In brief
- From 1 October 2026 the Competition Council replaces the regulation under which mergers and acquisitions of companies are notified, and the biggest change is a deadline cut eightfold. The decision the authority takes in a concentration case had to be reasoned and served on the parties within 120 days of the deliberation. Article 33(1) of the new regulation shortens the deadline to no more than 15 days. The turnover thresholds that trigger the duty to notify are untouched, and so are the review deadlines of 45 days and 5 months.
- Who is affected. Any company that buys, sells or merges above the thresholds: combined turnover of more than 10,000,000 euro, the equivalent in lei, and at least two of the undertakings concerned with more than 4,000,000 euro each on Romanian territory. Alongside them, competition lawyers, transaction advisers, credit institutions and insurance companies, which have their own rule for calculating turnover, and foreign investors, because the national security filter now runs through the Commission for the Examination of Foreign Direct Investments.
- The figures and the deadlines that count. The notification is filed in two copies, not three, of which a single paper one, carrying a handwritten signature. Confirmation that the filing is valid arrives within 7 days, a request for further information may come up to day 20, and the answer to it is due within no more than 15 days. The decision not to oppose, or the opening of an investigation, within 45 days of the complete notification; the decision at the end of the investigation, within 5 months. The previous regulation, brought into force by Order no. 431/2017, lasted 3,314 days, that is nine years and 27 days.
Published: Official Gazette of Romania, Part I, no. 834 of 1 October 2026, page 16, for the order, and no. 834 bis of 1 October 2026, pages 3-54, for the regulation
In force from: 1 October 2026, on the date of publication, under Article 4 of the order
A procedural regulation is judged by one thing alone: how long it keeps a company in limbo. Here, the interval between the moment the authority decides and the moment the company receives the written decision falls from 120 days to 15. Order of the President of the Competition Council no. 2.192/2026, published in Official Gazette of Romania, Part I, no. 834 of 1 October 2026, implements a new Regulation on concentrations and repeals Order no. 431/2017, which contained the previous one. It comes a day after the same authority rewrote its own rules of organisation and operation, and it rests on the same legal basis: Article 19(4)(e) and Article 26(1) of Competition Law no. 21/1996, plus Article 27(1).
The order has four articles and one page. Article 1 brings the regulation, set out in the annex, into force. Article 2 repeals Order no. 431/2017, published in Official Gazette of Romania, Part I, no. 713 and 713 bis of 4 September 2017. Article 3 gives the specialist departments the task of overseeing implementation, and Article 4 sets the entry into force on the date of publication. The order is signed on 17 September 2026 and published on 1 October, so 14 days passed between signature and effect, and the effect arrived without a single day of grace.
The order approves, its annex regulates. The regulation has 38 articles, seven chapters and three annexes of its own, two of which are the notification forms, while the third is the form by which the parties consent to their confidential information circulating between the European competition authorities. All of it takes up pages 3-54 of Official Gazette of Romania, Part I, no. 834 bis of 1 October 2026, a separate issue, bought at the public relations centre of the Official Gazette of Romania (Monitorul Oficial). The same split existed in 2017 too, when the order appeared in issue no. 713 and the regulation in no. 713 bis.
The underlying mechanism stays the familiar one. An operation above the thresholds in Article 12 of the Competition Law must be notified before it is put into effect and after the agreement has been concluded, the public bid has been announced or the controlling block has been acquired. Until clearance, the buyer may take no step of implementation, and Article 18 of the regulation lists thirteen of them, from exercising voting rights to appoint directors through to dismissing employees, selling assets, changing the name or listing the acquired undertaking on the stock exchange. Anyone who needs to move faster asks for a derogation, on the terms of Article 25.
What is new lies in details that are felt in a real transaction: the number of copies, the moment the company receives the signed paper, the authority’s power to withdraw its own derogation, and which body rules on national security risks.
