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Online company registration in Romania is available for many founders, including non-residents. The filing can be submitted electronically or through an authorised representative, but a valid electronic signature is only one part of the route. The documents, signing authority, identity checks and ONRC platform requirements must also align.

This guide explains the online filing route for foreign individuals, overseas companies and Romanian founders. It focuses on the relationship between electronic signatures, filing authority, documents and the National Trade Register Office platform. For the broader choice of entity, capital and corporate structure, see our company formation in Romania guide.

Can you register a Romanian company online?

Romania’s National Trade Register Office online portal offers services including company-name reservation and incorporation. Law No. 265/2022 also regulates online company formation and electronic communication with the Trade Register.

Under Article 105 of Law No. 265/2022, the registrar may exceptionally request physical presence if there is a suspicion of identity falsification. The same provision states that physical presence is not required when the incorporation application and supporting documents, including the articles of association, were prepared by a public notary or lawyer. If presence is exceptionally requested during online formation, the remaining stages may still be completed electronically.

What are the steps for remote company formation in Romania?

The legal sequence is straightforward, but the filing route should be chosen before documents are signed. Select each step below to see its practical purpose.

1. Confirm the company structure. Decide the entity type, ownership, administrators, business activities and signing authority. An SRL is common, but it should not be selected automatically when investment, governance or regulated activities require another structure. See our 2026 guide to Romanian limited liability companies.
2. Reserve the company name. Submit alternatives that comply with the Trade Register rules. Our separate guide explains how to register a company name in Romania.
3. Establish the registered office. Every Romanian company needs a valid registered office and supporting title to use the address. Review the options in our registered office guide.
4. Prepare, formalise and translate the documents. Coordinate the articles of association, identity or corporate records, declarations, beneficial-owner information, office evidence and powers of attorney. Foreign public documents may require apostille, legalisation or an applicable exemption, depending on the issuing state, bilateral treaties, EU legislation and the nature of the document, followed by an authorised Romanian translation where required.
5. Sign and file through the selected route. If the electronic filing route is used, the signature and submission must satisfy the applicable ONRC technical and procedural requirements. A properly authorised representative may provide an alternative route, provided that the authority granted complies with the requirements applicable to the filing.
6. Complete post-registration onboarding. After incorporation, organise accounting, tax registrations or options, bank onboarding, employment setup and any permits required for the actual activity.

Which documents do foreign founders usually need?

Do founders need a qualified electronic signature?

The signature route should be tested before execution. Romania’s framework includes Law No. 214/2024 on electronic signatures and trust services, while the Trade Register procedure is governed specifically by Law No. 265/2022 and the portal’s filing requirements. The availability of electronic filing depends not only on the legal validity of the electronic signature but also on the technical and procedural requirements imposed by the National Trade Register Office.

Remote identity checks may also involve regulated identification services. The Romanian Authority for Digitalisation publishes information on remote identification by video means, but the availability and acceptance of a particular method still depend on the institution and transaction.

Is a Romanian notary always required?

The correct answer depends on the document, the country where it is issued and the chosen filing route. For foreign founders, the practical question is usually not “Do I need a notary for the company?” but “Which document, if any, needs notarisation, apostille or legalisation, and in which country?”

How long does remote incorporation take?

Under Articles 105 and 107 of Law No. 265/2022, the registrar generally resolves complete applications on documents within one working day and, when the legal requirements are met, orders registration according to the statutory procedure. Procedural exceptions, requests for additional evidence or a need to remedy the file may affect this stage. The one-working-day period should not be advertised as the total time needed by a foreign founder.

If the file is incomplete or does not meet the legal requirements, Article 106 allows a remedy or completion period of up to 15 calendar days. The practical schedule should therefore separate:

• preparation time for the corporate structure and registered office;
• time for foreign documents, apostille or legalisation and translation;
• the Trade Register review of a complete filing;
• time needed to cure any filing defect; and
• post-incorporation bank, accounting, tax and licensing steps.

Is the bank account part of the online incorporation?

Each bank decides what identification, beneficial-owner, source-of-funds and business-model evidence it needs. Some institutions offer remote onboarding in eligible cases; others may request a video identification, additional documents or physical attendance. Founders should compare banking routes early, especially where the ownership chain is international or the activity carries heightened compliance risk. See our guide to opening a Romanian business bank account as a non-resident.

What most often delays a remote filing?

Remote formation checklist for a foreign founder

1. Confirm the Romanian entity, ownership, administrators and business activities.
2. Choose the online filing or legal-representation route before signing documents.
3. Check each foreign document for issue date, apostille or legalisation and Romanian translation.
4. Secure a compliant registered office and align the supporting document with the intended filing.
5. Map the beneficial owners through the complete international ownership chain.
6. Verify the signature and authority of every shareholder, administrator and representative.
7. Submit one consistent, complete file through the National Trade Register Office route.
8. Plan banking, accounting, tax and sector-specific compliance as separate workstreams.

