Friday, 16 October 2026
Romania has introduced updated regulations governing the review and approval of corporate mergers and acquisitions, bringing changes to administrative procedures that may affect transactions across the country’s investment and property markets. The revised framework entered into force on 1 October 2026, replacing rules established in 2017 and introducing clearer requirements for companies seeking regulatory approval.
The new regulation, adopted through Competition Council President’s Order No. 2,192/2026, retains the principal system for notifying and assessing transactions that fall within Romania’s merger control requirements. However, it introduces several procedural adjustments intended to clarify the responsibilities of businesses and regulators during the approval process. Some provisions also bring the secondary legislation into line with requirements already contained in Competition Law No. 21/1996.
One significant change concerns transactions that receive permission to proceed with certain implementation measures before final merger clearance. The Competition Council now has an expressly defined right to withdraw such permission if it was granted using inaccurate, incomplete or misleading information. Approval may also be withdrawn when companies fail to comply with conditions attached to the original decision. This makes the accuracy of transaction documentation particularly important when businesses request exceptions to the normal restrictions on completing a deal before authorisation.
The regulation also establishes a maximum response period of 15 days for information requests issued by competition inspectors during merger investigations. Such requests may be directed not only to the companies involved in a transaction but also to business associations, public institutions and individuals holding relevant information. The previous regulation did not specify an equivalent maximum period, leaving greater uncertainty over the time available to respond.
Additional provisions address transactions that require examination under both competition legislation and Romania’s national security investment screening system. Where the Foreign Direct Investment Review Commission, known as CEISD, rejects a transaction, the Competition Council must notify the parties within ten days of receiving that decision. Such a rejection results in the termination of the merger approval procedure.
Where the national security assessment concludes that a transaction does not present a relevant security risk, the Competition Council must inform the parties within seven days of receiving the commission’s communication that its merger review procedure will resume. These provisions provide greater clarity on the interaction between the two regulatory processes, particularly for transactions involving investors or activities subject to additional scrutiny.
Another important amendment concerns the period available for issuing the reasoning and communicating merger decisions. The new regulation establishes a maximum of 15 days following deliberation, replacing the 120-day period contained in the previous secondary legislation. The change aligns the regulation with provisions already established under Romania’s Competition Law and should provide greater clarity over the final administrative stages of merger proceedings.
For the commercial real estate sector, the amendments may be relevant to acquisitions involving property companies, development businesses, investment platforms and other corporate structures that meet the applicable merger notification thresholds. Transactions involving the direct purchase of individual properties do not automatically fall within merger control requirements, making the legal structure and economic substance of each acquisition important when determining whether regulatory clearance is necessary.
The changes do not remove the requirement for qualifying transactions to undergo competition assessment, nor do they eliminate the possibility of separate national security screening. Instead, they clarify certain procedural obligations and communication deadlines that can influence transaction planning. Investors and advisers will need to account for these requirements when preparing acquisition agreements, establishing completion conditions and assessing regulatory risks.
Romania’s revised merger framework therefore represents an administrative update rather than a fundamental change to the country’s competition approval system. Its practical significance lies in clearer communication requirements, defined response periods and the regulator’s ability to reconsider permissions granted before final approval. For companies planning acquisitions, careful preparation of regulatory submissions and coordination between competition and investment screening procedures will remain essential.
Source: Deloitte