What it changes in practice
For a company with a transaction under way, the regulation reads like a calendar. The notification is filed on the full form in Annex no. 1 or, if the operation falls into one of the categories in Article 13, on the simplified form in Annex no. 2. Article 7(2) requires two copies: one on paper, with the handwritten signature of the legal representative, and one electronic, in an editable format that can be searched. Proof of payment of the notification fee is attached, under Article 8(2)(c), and its amount is found in the separate regulation on fees, not in this one.
From filing onwards four deadlines run, and the difference between them decides everything. Within 7 days of registration the authority confirms in writing that the notification has been validly filed, under Article 8(3). Up to day 20 from registration it may request further information, and the period it grants the parties for their reply may not exceed 15 days, with the possibility of an extension in duly justified cases, under Article 10(2). The notification becomes effective only on the date the authority receives all the accurate and complete information, and misleading information counts, through Article 10(1), as incomplete information. The review deadlines run from that date, and Article 32(2) calculates them in clear days, counting neither the first day nor the last.
There are three review deadlines. Within 30 days the authority replies by letter if it concludes that the operation falls outside the law altogether, under Article 31. Within 45 days it issues a decision not to oppose or decides to open an investigation, under Articles 21 and 22(1). Within 5 months of the complete notification the investigation ends with a decision of authorisation, of authorisation subject to conditions or of declaring the concentration incompatible, under Article 22(2). If the authority does not decide within those deadlines, Article 23(2) says the operation may go ahead.
Commitments can be offered along that route. Before the effective date of the notification or within two weeks of it, in phase one, under Article 24(1). Within 30 days of the opening of the investigation, with an extension of no more than 15 days for exceptional circumstances, in phase two, under Article 24(4). When the authority is minded to accept them, it publishes a summary of the case and the essential content of the commitments, and interested third parties may send observations.
The largest practical effect comes from the simplified procedure alone. Article 13(1) describes four categories that take, in principle, the short route: joint ventures with no significant activity in Romania, below 4 million euro of turnover and below 4 million euro of transferred assets; operations in which the parties meet on no market, neither horizontally nor vertically; those in which the combined horizontal share is below 20% and the vertical shares are below 30%; and the move from joint control to sole control over the same undertaking. At the end of the short route comes a decision not to oppose within 45 days. Article 14 nevertheless keeps the authority’s right to revert to the full procedure, and paragraph (4) gives examples: already concentrated markets, new markets on which shares cannot be measured, operations bringing together two important innovators, or parties active on closely related neighbouring markets where one of them alone holds at least 30%.
At the end of the procedure, Article 33(1) obliges the authority to give reasons for the decision and to serve it within no more than 15 days of the deliberation. Service is made by hand, by post, by fax or by e-mail with acknowledgement of receipt, and if none of those routes works the decision is published on the internet in a redacted version, together with a notice recording that the procedure has been completed. It can be challenged in administrative litigation before the Bucharest Court of Appeal, within 30 days of service.
What has changed compared with the previous situation
The comparison with the 2017 regulation can be made word by word, because the old text is public and consolidated. The result is clear: the new regulation is not a reform but a reissue with targeted changes. The thresholds are identical, word for word, in Article 1(3) of both texts: 10,000,000 euro of combined turnover and 4,000,000 euro for each of at least two undertakings concerned, on Romanian territory. They also match Article 12 of Competition Law no. 21/1996, which sets them, the regulation merely implementing them. The review deadlines are identical too: 7 days for the confirmation, 20 days for the request for further information, 15 days for the reply, 30 days for the letter, 45 days for the decision not to oppose and 5 months for the decision at the end of the investigation. The categories of the simplified procedure are unchanged as well, with the same shares of 20% and 30% and the same threshold of 4 million euro for joint ventures, as are the three annexes.
What has actually changed, in order of importance for someone in the middle of a transaction:
The deadline for giving reasons and serving the decision falls from 120 days to 15. Article 34(1) of the 2017 regulation gave the authority 120 days from the deliberation to give reasons for the decision and serve it. Article 33(1) of the new one gives it no more than 15 days. Paragraphs (2) and (3), entirely new, describe the routes of service and provide for publication on the internet as a fallback when no route works. The deadline of 30 days for a challenge in the administrative courts existed in 2017 as well, in the same paragraph.