The bottom line

Remote company formation in Romania is a workable route for many foreign founders, but it is not a single universal online form. The successful approach coordinates Romanian incorporation requirements with the founder’s home-country documents, a valid signing or representation route, registered-office evidence and separate post-registration onboarding.

AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.

A commercial lease agreement in Romania can commit a company to years of rent, service charges and restoration costs. The commercial decision therefore depends not only on the monthly headline rent, but also on whether the premises can lawfully support the tenant’s activity and whether the contract allocates operational risks clearly.

This guide is intended for landlords and companies leasing offices, retail units, warehouses and other business premises. It explains the principal clauses to check under the Romanian Civil Code and the related property, tax and authorisation framework. Residential leases and leases of public property follow additional rules and are outside this article’s main scope.

Is a written commercial lease mandatory in Romania?

The lease relationship is governed principally by the Romanian Civil Code, especially the general rules on lease agreements. The parties have broad contractual freedom in a business-to-business transaction, but statutory rules apply where the lease is silent, and certain mandatory provisions of Romanian law may apply irrespective of contractual wording.

Under Article 1798 of the Civil Code, a lease concluded in authentic form, or a privately signed lease registered with the competent tax authority, may constitute an enforceable title for rent payment under the conditions stated by law. Tax registration affects enforceability, not the validity of the lease. It is not a universal requirement for the existence of every corporate lease, although the applicable tax and registration duties must still be checked for the particular landlord and transaction.

For leases requiring stronger protection against a future buyer or other third parties, the parties should assess land-book registration. The correct mechanism depends on the property, the lease term and the landlord’s registered title. A company entering a long-term lease should not assume that signature alone gives the same protection as registration.

What should be checked before the commercial lease is signed?

The tenant should compare the land-book extract and cadastral plan with the space actually offered. The review should cover ownership, mortgages, litigation annotations, existing leases, access rights, parking, common areas and the landlord’s authority to grant the agreed use. These checks overlap with a focused real estate due diligence review in Romania.

The proposed activity must also be compatible with the building’s authorised use and applicable planning, fire-safety, sanitary, environmental and sector-specific requirements. A contractual statement that the tenant will obtain “all permits” does not solve a structural problem with the premises. The lease should distinguish permits relating to the building from those relating to the tenant’s own business.

For buildings or units covered by Law no. 372/2005, the owner must address the applicable energy-performance certificate obligations when leasing. The current framework covers offices, retail and other occupied commercial uses, subject to statutory exemptions. See the official energy performance legislation.

The 12 clauses that determine the real commercial risk

1. Parties, authority and guarantees

Identify each party by its full legal name, registered office, registration number and tax code. Confirm the signatory’s authority. If a parent company, bank or shareholder gives security, specify whether it is a guarantee, autonomous demand guarantee, deposit or another instrument, together with its cap, duration and claim procedure.

2. Exact premises and permitted use

The lease should attach a plan and state the exclusive area, common-area allocation, parking and access rights. “Office use” or “commercial use” may be too vague. Describe the actual activity and deal with signage, customer access, deliveries, opening hours, hazardous materials and exclusivity if commercially relevant.

3. Term, commencement and long-stop date

Separate the signature date, handover date, fit-out access date, lease commencement and rent commencement. If delivery or permits are delayed, a long-stop date should allow the affected party to terminate. The Civil Code limits leases to a maximum statutory duration, so unusually long structures require specific review.

4. Rent, currency and indexation

State the currency, payment currency, exchange-rate source, due date and invoicing mechanics. An indexation clause should identify the index, reference period, first adjustment date, whether decreases apply and whether there is a cap or floor. Avoid combining indexation with discretionary “market rent” language unless the valuation procedure is clear.

5. VAT, withholding and invoicing

The lease of immovable property is generally VAT-exempt under the Romanian Fiscal Code, subject to important statutory exceptions and the landlord’s option to apply VAT under the prescribed procedure. Ancillary services, bundled supplies, invoicing structures and certain categories of premises may require distinct treatment. The contract should state whether figures include or exclude VAT and what happens if the VAT treatment changes. The parties should also align invoicing with the applicable Romanian electronic invoicing rules. For wider compliance context, see the site’s Romanian tax guidance.

6. Service charge and operating costs

Define recoverable costs, allocation formula, budget, reconciliation, audit rights and exclusions. Capital expenditure, financing costs, structural defects, landlord negligence, vacancy costs and costs relating to other tenants should not be hidden in a generic “all building expenses” clause. Retail leases may also involve marketing contributions and turnover reporting.

