In line with the provisions of the Directive, the Company Law stipulates that the following legal forms of Romanian companies may participate in cross-border mergers: (i) limited liability companies (societate cu raspundere limitata); (ii) stock corporations (societate pe actiuni); and (iii) partnerships limited by shares (societate in comandita pe actiuni). Additionally, the Company Law provides that European Companies (as defined by the Directive 2157/2001/EEC on the Statute for a European Company (SE)) having their registered office, central administration or principal place of business in Romania may act as participants in cross-border mergers. The aforementioned legal forms of Romanian companies, together with the European Company, are allowed to merge with other companies which have their registered office or central administration or principal place of business in other member states of the EU or EEA member states and are established in the legal form set forth by Directive 68/151/EEC or which, even if not incorporated in any one of the above mentioned legal forms, have legal personality, possess separate assets which alone serve to cover their debts and are subject to publicity formalities as set forth by Directive 68/151/EEC, provided that the law of the concerned EU member state allows such mergers.