The file is submitted in two copies, not three. Article 7(2) of the 2017 text required three copies, two of them in writing, one being the original, plus one electronic. The new text requires one paper copy, with a handwritten signature, and one electronic. For a concentration file, in which the attached documents are measured in thousands of pages, the difference is between two and three printed sets.
The national security filter moves from the Supreme Council of National Defence to the Commission for the Examination of Foreign Direct Investments. In 2017, Articles 30 and 31 described a mechanism built around the Secretariat of the Supreme Council of National Defence and around its Decision no. 73 of 27 September 2012. The new Article 30 gathers the two articles into one and puts in their place the commission that examines foreign direct investments: the review deadlines are suspended from the date the commission notifies in writing that the operation is liable to present risks and that it is opening a detailed examination, and the suspension ends on the date the commission notifies its opinion. On a negative opinion, the procedure before the competition authority ends and the parties are informed within 10 days. If the operation presents no risks, the procedure resumes and the notice arrives within 7 days. What disappears is the duty in Article 30(6) of the 2017 text: the parties to an operation that did not reach the thresholds but could be examined from a national security standpoint had to send the competition authority a letter with the basic data of the transaction.
The derogation becomes revocable. Article 25(5) and (6) add two rules that did not exist: the derogation decision does not prejudge the later assessment of compatibility, and the authority may revoke the derogation if it finds that it was obtained on incomplete, inaccurate or misleading information, or if the parties fail to observe the conditions imposed. The application for a derogation now also carries an explicit list of six categories of information and documents, with financial indicators to show the harm caused by suspending the transaction, and the authority confirms within 7 days that the application has been validly filed.
Interim measures close themselves. Article 26(3) says, for the first time, that interim measures lapse by operation of law on the date the decision on the compatibility of the concentration is issued. The old text spoke only of a fixed duration, which could be renewed.
Requests for information get a ceiling. Article 28(1) requires competition inspectors to set a reasonable period, „no longer than 15 days”, for supplying the information. Until 1 October 2026 the reasonable period had no written ceiling. The list of addressees widens to include „any natural person holding information that may be relevant for the application of the law”, and the reference to penalties is corrected from Article 55 to Article 59 of the law.
Two pieces of explanatory text disappear. Article 3 of the 2017 regulation was headed „Exceptări”, exemptions, and reproduced the four situations in Article 10 of the law in which an acquisition of control is not a concentration: control exercised by a liquidator or by a person appointed in insolvency or enforcement proceedings; securities held temporarily by credit institutions, financial institutions or insurance companies that bought them in order to resell them, with a duty to dispose of them within one year and the possibility of an extension on request; companies whose sole activity is acquiring and managing holdings, without involvement in management; and the restructuring or reorganisation of a group’s own activities inside the group. In the new regulation, Article 3 keeps only the part about the rights attaching to the holdings acquired, and the four exemptions remain in the law alone. The definition of an undertaking in Article 2(1), which pointed to the case law of the European Union, has gone too.
The forms are the same, with one extra question. The text of Annexes nos. 1 and 2 is almost identical to the 2017 version, from the maximum of 500 words for the publishable summary through to the worked examples of the Herfindahl-Hirschman Index. The only substantive change is at point 4.2 of the full form, and at the matching point of the simplified one: the notifying party must now state whether the operation has been or will be notified to the commission that examines foreign direct investments as well, not only to other competition authorities.
Advantages and disadvantages
What it improves
- The deadline for giving reasons and serving the decision falls from 120 days to 15, which cuts by 105 days the maximum interval between the complete notification and the moment the company holds the act it can challenge or show to a bank.
- Service of the decision now has routes written into the regulation and a fallback, publication on the internet, so a party that is hard to reach can no longer hold the procedure in suspense.
