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Update on the implementation of CS3D and CSRD, and related local legislative developments in Bulgaria, Croatia, the Czech Republic, Hungary, Romania, and Slovakia
Despite the 6 July 2024 transposition deadline for the full implementation of the Corporate Sustainability Reporting Directive (CSRD), several jurisdictions – including the Czech Republic and Romania – remain subject to infringement proceedings initiated by the European Commission in September 2024 for failing to fully communicate their national measures. It remains unclear how this infringement process will proceed, particularly in light of the postponement of the second wave of the reporting obligation, as approved under the so-called “stop-the-clock” directive incorporated into the Omnibus I package. At the same time, and also as a consequence of the “stop-the-clock” directive – which postponed the
Discount for the payment of certain tax liabilities in Romania – follow-up
As described in our previous newsletter in September 2024, profit taxpayers and microenterprise income tax taxpayers in Romania benefit from a 3% discount of their annual profit/income tax liability related to fiscal year 2024/the modified fiscal year starting in 2024. The procedure for applying the aforementioned discount was approved by Order 540/2025 published on 14 April 2025. To benefit from this discount, taxpayers need to fulfil the following conditions: they must have all mandatory tax returns submitted in due time; the annual profit/income tax related to fiscal year 2024/the modified fiscal year starting in 2024, as the case may be, is paid in full within the applicable legal deadlines;
New obligations for employers in Romania: Fair wages and enhanced prevention and management of workplace discrimination and harassment
In recent years, we have seen several new obligations imposed on employers in Romania, and 2025 will be no different. Starting from January 2025, certain amendments to Romanian labour legislation entered into force, impacting employers significantly. In a nutshell, the new amendments aim to: ensure adequate minimum wages; introduce stricter rules for employers on handling workplace harassment cases; introduce new requirements to ensure gender balance in the management of companies traded on a regulated market; and adopt new measures to protect people with disabilities. Details of the new legal obligations of employers are outlined below. I. Ensuring adequate minimum
Kinstellar announces new Partner promotions
Kinstellar is delighted to announce the promotion to Partner of Magdalena Raducanu (Romania), Jan Lehký (Czech Republic), and Kuanysh Shekerbekov (Kazakhstan). Magdalena Raducanu is based in our Bucharest office and leads the Romanian Banking & Finance Service Line. She also serves as the co-head of the firm-wide Banking & Finance Service Line. Magdalena has more than 20 years of experience in all aspects of banking and financing, including project, real estate, and corporate finance as well as financial regulatory matters. Recently, she has dedicated significant efforts assisting banks on various ESG-related mandates. Magdalena joined Kinstellar in 2021 from the Bucharest office of Dentons. Since joining
Kinstellar welcomes Maja Mayrhuber, a leading Austrian tax lawyer, as Partner in Vienna
Kinstellar is delighted to announce that Maja Mayrhuber, a reputable tax lawyer, has joined our newly launched Vienna office as a Partner. Maja’s arrival marks an important step in building our tax capabilities in Austria and driving the growth of this service line across the wider C/SEE region. Maja Mayrhuber specialises in national and international tax law, with a focus on corporate taxation, tax planning, and tax advice related to international restructurings, M&A, corporate finance, and real estate transactions. Maja regularly advises both international companies and private clients on a broad spectrum of tax issues, including VAT, tax audits, transfer pricing, and fiscal criminal law. She also represents clients
Kinstellar advises KMF on its milestone transformation into a bank
Kinstellar has advised KMF, Kazakhstan’s largest microfinance organisation, on obtaining the regulatory approval for its voluntary conversion into a second-tier bank. The approval, granted by the Agency for Regulation and Development of the Financial Market of Kazakhstan on 20 March 2025, marks a significant milestone in the country’s financial sector, aligning with President Kassym-Jomart Tokayev’s initiative to foster banking competition. Since 2021, Kinstellar has been providing comprehensive legal support to KMF, including regulatory analysis, licensing assistance, guidance on corporate governance and ownership structure. During this period, KMF’s assets grew by 218% to KZT 336.3 billion, while its loan portfolio
