Saturday, 18 April 2026
While Romania’s investment framework is evolving, the execution of transactions continues to reveal a range of legal and operational risks that foreign investors must carefully navigate. Based on extensive deal experience, Silviu Stratulat, Managing Partner at Stratulat Albulescu Attorneys highlights recurring issues that frequently emerge during due diligence and post-acquisition integration.
Tax exposure remains one of the most common findings in transaction processes. Issues related to transfer pricing, employee incentives and their potential reclassification often create unexpected liabilities. Although tax due diligence is typically conducted by specialised advisors, its outcomes significantly influence deal structure and pricing.
Employment-related risks also feature prominently. Companies may rely on service agreements or other arrangements that, under Romanian law, risk being reclassified as employment relationships. Such requalification can trigger substantial financial consequences, including back taxes and penalties.
In industrial and operational assets, environmental compliance is a recurring concern, particularly for legacy sites. Fire safety regulations represent another critical area, where non-compliance or incomplete permitting can expose investors not only to financial risk but also to potential criminal liability in extreme cases.
Data protection compliance continues to be underestimated, despite the direct applicability of GDPR. Many companies, particularly in business-to-business sectors, fail to fully align their operations with data protection requirements, including the handling of employee data. This creates exposure to significant fines, calculated as a percentage of turnover.
In real estate transactions, Romania presents a distinct set of challenges compared to other EU markets. Title risks remain relatively common, reflecting historical restitution claims and ongoing cadastral inconsistencies. Overlapping land records and documentation gaps can complicate acquisitions, making title insurance a more frequent requirement than in other jurisdictions.
Beyond due diligence, post-transaction integration introduces additional complexities. Regulatory approvals and permit transfers must be carefully managed, particularly in cases involving change of control. Contractual provisions in financing agreements and supplier contracts may also impose restrictions, requiring lender consent or renegotiation.
Operational integration can present less visible but equally significant challenges. Rapid implementation of new governance structures or compliance systems can disrupt existing organisations, affecting employee retention and performance. Managing cultural alignment is therefore a key factor in successful integration.
Looking ahead, several regulatory developments are expected to shape Romania’s investment environment. European digital legislation, including the AI Act, Data Act and cybersecurity frameworks, will introduce new compliance layers for businesses. At the same time, the energy transition, particularly in renewables, offshore wind and emerging technologies, will create both opportunities and regulatory complexity.
Fiscal policy remains a central variable. Future changes in taxation, alongside broader EU harmonisation initiatives, will influence investment decisions across sectors. Infrastructure development, supported by EU funding, is also expected to play a significant role, provided that implementation remains consistent and predictable.
Further reforms in insolvency and restructuring are anticipated, with potential to improve investor confidence, particularly in higher-risk or capital-intensive sectors.
From a structural perspective, Romania still has room to strengthen its investment ecosystem. Stratulat points to Poland as a relevant benchmark, particularly in areas such as investment fund structures, tax incentives and corporate governance flexibility. Encouraging the development of locally domiciled funds and expanding institutional capital could support broader market growth.
In the current market context, a more cautious economic sentiment has created what may be a favourable entry point for investors. While consumption and overall confidence have moderated, this environment may offer opportunities to deploy capital at more attractive valuations.
Stratulat remains optimistic about Romania’s medium-term outlook, citing its strategic location and growth potential. Sectors such as infrastructure, construction, food production and technology are expected to see increased activity, supported by both domestic demand and regional developments.
With expectations of stronger growth beginning from 2027, the current period may represent a window of opportunity for investors willing to navigate the complexities of the market.
Part 1 (Romania Eases FDI Framework as It Positions for a New Investment Cycle)
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