- One printed copy fewer for a file that can run past a thousand pages, plus the explicit requirement that the electronic copy be editable and searchable, which helps the authority and the parties alike.
- The derogation from the prohibition on implementation becomes an act with clear rules: a list of documents, confirmation within 7 days, revocation in the event of false information or breach of the conditions. Until now, revocation was written nowhere.
- Interim measures lapse by operation of law on the date of the compatibility decision, so they can no longer outlive the purpose for which they were taken.
- The thresholds and the review deadlines are unchanged, so no transaction in preparation suddenly falls inside or outside the scope of control and no negotiated closing calendar collapses.
What remains a problem
- There is no transitional provision for notifications filed before 1 October 2026 and not yet decided. Article 36 covers only new steps within an investigation opened earlier, exactly like Article 37 of the 2017 text, which it reproduces word for word.
- The four exemptions in Article 10 of the law are no longer explained in the regulation. A buyer holding shares temporarily in order to resell them has to look in the law for the one-year deadline and the extension mechanism, which until now sat in Article 3.
- The simplified procedure stays at the 2017 thresholds, while the European Commission widened in 2023 the categories that qualify for the short route and introduced flexibility clauses. An operation with a combined horizontal share of 22% can reach the simplified route in Brussels, on request, but goes down the full route in Bucharest.
- The notification fee does not appear in the regulation, neither as an amount nor as a method of calculation. Anyone preparing a file has to open a second act for a figure without which the notification is not complete.
- The normative text is in a separate issue of the Official Gazette of Romania, bought over the counter, while the one-page order that approves it appears in the ordinary issue. The regulation entered into force on the day of publication, without a single day to adjust.
- Three internal references were left out of step after the text was moved, including one that, read literally, contradicts the first sentence of the same paragraph.
Practical advice
- If you have a notification filed before 1 October 2026 and not yet decided, ask the competition authority in writing to confirm which form applies and how many copies are needed. The new regulation says nothing about pending files, and Article 7(2) has changed.
- Do not confuse the confirmation within 7 days with the start of the deadlines. Article 8(3) says only that the notification has been validly filed, and Article 10(2) allows the authority to request further information up to day 20. The deadlines of 45 days and 5 months run from the date the notification becomes effective, not from filing.
- Ask for the prior consultations and use them seriously. Articles 6(2) and 15(1) recommend holding them at least two weeks before filing, with the information sent at least 5 days before the meeting. That is where it is settled whether the operation catches the simplified route, and a wrong market definition takes you out of it.
- Set out in the notification every plausible alternative definition of the relevant market. Article 14(1) places that responsibility on the notifying party, and Article 14(2) says that if defining the market or measuring the shares is difficult, the authority does not apply the simplified procedure.
- Write the 500-word summary from point 1.2 of the form as a text meant for the public, not as a technical extract. It is published on the authority’s website on the date of notification and will be the first thing competitors, customers and journalists read.
- Mark the confidential information from the start and file the non-confidential version. Article 35(5) provides that if you fail to meet that requirement, the authority will treat the documents as containing no confidential information.
- If the transaction cannot wait for clearance, build the application for a derogation on Article 25(3): financial indicators showing the harm caused by suspension, not commercial arguments. And bear in mind that the derogation can be revoked, so the information you base it on has to stand up to checking.
- Check separately whether the operation also falls within the foreign direct investment filter. Point 4.2 of the form requires you to declare this, and a detailed examination opened by that commission suspends the competition authority’s deadlines, so the closing calendar has to allow for the pause.
- Implement nothing from the list in Article 18 before clearance, not even a change of name or a vote to appoint a director. Article 27 allows the authority to require the dissolution of the resulting entity and the disposal of the shares or assets acquired.
- Put the 30 days for a challenge in the calendar, counted from service of the decision, and check the date of service, not the date of the deliberation. With the new 15-day deadline the decision arrives much faster, so the window for a challenge opens much faster as well.
Frequently asked questions
Have the thresholds above which a merger must be notified changed?