Kinstellar Bulgaria: Banking, Finance & Capital Markets briefing
Kinstellar routinely monitors developments in finance, commercial, and contract law and in key regulatory areas relevant for financial institutions in Bulgaria in order to provide the most up-to-date information to our clients operating in or considering investments in the country. With this briefing, we will regularly update you on key developments in Bulgarian legislation, case law, and our Banking, Finance & Capital Markets practice. Please feel free to contact us if you have a topic that you would like us to cover. Update on draft legislation in Bulgaria Limitations on bank fees and commissions A draft bill seeks to amend the Credit Institutions Act by instituting caps on fees
Dive into the latest competition law updates in Romania
In the first quarter of 2025, the Romanian Competition Council (“RCC”) published several significant decisions, launched new investigations, and imposed fines in cases involving abuse of dominant position, price coordination, and other anticompetitive practices. 1. New FDI Guidelines In February the RCC published the draft FDI guidelines (the “Guidelines”), which were up for public consultation until mid-March. The Guidelines aim to clarify the method for the calculation of the investment value in different types of transactions, such as share deals, share capital contributions, multi-jurisdictional transactions, or in case of a loan or financing by an investor. Furthermore, the Guidelines clarify
Changes and clarifications regarding construction tax in Romania
On 4 April 2025, Romania government Emergency Ordinance no. 21/2025 ("the GEO") was published and entered into force, introducing several important amendments and clarifications regarding the recently enacted construction tax. We summarise the main provisions below. Reduction of the tax rate: The construction tax rate has been decreased from 1% to 0.5%. Tax base clarification: It is now explicitly clarified that the 0.5% tax applies to the net book value of constructions. New separate tax (0.25%): A separate tax of 0.25% has been introduced for buildings belonging to the public or private domains of state or administrative-territorial units that are utilised based on contracts, agreements, or legal
New opportunities in biogas and biomethane production in Hungary
Sustainable energy production is playing an increasingly significant role in Hungary’s energy policy. As part of this initiative, the Hungarian government’s recently launched Jedlik Ányos Energy Program plans to support a total of ten projects with a focus on investments in biogas and biomethane production. A draft tender related to biogas and biomethane production has been published for public consultation. The program will allocate a total of HUF 40 billion (approximately EUR 100 million) to cover the entire process—from raw material collection to the further utilisation of residues and by-products—including infrastructure investments and equipment procurement. Out of this total, HUF 18 billion is to be designated
Kinstellar advises JSC Kaspi.kz on landmark USD 650 million Eurobond issuance
Kinstellar is pleased to have acted as Kazakhstan counsel to JSC Kaspi.kz in its successful debut bond issuance, raising USD 650 million through 6.250% senior unsecured notes due in 2030. This marks the largest investment-grade bond issuance by a private Kazakhstani company, reflecting Kaspi.kz’s strong market position and the growing appeal of Kazakhstan as an investment destination. The bonds, which garnered significant interest from investors across the US, Europe, and Asia, are listed on the London Stock Exchange and the Astana International Exchange. The funds raised will support Kaspi.kz’s ongoing business development and enhance its digital services, reinforcing its leadership in the fintech and e-commerce sectors.
Kinstellar advises Blue Sea Capital on the sale of MediGroup Serbia to Mehiläinen Group
Kinstellar is pleased to announce that it has advised Blue Sea Capital on the sale of MediGroup, Serbia’s largest private healthcare provider, to Mehiläinen Group, Finland’s largest private healthcare provider. The transaction forms part of a broader regional deal involving the Regina Maria Group, MidEuropa’s healthcare services platform in Central and Eastern Europe. Blue Sea Capital is an independent private equity firm with offices in Belgrade and Zagreb, focusing on small and medium-sized enterprises in the region. MediGroup is the largest private healthcare provider in Serbia, offering a wide range of services, including inpatient and outpatient care, laboratory diagnostics, IVF, maternity, and ophthalmology.