7. Deposit and financial security

Specify the amount, currency, replenishment duty, permitted deductions, return deadline and whether interest accrues. A bank guarantee should state the required issuing bank, wording, expiry buffer and renewal consequences. The landlord should not have an unlimited right to draw security for disputed amounts.

8. Handover, condition and defects

A signed handover protocol should record keys, meters, systems, inventory, photographs and defects. Define the condition standard at delivery and the remedy if the premises fail the agreed technical specifications. The tenant should not inadvertently accept latent or structural defects merely by taking possession.

9. Fit-out, alterations and ownership of improvements

Address design approval, permits, contractors, access, insurance, health and safety, delays and damage. The lease must also say whether improvements become the landlord’s property, whether compensation is available and what must be removed at expiry. These provisions should be coordinated with the construction-law implications of fit-out works.

10. Repairs, maintenance and building services

The Civil Code places core delivery, maintenance and peaceful-use obligations on the landlord, while the tenant normally bears routine repairs resulting from ordinary use, subject to the contract and the nature of the defect. A commercial lease should allocate structure, roof, façade, common systems, HVAC, internal installations and statutory upgrades expressly, together with response times and self-help rights.

11. Assignment, subletting and corporate change

The Romanian Civil Code contains specific rules on assignment and subletting, which are frequently modified by commercial lease clauses. The contract should therefore state whether landlord consent is required and on what conditions. The tenant may seek objective consent standards for group reorganisations, business transfers and subleases, while the landlord may require financial tests or continued liability.

12. Default, termination, force majeure and hardship

List the defaults that justify termination, notice method, cure periods and consequences. Non-payment, unlawful use, loss of permits and abandonment need different treatment. Insolvency provisions should be reviewed together with the applicable insolvency legislation: Article 123 of Law no. 85/2014 maintains ongoing contracts at the opening of insolvency proceedings and may limit clauses that terminate or accelerate solely because insolvency has commenced. Force majeure should address genuine impossibility, while hardship or major economic disruption requires a separate allocation because increased cost alone is not automatically force majeure.

What happens if the building is sold?

Articles 1811 and following of the Civil Code regulate when a lease is opposable to a purchaser and the consequences of transferring the leased property. For registered immovable property, notation of the lease in the Land Registry is a central opposability mechanism; other statutory rules may apply depending on the property and transaction. The lease should require the landlord to notify a sale, procure the buyer’s assumption of obligations and transfer the deposit or guarantees correctly. For material long-term premises, the tenant should assess Land Registry notation and lender non-disturbance arrangements. The seller’s continuing liability, if any, should be stated rather than assumed.

Can the landlord enforce unpaid rent without a full lawsuit?

Article 1798 of the Civil Code gives qualifying leases enforcement value for rent. Separate rules may also support restitution of the premises when a fixed-term lease expires. Parties should coordinate default clauses with Romanian civil procedure and should not assume that a contractual label such as “enforceable” creates enforcement rights by itself. Broader non-payment strategies are covered in the guide to recovering unpaid business claims in Romania.

Landlord and tenant negotiation checklist

1. Verify title, cadastral identity, authority and encumbrances.
2. Confirm that the building and the intended activity can obtain the necessary approvals.
3. Attach the plan, technical specifications, handover standard and fit-out rules.
4. Model rent, indexation, VAT, service charge, utilities and exit costs.
5. Allocate structural, routine and statutory repair obligations precisely.
6. Align guarantees with actual exposure and release dates.
7. Negotiate cure periods, break rights, long-stop dates and restoration obligations.
8. Assess tax registration, enforceability and land-book protection.
9. Record condition, meters, defects and assets in the handover protocol.
10. Retain signed notices, invoices, approvals and service-charge reconciliations.

The bottom line

A commercial lease agreement in Romania is primarily a long-term allocation of business risk. The strongest contract is not necessarily the longest. It is the one that identifies the premises accurately, prices the full occupancy cost, makes the authorisation path workable and provides realistic remedies when delivery, operation or exit does not go as planned.

Before committing to a significant lease, both landlord and tenant should coordinate the legal document with technical due diligence, tax treatment, insurance and the operational timeline. A focused contract review in Romania can identify inconsistencies before the commercial timetable makes them expensive to correct.

AI Notice: AI-assisted content, reviewed and approved by a qualified Romanian lawyer.

Workplace investigations in Romania should separate what happened, whether a workplace rule was breached and what response is proportionate. Treating an allegation as established misconduct, or sanctioning an employee before giving a genuine opportunity to respond, can undermine an otherwise legitimate employment decision.