How long does it take, at worst, from notification to the written decision?
What happens to a notification filed before 1 October 2026?
Are the deadlines counted in calendar days or working days?
Which operations catch the simplified procedure?
If the authority does not reply in time, can the transaction go ahead?
How much does the notification cost?
What changes for foreign investors?
Do banks and insurers calculate their turnover differently?
Errors and inconsistencies in the published text
- Article 29(8), the reference to paragraph (5). The first sentence of the paragraph says that a copy of the investigation report is sent to the parties under investigation, with a period of at least 30 days for observations. The second sentence says that „persoanelor a căror audiere a fost admisă potrivit prevederilor alin. (5)”, the persons whose hearing has been allowed under the paragraph cited there, receive the report only on request and only if the authority considers it useful. But paragraph (5) is precisely the one governing the observations and the hearing of the investigated parties, while the allowing of a hearing for third parties sits in paragraph (6). Read literally, the two sentences contradict each other inside the same paragraph: the same undertakings receive the report once as of right and once only on request. In the 2017 regulation, where the same text sat in paragraph (6), the reference to paragraph (5) was correct, because there paragraph (5) was the one about hearing third parties. The renumbering moved the text but not the reference.
- Article 19(3). The paragraph says that the authority „poate acționa potrivit prevederilor alin. (1)”, may act under the paragraph cited there, also where it finds that a concentration has been implemented in breach of a condition imposed by a decision of authorisation subject to conditions. Until now, the same sentence sat in Article 27(2), where paragraph (1) meant the measures for dissolving the concentration and restoring the earlier situation. Moved to Article 19, the reference to paragraph (1) comes to mean the assessment of coordination of competitive behaviour under Article 5(1) to (3) of the law and under Article 101 of the Treaty on the Functioning of the European Union. The two readings lead to different consequences: a structural measure on the one hand, and an antitrust analysis, with its penalties, on the other. The situation is in any event covered by Article 27(1), which already lists the breach of a condition.
- Article 13(1), footnote 1. The footnote explains that the four categories apply alternatively, not cumulatively, and states that „o concentrare economică notificată care îndeplinește toate criteriile din oricare dintre categoriile prevăzute la art. 10 din lege va fi, în principiu, eligibilă pentru procedura simplificată”, a notified concentration meeting all the criteria of any of the categories set out in the article of the law cited there will, in principle, qualify for the simplified procedure. Article 10 of the law, however, lists the four situations in which an acquisition of control is not a concentration, that is operations that are not notified at all, and contains no category qualifying for the simplified procedure. The matching footnote in 2017 referred correctly to „art. 13 alin. (1) lit. a), b), c) sau d)”. Since the new regulation also dropped Article 3, the only place where Article 10 of the law was explained, the reader is left with no point of reference in the text.
Editorial analysis
The cut from 120 days to 15 is the best news in this regulation, and it is worth reading at the scale of the whole procedure. Taken at their maximum, the deadlines in the act give a run of 5 months from the effective date of the notification to the decision, that is 153 days for a notification that became effective on 1 March, plus no more than 15 days to service: 168 days in all. Under the 2017 regulation the same run reached 273 days, because the last stage could take 120. The 105 days gained are not an administrative detail: during that interval a company that already had the right to close the transaction did not yet have the reasoned act to challenge, to show a lender or to use in a dispute with the seller.
The less comfortable part appears if the same deadlines are added up in the opposite direction. The authority can open the investigation on day 45. Commitments are filed within 30 days of the opening, with an extension of no more than 15 days, so by day 90 at the latest. The investigation report must be served on the parties at least 30 days before the deadline for observations, so by day 123 at the latest, for the 30 days to fit before day 153. That leaves 33 days in which the authority has to assess the commitments, publish the summary of the case and the essential content of the commitments, collect third-party observations under Article 24(6), write the report and serve it. And after day 123 nothing is left for the hearing, the deliberation and the drafting of the decision, because day 153 is the deadline itself. The arithmetic closes exactly, but with no margin at all, which means that in a file with complex commitments the pressure will fall on the 15-day extension granted to the parties, that is on the only flexible piece in the chain.
