Legal Services
Corporate Law & Governance
Comprehensive legal support for structuring, managing and growing companies — from incorporation through complex transactions and reorganisation.
Key facts
- LLC, JSC, branches incorporation
- Shareholders agreements — negotiation & drafting
- Pre/post-transaction corporate restructuring
- Ongoing legal advisory (retainer)
The right legal structure is the foundation of your business
Corporate decisions made without proper legal advice create vulnerabilities that tend to surface at the most critical moments — a shareholder dispute, a tax audit, or a sale transaction.
Boian, Gaina & Associates SPARL provides pragmatic corporate legal advisory, tailored to real business needs. We understand that every corporate structure is unique and that off-the-shelf solutions do not work in complex situations.
We work with both Romanian entrepreneurs and growing companies, and with subsidiaries of international groups operating in Romania — providing legal continuity throughout the business lifecycle.
“The wrong corporate structure is invisible in good times. It shows up precisely when you have the least time to fix it.”
Boian, Gaina & Associates SPARL
Services
What we cover
Company formation & structuring
Selecting the optimal legal form (LLC, JSC, branch, representative office), drafting constitutional documents, ONRC registration and obtaining required authorisations.
Corporate governance
Structuring administrative bodies (Board of Directors, Executive Committee, Censors), internal regulations, voting procedures and GMS resolutions, compliance with reporting and transparency requirements.
Shareholders agreements (SHA)
Drafting and negotiating shareholders agreements — tag-along, drag-along, pre-emption, anti-dilution clauses, exit mechanisms. Protecting minority and investor interests.
Corporate restructuring & reorganisation
Mergers, demergers, legal form conversions, share transfers, capital increases and reductions — including coordination of tax aspects.
Ongoing legal advisory (retainer)
Outsourced legal services — dedicated monthly assistance for day-to-day decisions, contracts, legal correspondence, authority representation.
Corporate compliance
Review and update of corporate documents, AML compliance, beneficial ownership register, internal compliance policies, preparation for audit or due diligence.
Why Boian, Gaina & Associates
Pragmatic, business-oriented approach
We do not just provide the theoretical legal solution. We understand the economic context and propose structures that work in practice.
Long-term legal continuity
We work with clients on retainer — we know the company, its history, and can anticipate issues before they arise.
Integrated M&A expertise
Corporate advisory is aligned with our M&A practice — a valuable perspective if there are plans for growth through acquisitions or an exit.
Full cost transparency
Clear fee structures — fixed, monthly (retainer) or project-based. No surprises at the end of the mandate.
Frequently Asked Questions
- Q
What legal form is right for my business?
It depends on your business objectives, number of shareholders, financing plans and preferred tax regime. An LLC is the most common form, but for structures with investors or for liberal professions there are often better alternatives. We analyse the specific situation and recommend the optimal form.
- Q
Do I need a shareholders agreement if I already have articles of association?
Yes, in most cases. The articles of association are a public document with standard content. A shareholders agreement is confidential and can regulate much more detailed matters — veto rights, exit mechanisms, non-competition obligations, deadlock procedures. It is the document that truly matters in the relationship between shareholders.
- Q
How long does company registration at ONRC take?
The standard procedure takes 3-5 business days via the online portal. If special authorisations or notarial authentication are required, the timeline may be longer. We assist with full preparation of the file to avoid rejections.
- Q
What is a "beneficial owner" and what are my obligations?
Anti-money laundering legislation requires registration of beneficial owners (natural persons who ultimately own or control the company) with ONRC. Non-compliance is subject to fines. We assist in identifying beneficial owners and filing the required declarations.
Looking to structure your company correctly or review your corporate documents?
A free initial assessment helps us quickly identify what is in order and what needs attention.