Mergers, as well as acquisitions or disposal of certain components of the business are important instruments for achieving the company’s objectives, regardless of the size of these companies. Whatever the ultimate goal – growth through mergers or acquisitions, limitation of the activity or ensuring business continuity through sale or changing succession, our team can offer you valuable support.

Mergers and Divisions

In any merger or division process, there are opportunities or obstacles. Understanding the business and the experience gained in managing various projects make us a reliable partner in making the right decisions at the right time, which will contribute to the development and security of the transaction.

Our team of specialists can assist step by step during the entire process or can manage only one of its stages, depending on customer’s needs.

Activities performed during the mergers and divisions processes:

  • Analysis of fiscal and accounting implications and guidance on the correct application of the fiscal and accounting treatment;
  • Expansion of several work scenarios and assessment of the impact of each one;
  • Support in connection with the registration and completion of the merger/division in connection with the tax authorities;
  • Preparation of accounting documents for merger/division based on the information provided by the company, including preparation of financial statements and merger/division projects;
  • Assistance in preparation of the protocol for the transfer of the assets and liabilities;
  • Preparation of accounting records related to the entire merger/liquidation process.

Acquisitions of Companies – Due Diligence

When purchasing a company, it is essential to assess all the risks that the company may have. In evaluating these potential risks, you will be able to make an informed buying decision or you will be able to negotiate the acquisition cost of that company.

In due diligence processes, HLB Romania specialists perform comprehensive investigations, on fiscal, financial and management aspects of the target company, which provides you with valuable insights. HLB Romania due diligence is conducted by a team of experienced professionals, managing meticulous investigation procedures in order to ensure a smooth, healthy business transaction.

Our services cover all the stages of the acquisition process, from analysis to the implementation of the post transaction activities:

  • support for structuring of the transaction in a tax efficient way;
  • identifying the fiscal exposure generated by the acquisition and quantification of the associated risks;
  • identifying at an early stage of any potential risks that may lead to the withdrawal from the transaction;
  • support for establishing the correct transaction price, by proposing adjustments generated by the identified risks and assistance in negotiating the transaction;
  • assistance in the assessment of the fiscal obligations subsequent to the transaction;
  • carrying out profitability and cash flows forecasts or the periods subsequent to the transaction;
  • assistance in analyzing the transfer prices implications on the new structure;
  • assistance for post transaction integration

Selling of Companies

The sale of a company is a special sale and it needs to be prepared in advance, the company for sale needs to have its financial statements as up to date and as structured possible so that during the due diligence process, performed by the purchaser, the risks and adjustments should be to a minimum. The safety, and the predictability of the investment, are important to any purchaser.

Our team of seasoned professionals, who have been on both sides of such transactions, ensure a meticulously investigative service, focused on the most critical aspects being that of identifying and evaluating any potential risks.

HLB Romania specialists bring added value to each stage in which they can offer their assistance:

  • consulting on the tax implications generated by the sale of the business or a part of it;
  • support in preparing for sale by identifying the risk areas, proposal of measures for their management and implementation support;
  • support in providing financial, accounting, fiscal information to the buyer during the due diligence process
  • assistance in preparing the arguments for negotiation of the sales price and the provisions of the sales contract;

Voluntary Liquidations

A company that can no longer fulfill its objective, or create added value for the shareholders, should be liquidated. If there are no debts to third parties, the liquidation process is simple and fast.

If there are debts however, the creditors’ approval has been obtained and the shareholders agree to the distribution of the remaining assets, the procedure may be performed within two months, without the involvement of a liquidator.

The most difficult decision involved in the liquidation of a company is an emotional one, however the lack of future stress will make this operation bring long term benefits.

Our team of specialists can perform:

  • The analysis of the fiscal implications generated by the procedures applicable to the liquidation process
  • The assessment of the amounts distributable to the shareholders and the analysis of the applicable fiscal treatment
  • The management of activities in relationships with the fiscal authorities
  • The preparation of the financial statements before and after liquidation

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