13. Overview of procedure and timeline

Common draft terms

The directors/management board of each of the merging companies are required to draw up the common draft terms of the cross-border merger in written form (notarization not required).

Publication

At least 30 calendar days before the date of the shareholders' meeting the common draft terms must be:

• filed with the competent Trade Registry with a view to being endorsed by the delegated judge; and
• published by the competent Trade Registry in the Official Gazette of Romania.

Report of the management

The directors/management board of the merging companies must prepare a report on the proposed cross-border merger explaining and justifying the legal and economic grounds of the cross-border merger.

Independent expert's report

An independent expert's report intended for shareholders must be drawn up for each merging company.
The shareholders of all merging companies can waive such independent expert report.

Supervisory board

n/a

Information duties

vis-à-vis shareholders:

(i) The common draft terms, (ii) the report of the management, and (iii) the report(s) of the independent expert(s) must be made available to the shareholders, free of charge, one month before the shareholders' meeting.

vis-à-vis employees:

At least one month prior to the date of the shareholders' meeting, the draft merger terms and the report of the management must be made available to the employees' representatives, if any, or to the employees.
The employees, or their representatives, as the case may be, must be informed about the merger in writing regarding the (proposed) date of transfer, the reason for the transfer, the legal, economic and social implications for the employees and any measures envisaged in relation to the employees.

vis-à-vis creditors:

No information duty other than by way of publication of the common draft terms in the Official Gazette of Romania.

Approval by the shareholders' meeting

The requirements for convening the shareholders' meeting must be carried out at least ten calendar days prior to the meeting (in the case of limited liability companies) or at least 30 calendar days prior to the meeting (in the case of stock corporations).

Pre-merger certificate (outbound merger)

Based on the decision of the judge appointed with the Trade Registry regarding the approval of the merger, the Trade Registry shall issue the pre-merger certificate to the applicant.

Registration of the merger (inbound merger)

The management of the companies involved must file an application for registration with the Trade Registry competent for the absorbing company. The merger is legally effective upon registration of the addendum to the Articles of Association of the Romanian absorbing company, unless the parties to the merger mutually agree on another date.

Deregistration of transferring entity (outbound merger)

After registration of the merger in the foreign Commercial Register, the competent foreign authority must notify the competent Romanian Trade Registry office with respect to the completion of the cross-border merger. Upon the receipt of such notification, the competent Trade Registry office shall de-register the transferring company from its records.