Best Investment & Business Structuring Lawyers in Timișoara

1. About Investment & Business Structuring Law in Timișoara, Romania

Timișoara is a key western Romania hub for startups, manufacturing, IT, and services. Investment and business structuring law here follows national Romanian statutes and EU influences. Most foreign and local investors choose structures such as SRL (limited liability) or SA (joint stock) to organize ownership and governance, while planning for cross-border operations or future mergers.

In practice, structuring a business in Timișoara involves corporate formation with the National Trade Register Office, governance arrangements, transfer of shares, capital increases, and intercompany transactions. You will also navigate cross-border investments, transfer pricing, and local real estate or permitting issues when establishing offices or production sites. Local counsel helps align your structure with both Romanian law and practical, region-specific requirements.

Key legal foundations you should know include the Civil Code and the Law on commercial companies, which establish contract, obligation, and corporate governance rules, as well as ongoing updates from national authorities and EU guidelines. For official texts, see the Romanian legislation portal and government resources referenced in this guide.

Romania relies on a consolidated framework for corporate formation, capital structures and governance, codified in primary statutes and implemented through registration at ONRC.

Citations: Official law texts are published on legislatie.just.ro, and company registrations are handled by the National Trade Register Office at ONRC.

2. Why You May Need a Lawyer

Engaging a lawyer in Timisoara is essential to avoid costly missteps and to tailor a structure to your goals. Below are concrete scenarios grounded in local practice.

• Starting a local SRL for a tech startup. You need a lawyer to draft and notarize the Articles of Association, determine the share structure, and ensure the registered office meets regulatory requirements. They will also handle name availability checks with ONRC and coordinate the registration process.
• Acquiring or merging with a Timisoara-based company. A lawyer conducts due diligence on corporate records, contracts, and potential liabilities, then drafts merger or acquisition agreements and coordinate post-deal reorganization with the ONRC and tax authorities.
• Structuring a cross-border investment into a Timisoara operation. Legal counsel designs a holding or intermediary structure, ensures transfer pricing compliance, and aligns cross-border contracts with Romanian law and EU directives.
• Real estate transactions for office or production space. You need due diligence on title, permits, zoning, building certificates, and lease or purchase contracts that protect your investment and avoid title disputes.
• Post-transaction governance and compliance changes. A lawyer helps implement new governance rules, update register entries, and prepare board resolutions and shareholder decisions for ONRC filings.
• Tax optimization and reporting for a growing business. A legal professional collaborates with tax advisers to align corporate structure with the Fiscal Code and to prepare for VAT registrations and annual financial reporting.

3. Local Laws Overview

Two to three core statutes shape Investment & Business Structuring in Romania, including in Timișoara, with the Civil Code and commercial company law at the center of governance and contracts. The Fiscal Code governs taxes and financial reporting, influencing how structures are taxed. Always consult the consolidated text of these laws on official portals for current provisions and amendments.

• Law on commercial companies (Law No. 31/1990), governing formation, shareholding, governance, and dissolution of commercial entities. The consolidated text is maintained online for accessibility to investors and practitioners. Official portal
• Civil Code (Law No. 287/2009), regulating civil contracts, obligations, property, and corporate acts essential to structuring deals and intercompany relationships. Effective consolidation and updates are available via the official legislation portal. Official portal
• Fiscal Code (Law No. 227/2015), directing tax treatment, corporate taxation, VAT, and reporting obligations for Romanian entities. In force since 2016, with subsequent amendments and guidance published by fiscal authorities. Official portal

Recent trends include ongoing updates to company governance provisions and alignment of cross-border tax rules with EU standards. For practical application, always check the current consolidated texts and official notices that accompany these laws.

Romania publishes official amendments and guidance through the Monitorul Oficial and the portals cited above, ensuring investors stay compliant during restructurings.

4. Frequently Asked Questions

What is the difference between SRL and SA in Romania?

