trade Registry
Coordination of the entire process: name reservation, obtaining the registered office, constitutive documents, actual registration.
Initial tax structuring
Selection of the optimal tax regime (micro vs. profit tax, VAT-registered vs. non-registered).
Structuring groups of companies
Structuring holdings and groups
Legal organization of corporate groups — parent companies, subsidiaries, special-purpose vehicles (SPVs) — according to business, tax and asset-protection objectives.
Branches and subsidiaries of foreign companies
Assistance in establishing a legal presence in Romania for foreign companies: selection of the optimal form (branch vs. subsidiary vs. representative office), registration, compliance.
Reorganizations: mergers, divisions, conversions
Structuring and implementation of corporate reorganization operations — from feasibility analysis to Trade Registry documentation.
Commercial contracts
Drafting and negotiating commercial contracts tailored to each specific situation:
Sale and supply contracts
Delivery conditions, quality, warranties, penalties, transfer of ownership and risk, Incoterms.
Service and collaboration contracts
Scope of work, SLAs, performance vs. best-efforts obligations, confidentiality, intellectual property.
Distribution and franchise contracts
Exclusivity, territory, performance obligations, termination clauses, know-how protection.
Construction and works contracts
Performance conditions, deadlines, acceptance, defects, performance guarantee, retentions.
Management and administration contracts
The relationship between the company and its directors, remuneration, KPIs, liability and non-compete clauses.
Supporting documents
NDAs / confidentiality agreements
Protection of sensitive information in negotiations, partnerships, hiring and projects.
Letters of intent and Memoranda of Understanding (MoU)
Pre-contractual framework for complex negotiations and transactions.
Powers of attorney and authorizations
Delegation of authority for day-to-day operations and for specific transactions.
Terms and conditions, internal policies
T&Cs for websites and platforms, return policies, general sale conditions.
Legal due diligence
Corporate and governance
Review of articles of association, GM resolutions, management contracts, shareholding structure, encumbrances on social parts.
Contracts and commercial relations
Review of key contracts (clients, suppliers, partners), identification of change-of-control clauses, termination risks, hidden obligations.
Litigation and disputes
Inventory and assessment of all active and potential litigation and of future litigation risks.
Employment law
Analysis of employment contracts, organizational structure, employee litigation risks, personnel-transfer obligations.
Real estate and authorizations
Verification of titles of ownership, operating permits, encumbrances and mortgages.
Intellectual property
Inventory and protection of trademarks, patents, copyright, software licenses, in collaboration with colleagues specialized in this field.
Compliance and regulation
Review of licenses, sector-specific authorizations, GDPR compliance, reporting obligations, in collaboration with colleagues specialized in this field.
Transaction assistance
Negotiation and drafting of the SPA (Share Purchase Agreement)
Structuring of price clauses (including adjustment mechanisms), representations and warranties, conditions precedent, post-closing clauses.
Business transfer (asset deal)
Structuring the transfer of assets, contracts and employees as an alternative to a share purchase.
Assignment of receivables and NPL portfolios
Due diligence and assistance in transactions involving the transfer of non-performing receivables, secured and unsecured, corporate and retail.
Closing and post-closing
Coordination of signing, effective transfers and post-transaction formalities.
Sector-specific compliance
Pharmaceutical regulation
Marketing authorizations, pricing, medicinal product advertising, relations with ANMDMR, the Ministry of Health and CNAS.
Energy and natural resources regulation
Licenses, authorizations, concession contracts, compliance with the ANRE regulatory framework.
Public procurement and EU funds
Compliance with public procurement legislation for contracting authorities, assistance in implementing EU-funded projects.
Telecommunications
ANCOM authorizations, reporting obligations, use of public property.
Do you have a situation you would like to discuss?
Contact us for a preliminary assessment. We analyze the case together and outline the options available to you.
Schedule a consultation