Prepare the owner as well as the company
Before approaching a sale process, write down what you are considering selling and what you want your life to look like afterwards. A full exit, a partial sale and a staged transfer leave different responsibilities with the owner. The family may also depend on income, premises or guarantees tied to the business.
Preparation does not commit you to selling. It helps expose questions that need an answer before a transaction adviser, lawyer or potential buyer asks them under time pressure. This guide concerns owner and family preparation, not the sourcing of buyers or leadership of an M&A process.
Put the ownership record in order
Gather the current constitutional documents, shareholder records and agreements affecting ownership. Ask counsel to identify restrictions on transfers, consent requirements and rights held by other shareholders. Include any pledges or arrangements that may affect the interests being sold.
For Romanian companies, Law 31/1990 is a primary legal starting point. Its provisions on transfers of interests in a limited liability company include Articles 202 and 203. The applicable procedure still needs to be checked against the company form, its documents and the proposed transaction. Do not copy a transfer checklist from a different type of company.
Produce a list of missing or inconsistent records, with someone responsible for resolving each item. A clean folder structure cannot compensate for an ownership question that has not been answered.
Separate business information from family needs
Ask the accountant and transaction advisers which financial records they need and how they want them reconciled. Prepare explanations for related-party balances, owner expenses and assets used by the company but held elsewhere. Record the source of each number and the reporting period.
Separately, map the family's regular spending, outstanding personal borrowing and commitments that depend on the business. Identify guarantees that you want counsel to address in the transaction documents. A sale headline does not tell you how much cash will be available to the family or when it will be received.
Build questions for the legal and tax advisers
Clarify whether the contemplated transaction is a sale of shares or company assets, who receives the consideration and where each relevant party is tax resident. Give advisers the ownership history and proposed payment terms. Ask them to identify tax liabilities, filing obligations and the assumptions behind their analysis using the Romanian Fiscal Code and any other applicable rules.
Avoid working from a single assumed tax rate. Request a written analysis for the actual seller and transaction, including deferred payments and any cross-border facts. Elian Partners can coordinate the brief and unanswered questions; the legal and tax conclusions must come from the relevant specialists.
Control the flow of information
Before opening a data room, agree with counsel what can be shared, with whom and at what stage. Assign document owners and keep a record of versions and responses. Commercially sensitive material and personal data require particular care.
Article 5 of the GDPR sets out principles including data minimisation and integrity and confidentiality. Sending every employee file to every interested party is not a preparation strategy. Ask legal advisers to determine the appropriate legal basis and safeguards for the proposed disclosures; consider redaction and staged access where suitable.
Agree the division of work before the process starts
A transaction adviser can be appointed separately to manage the sale process within its agreed scope. Lawyers handle legal advice and transaction documents; tax advisers assess tax consequences; accountants and other specialists supply their own work. Identify who controls communications and who is authorised to make commitments.
Elian Partners can coordinate the owner's and family's preparation across those relationships, maintain the action register and organise discussions about the consequences for the family's affairs. This does not include finding buyers, negotiating the sale or acting as lead M&A adviser. Investment advice about eventual proceeds belongs in a separate authorised engagement.
The file to have ready for an initial discussion
Prepare an ownership chart, an index of available financial and legal records, a list of family objectives and a register of unresolved questions. Include the decisions that can wait and those that would affect whether you proceed at all. Use placeholders rather than confidential records in an initial website enquiry.
Before signing terms, ask which obligations begin immediately, what costs are committed and what happens if the transaction does not complete. Preparation can reveal that the proposed timing is unsuitable. The useful outcome is a decision based on documented facts, including a decision to defer.
Primary sources
Related reading and next steps
General information. Applying the rules to a particular situation requires review by the relevant specialists.