In Romanian corporate law, (division or demerger) is the process by which a company is split into two or more separate entities. This is a complex legal procedure typically used for restructuring, succession planning, or separating business lines. Types of Division There are two primary ways a company can undergo divizarea :
: Once approved, the new entities are registered, and the original company is either modified (partial) or deleted from the register (total). Key Considerations
: The original company continues to exist. Only a portion of its assets and liabilities are detached and transferred to one or more existing or new companies. Step-by-Step Procedure Divizarea
: Creditors generally have a 30-day window to oppose the division if they believe it jeopardizes their claims.
The process is strictly regulated and involves several key stages: In Romanian corporate law, (division or demerger) is
: After the opposition period, the general meeting of shareholders for each participating company must officially approve the division.
: The management of the companies involved must draw up a "Proiect de Divizare." This document details the asset distribution, the exchange ratio of shares, and the date from which transactions are attributed to the new entities. Key Considerations : The original company continues to
: Precise documentation is required to show exactly which assets and liabilities move to which entity to avoid future legal disputes.