ROMANIA Law and Practice Contributed by: Lucian Bondoc, Bogdan Bunrau and Diana Ispas, Bondoc si Asociatii
salary guaranteed in payment at national level (GD 35/2025); • the Law on health and safety at work (Law 319/2006); and • Government Decision No 1425/2006 on the meth - odological norms for the enforcement of the Law on health and safety at work. 2.6 National Security Review Mergers and acquisitions that qualify as foreign direct investments (FDI) or EU investments (which also include investments made by Romanian citizens) and meet the relevant criteria under the FDI Romanian legislation are subject to a national security review conducted by the CEISD. The definitions of foreign direct investment and EU investment are broad. If an FDI or EU investment meets the relevant merger control thresholds, the relevant parties should notify both the CEISD and the Romanian Competition Coun - cil. Transactions below the relevant merger control thresholds might still be subject to the CEISD’s scru - tiny, depending on their characteristics. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments M&A-related litigation is not common in Romania as many investors prefer arbitration and discretion when resolving disputes. Rules on Security Review and Foreign Direct Investments Amendments to FDI legislation, from the end of 2024, clarify that investments made by Romanian citizens will be subject to security screening by CEISD. Furthermore, these amendments stipulate that any natural person holding multiple citizenships, where at least one is from a non-EU country, will be classified as a foreign investor if they have either made, or intend to make, a foreign direct investment in Romania. The Romanian FDI legal framework remains dynamic and is expected to continue evolving, with further leg - islative amendments anticipated in the near future.
The upcoming changes appear to further extend the scope of investments subject to screening by expressly including investments involving the acqui - sition of assets of any kind in sensitive sectors, such as critical and advanced technologies, critical infra - structure, the pharmaceutical sector, the defense sec - tor and the defense industry, among others. In addi - tion, the anticipated legislative amendments include increasing the notification threshold from EUR2 million to EUR5 million, as well as reducing the filing fee from EUR10,000 to EUR5,000. Trade Registry Law/Amendments to the Companies Law Recently, as part of the government’s bid to increase the tax collection, the Companies Law was amend - ed through the enactment of Law 239/2025, which entered into force on 15 December 2025, and has created new requirements for the transfer of control - ling stakes in limited liability companies (LLCs), meant to address the issue of LLCs with outstanding tax liabilities upon the change of control (by the creation of security over such debt by the seller or the LLC itself), resulting in all transfers of controlling stakes over LLCs are now subject to such scrutiny. Additionally, new share capital requirements for LLCs, linking minimum share capital to their net turnover, and stricter provisions regarding net assets’ value discipline, conditioning distributions to shareholders or reimbursement of shareholder loans to the obser- vance of the minimal net assets value of half of the share capital, were enacted by Law 239/2025. Public M&A On the public M&A side, the relevant core capital markets legislation, namely Law 24/2017 on issuers of financial instruments and market operations (the “Issuers’ Law”) was recently subject to a number of amendments, namely (i) via the Emergency Ordi - nance 71/2024 (EGO 71); (ii) Law 11/2025 (Law 11); (iii) Law 238/2025 (Law 238), the latter introducing new rules related to disclosure under the European Single Access Point (ESAP)The amendments under Law 11 are quite substantial as they aim to strengthen the Romanian capital markets by ensuring that the leg - islation is further aligned with EU directives, in par - ticular with the Directive (EU) 2022/2464 regarding
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