An SRL is a limited liability company with lower minimum capital and simpler governance, while an SA is a joint-stock company suited for larger equity, more complex governance, and potential public offerings. The choice affects liability, share transfer rules, and administrative requirements.

How do I start a company in Timisoara?

Begin with a name reservation at ONRC, prepare Articles of Association, and gather corporate documents. Your lawyer coordinates notarization and ONRC submission, which typically takes several business days to a few weeks depending on complexity.

When does the company registration process typically finish?

For a straightforward SRL, registration can take 5-10 working days after documents are complete. More complex reorganizations or capital increases may extend to 2-4 weeks.

Where can I find the official text of Law No. 31/1990?

The official consolidated text is published on legislatie.just.ro, which hosts updated versions and amendments for commercial companies. It is the primary source for regulatory language.

Why might I need a local lawyer for cross-border investments?

A local lawyer helps ensure compliance with Romanian and EU rules, coordinates with ONRC and tax authorities, and structures cross-border agreements to minimize disputes and tax exposure.

Can I issue a power of attorney for corporate decisions in Timisoara?

Yes, a power of attorney can authorize corporate actions, but it should be carefully drafted to specify scope, duration, and any required notarization or consular legalization for foreign parties.

Do I need a minimum share capital for an SRL?

Historically, SRLs can be formed with a very low capital in Romania, commonly starting at 200 RON in many cases. Your lawyer will confirm current thresholds based on your chosen structure and activities.

How long does it take to complete an M&A in Timisoara?

Timing depends on due diligence scope and regulatory approvals. A clean, local transaction with standard disclosures often completes in 6-12 weeks, whereas complex cross-border deals may take several months.

Do I need to publish financial statements in Romania?

Most Romanian entities must prepare annual financial statements and may file them with authorities or publish in official registers, depending on their corporate form and size. Your accountant and legal counsel can confirm requirements for your structure.

What is the role of the National Trade Register Office in structuring?

ONRC handles company registration, changes to ownership, capital increases, mergers, and dissolution filings. It is the primary channel for formalizing structural decisions.

Is there a difference between internal governance documents and statutory documents?

Yes, internal documents (board resolutions, policies) guide day-to-day management, while statutory documents (Articles of Association, capital registrations) are legally required and filed with ONRC.

How do I compare an SRL holding structure versus a simple operating entity?

A holding structure centralizes ownership and potentially optimizes tax or liability management, but adds governance complexity. A simple operating SRL is easier to manage and often sufficient for single projects.

5. Additional Resources

Leverage official resources for authoritative guidance and procedural steps:

• National Trade Register Office (ONRC) - Handles company formation, changes in ownership, merger filings, and annual reporting. ONRC
• Legislatie Just - Official portal with current consolidated texts of Romanian laws including the Civil Code, commercial company law, and the Fiscal Code. Legislatie Just
• ANAF - National Authority for Fiscal Administration; provides guidelines on taxes, VAT, corporate obligations, and deadlines for Romanian entities. ANAF

6. Next Steps

1. Define your investment and ownership structure, including preferred entity type (SRL, SA) and cross-border considerations. Create a brief memo outlining business goals, cap table, and planned governance.
2. Identify a Timisoara-based corporate lawyer with experience in structuring and M&A, and arrange an initial consultation to map milestones and fees.
3. Gather essential documents for ONRC filing, such as proposed company name, capital plan, draft Articles of Association, and director information. Prepare translations if needed for foreign parties.
4. Draft key governance and transactional documents with your lawyer, including Articles of Association, share certificates, and a board/resolution framework for future actions.
5. Submit registration or restructuring filings to ONRC, coordinating with notaries and, if applicable, the tax authority. Monitor timelines and respond to requests for additional information promptly.
6. Register for taxes and VAT with ANAF if required, and ensure compliance with the Fiscal Code for ongoing corporate reporting and payments.
7. Establish an ongoing compliance plan, including periodic governance reviews, annual financial statements, and timely updates to the register for any changes in ownership or structure.