ROMANIA Law and Practice Contributed by: Ileana Glodeanu, Andreea Cărare, George Ghitu and Delia Dumitrescu, Wolf Theiss
in complex shareholding structures and in companies with foreign investors. In April 2025, new regulations allowed Romanian Pillar III pension funds (voluntary private pension funds) to invest up to 10% of their portfolios in private equity funds domiciled in Romania, the EU or OECD jurisdic - tions. While the uptake remains in the early stages, this development may unlock a new pool of domestic capital for private equity funds operating in or target - ing Romania. A broader impact is anticipated if simi - lar rules are extended to Pillar II (mandatory) pension funds, which have significantly larger amounts of assets under management. Last but not least, Romania’s accession to the Schen - gen Area has added to its attractiveness, particularly in logistics and infrastructure-driven assets. Taken together with the aforementioned legal reforms, Romania now offers an increasingly sophisticated investor-aligned legal environment for private equity activity. On the other hand, Romania has implemented certain fiscal-budgetary measures that affect both deal struc - turing and ongoing operations of portfolio companies, such as: • an increase in the tax rate related to dividends distribution from 8% to 10%, recently further increased to 16%; • removal of tax exemptions for workers in IT, con - struction, agriculture and the food industry; • reintroduction of the tax on special construc - tions, which was previously applicable in Romania between 2014 and 2016; and • a reduction of the threshold for the application of the simplified micro-enterprise tax regime from EUR500,000 to EUR250,000 on 1 January 2025, to be further reduced to EUR100,000 from 1 January 2026. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues In Romania, there are no specific regulators for M&A transactions or pertaining to private equity funds.
Nevertheless, in order to ensure well-balanced com - petition in the market, deals involving companies with turnovers exceeding certain thresholds are subject to clearance by the Romanian Competition Council. In principle, a transaction that requires the approval of the Romanian Competition Council cannot be imple - mented until clearance is obtained. Turnover is assessed in relation to the financial year preceding the one when the transaction was carried out. The current cumulative thresholds for merger fil - ings are as follows: • a worldwide aggregated turnover of EUR10 million, or its equivalent in Romanian leu (RON), generated by the undertakings concerned; and • a turnover of EUR4 million, or its equivalent in RON, generated in Romania by at least two of the undertakings concerned. International deals that have effects in Romania must be notified if the foregoing turnover thresholds are met. Distinct from the clearance of the Romanian Com - petition Council, Romanian legislation provides that the Romanian FDI Screening Commission must be notified if the transaction involves concentrations or change of control over companies or assets in cer - tain strategic sectors that may pose a risk to national security, such as: • citizens’ and communities’ security; • border security; • energy security; • transport security; • supply systems for the security of vital resources; • critical infrastructure security; • the security of information and communication systems; • the security of financial, tax, banking and insurance activities; • the production and distribution of weapons, ammu - nition, explosives and toxic substances; • industrial security; • protection against disasters; • protection of agriculture and the environment; and
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