The second observation concerns the asymmetry between the deadlines imposed on the addressee and those the authority sets itself. The notifying party has 15 days for further information, 30 days for observations on the report, 30 days for a challenge, two weeks for commitments in phase one. The authority has 7 days to confirm valid filing, 20 days to request further information, 45 days and 5 months for decisions, 15 days for service. One obligation of its own has been left without a figure, and it is exactly the one that starts the clock: Article 10(3) says that the date on which the notification became effective is communicated „fără întârziere”, without delay. Since Article 32(2) ties the running of the periods of 30 and 45 days to the confirmation of effectiveness, an interval the text does not measure remains between the filing of the further information and the start of the review. The confirmation within 7 days under Article 8(3) does not fill the gap, because it says only that the file has been validly filed, not that it is complete, and up to day 20 the authority can overturn even that appearance.
Finally, the comparison with the European Union shows where this reissue stopped. The simplified procedure in Chapter III is, in structure, the transposition of the European Commission’s notice on the subject, and its thresholds, 20% horizontally and 30% vertically, are those from before 2023. The Commission widened then the list of qualifying categories and added flexibility clauses, under which an operation that does not qualify automatically can still be treated as simplified, at the parties’ request. The 2026 regulation takes over neither the new categories nor the flexibility clause, even though Article 1(2) places the Competition Council in all the rights and obligations arising from Regulation (EC) No 139/2004. The result is a gap of three years, installed at the very moment the text was being rewritten.
What should be changed
- A transitional provision for notifications under review. The transitional provision in Article 36 reproduces word for word the 2017 text and covers only new steps within an investigation opened earlier. A sentence saying that notifications registered before 1 October 2026 continue under the regulation they were filed under would spare every pending file a question put to the authority.
- Correction of the three references left behind by the moved text. Article 29(8) must refer to paragraph (6), footnote 1 to Article 13 must refer to Article 13(1)(a) to (d), and Article 19(3) must either be deleted, being already covered by Article 27(1), or rewritten with the reference to the measure it had in mind. These are three one-line changes, and the first of them concerns a procedural right, access to the investigation report.
- A figure in place of the expression „fără întârziere” in Article 10(3). The date on which the notification becomes effective is the single fact from which all the review deadlines run, and communicating it is the only obligation of the authority not measured in days. A deadline of 5 days would close the interval and make the calendar verifiable by both sides.
- Reinstatement of the four exemptions or, at the very least, of the one-year deadline for resale. Article 3 of the 2017 text explained the situations in which an acquisition of control is not a concentration, including the duty of credit institutions to dispose within one year of securities held temporarily, with the possibility of an extension on request. It is the only one of the four that contains a deadline and a procedure, so the only one that needed to be in the procedural regulation and not in the law alone.
- Adoption of the simplified categories added by the European Commission in 2023 and of the flexibility clause. A file with a horizontal overlap of 22% consumes in Bucharest today the same resources as a file with real competition problems. Widening the list would free up review time exactly where Article 14 shows the authority needs it: concentrated markets, new markets, operations between innovators.
- Publication of a consolidated version of the regulation on the authority’s website, from the day it enters into force. The text that decides how a merger is notified entered into force on the day of publication, and its 52 pages are in an issue bought over the counter. Through its own opening article, the regulation addresses undertakings too, not only competition lawyers.
Original text of the legal act
The text below is reproduced in Romanian, the official form of publication.
The full text, as published in the Official Gazette of Romania
Official Gazette of Romania no. 834 of 1 October 2026, page 16 and no. 834 bis of 1 October 2026, pages 3-54 16 pages PDF, 104 KB the act starts on page 16
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The other editions cited: nr. 834 bis/2026
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This article is for informational purposes only and does not constitute legal advice. For specific situations, consult a licensed attorney or tax advisor.
