The risks of investing in Romania are not a reason to stay away, but something that can be identified, priced and covered by contract. The condition is properly conducted due diligence, which many entrepreneurs and investors still overlook. The message came from Adrian Gociu, Managing Partner at Gociu Lawyers, at Forbes România Business Bridges 2026, the event organized by Forbes Romania at Forbes on Fifth in New York.
“Investing without due diligence, you buy what the seller can tell you. Investing with due diligence, you buy what is actually there,” Adrian Gociu said.
The lawyer says that “in business, there is no risk mitigation that can stop every risk, and certainty is only a desire. The standard is to mitigate most of the risks, and only then can we talk about certainty.”
Gociu listed several vulnerabilities of the Romanian market. The first concerns the way companies are built: many large firms are owned directly by their founders, as individuals, without holding companies or a clear corporate architecture. The second concerns intellectual property. “Around 70% of companies operate without formal IP protection. We consider it a structural gap,” the lawyer said. “Taxes are growing, and maybe they will grow a little more. But it’s not only a Romanian problem, fiscal instability happens in all countries of the world,” Gociu observed.
Insolvencies are a warning sign. Their number already rose in 2025 and is set to remain high, and many companies look solid only on paper. Gociu does not, however, advise investors to avoid them automatically. “You have to check everything about your partners, to know exactly who they are and why they entered insolvency. Because they may be a very good partner, even if they had problems,” the lawyer explained.
This leads to the distinction he considers essential: business due diligence and partner due diligence. “Partner due diligence is very important and it’s a new subject, because in general everybody does due diligence on the business and not on the partner. I believe a good business works with a good partner,” Gociu said. The checks cover the control structure, VAT status, tax position, solvency, litigation, track record, exposure to international sanctions and market reputation. “History can tell us part of what will happen in the future,” he added.
Whatever due diligence uncovers must then be reflected in the price and in the contract. Every risk has a clause, from fiscal instability and change-of-law clauses and tax indemnities, to price adjustment mechanisms, audit rights and termination for breach. “Every risk can be managed and mitigated with the right clause and good due diligence,” Gociu said.
The last layer of protection is structuring, and here his message was aimed at Romanian entrepreneurs. “Many Romanian companies are run by individuals, by their founders, who have not built holdings or a corporate architecture. I believe it is very important for them to start creating holdings and separating risks, in order to prepare for a sale or to attract investors,” the lawyer explained.
“Risks are not a problem. Romania is not a problem, it is a very good country to invest in. But we have to check every risk, and due diligence is very important,” Adrian Gociu concluded.
