Corporate & Commercial Law for Investors
Entity setup, JV structuring, shareholder protection, and contract architecture designed for foreign and Romanian investors entering energy, defense, and industrial projects.
Delivered jointly by MHG Consulting and Grigorescu & Partners — executive-level advisory.
JV & Shareholder Docs
Drag-along / tag-along / governance protections aligned with EU investors.
What you get
We don’t just register a company. We make sure the structure, governance, and contracts are finance-ready and acceptable to banks, partners, and authorities.
SPVs & Holding vehicles
LLC / JSC setups, local director mandates, Ro. & EU corporate compliance.
Clear decision-making
Shareholder agreements, BoD mandates, PoAs, reserved matters listing.
Robust contracts
EPC, O&M, supply, services, NDAs — all with liability & termination logic.
DD-ready content
All docs packaged and ready for diligence, audits, or bank onboarding.
Corporate & Commercial services
Built around real projects: energy SPVs, defense suppliers, industrial and EU-funded implementations.
- LLC/JSC formation for investment vehicles or project-based entities.
- AoA, internal regulations, and decision templates (GA, BoD).
- Capital increases, director appointments, registered office.
- Reorganizations, mergers, drop-downs, or clean-up before sale.
- Entry/exit rules, put/call mechanics, vesting, drag/tag.
- Profit distribution & waterfall adapted to investors’ IRR.
- Reserved matters, veto rights, information & audit rights.
- Cross-border shareholding aligned with EU/NATO origin rules.
- Contract templates for recurring cooperation with Romanian partners.
- Liability, LDs, performance guarantees, EoT, termination for cause.
- Back-to-back clauses with main contract or public tender.
- GDPR / competition-safe clauses for distributors or agents.
- Trade Registry operations, UBO filings, LEI, NBR & ANAF registrations.
- Competition-safe distribution networks.
- Coordination with local notaries and banks for opening/CPs.
- Alignment with EU rules for energy/defense suppliers.
How we work
A short, predictable flow that foreign investors understand.
1. Brief & document review
We read your SPA/MoU/tender to understand stakeholders, deadlines, and risk appetite.
2. Structure & roles
We map SPV, shareholders, PoAs, bank CPs, and authority filings.
3. Draft & negotiation
We produce business-English docs with Romanian law references.
4. Signing & follow-up
We coordinate notary, registry, bank, and — if needed — ANAF/ANRE/ONRC.
Ready to register, restructure or sign?
Send us the context and we’ll propose the shortest, compliant path — plus the documents we need from you.