This guide is for Romanian employers, foreign-owned companies, HR teams and managers handling complaints, misconduct allegations, harassment concerns or possible disciplinary action. It should be read together with the Romanian employment law services page and the separate employee dismissal guide.

What is a workplace investigation in Romania?

A workplace investigation is a structured process for establishing facts relevant to an employment decision. It may concern alleged misconduct, harassment, discrimination, retaliation, conflicts of interest, misuse of company systems, confidentiality breaches or safety incidents.

The first fact-finding stage is not automatically the disciplinary investigation regulated by Article 251. The employer should define the mandate, preserve relevant records, identify conflicts of interest and decide whether the matter is a grievance, a safeguarding issue, a possible disciplinary offence or a combination of these. A complaint is an allegation, not a finding.

When is a formal disciplinary investigation mandatory?

Article 251 generally requires a prior disciplinary investigation before any sanction other than a written warning. This applies when the employer is considering a demotion, suspension, disciplinary dismissal or another statutory disciplinary sanction. A management conversation cannot replace the procedure.

What are the employee’s rights during the investigation?

The employee should know the subject of the investigation, receive a written summons stating the subject, date, time and place, and have a meaningful opportunity to explain their position. Under Article 251, the employee may formulate and support defences and may be assisted by a trade-union representative or colleague.

If the employee does not attend without an objective reason after a lawful summons, the employer may continue under the statutory conditions. The absence does not itself prove the allegation. The file should preserve the summons, delivery evidence and any explanation for non-attendance.

How should evidence and confidentiality be handled?

Evidence should be relevant to the defined allegation and obtained through authorised channels. Employers should check who may access HR files, whether monitoring policies were communicated, how long records must be retained and whether access can be limited to the investigation team.

The GDPR does not prevent a workplace investigation, but it requires a lawful, fair and proportionate approach. Sensitive information, health data, recordings and messages involving third parties require particular care. A review of the employer’s workplace data-protection controls may be needed alongside the employment analysis.

How is a disciplinary sanction chosen?

Article 250 requires an individualised proportionality assessment. The employer should consider the circumstances of the act, the employee’s degree of fault, the consequences, general conduct and previous disciplinary sanctions. The same rule breach may justify different responses depending on intent, repetition, actual harm, training and whether the rule was clear and accessible.

Disciplinary fines are prohibited. A sanction should not be disguised as an unlawful salary deduction or informal penalty. The written decision should explain the reasoning rather than merely reproduce the allegation.

When can disciplinary dismissal be used?

Disciplinary dismissal under Article 61(a) is reserved for serious misconduct or repeated breaches of workplace discipline. It requires the prior disciplinary investigation and a written, reasoned decision complying with Articles 247–252. There is no general rule that a lesser sanction must always be issued first, but the seriousness and proportionality of dismissal must be demonstrable on the facts.

The employer should not use disciplinary dismissal to solve a redundancy, professional-inadequacy or performance-management problem that belongs to a different legal route. The legal ground determines the evidence and procedure. See also the guide to employee dismissal in Romania.

What deadlines and decision content apply?

The disciplinary sanction decision must ordinarily be issued within 30 calendar days from the date the employer became aware of the misconduct, and no later than six months from the act. It must be communicated within five calendar days of issue. The employer should preserve proof of both issuance and communication.

What are the most common employer errors?

• starting with a conclusion and collecting only incriminating material;
• using a generic summons that does not identify the subject of the hearing;
• denying reasonable preparation time without documenting the reason;
• ignoring the employee’s written defence;
• imposing a disciplinary fine or unlawful salary deduction;
• missing the 30-day or six-month deadline; and
• using a disciplinary route for a redundancy or professional-inadequacy case.

Practical checklist for employers

1. Define the allegation, scope, persons involved and immediate risks.
2. Preserve relevant evidence through authorised and proportionate channels.
3. Appoint an impartial investigator and record the mandate.
4. Summon the employee in writing with the subject, date, time and place.
5. Hear the employee and assess the defence and proposed evidence.
6. Apply the Article 250 proportionality factors.
7. Issue and communicate a complete written decision within the statutory deadlines.

Frequently asked questions

This article provides general legal information based on Romanian law. The applicable procedure depends on the facts, employee category, internal documents, evidence and current legislation. It does not replace advice on a specific workplace investigation or disciplinary decision.

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Debt recovery in Romania is not a choice between three interchangeable remedies. The right route depends on what the creditor can prove, how the debtor responds and whether an enforceable title already exists.

A clear invoice supported by a contract and proof of delivery may fit the payment-order procedure. A claim involving defective performance, disputed quantities, damages or set-off may require ordinary litigation. A judgment or another enforceable instrument moves the matter into enforcement, where the decisive question becomes whether the debtor has reachable assets.

This guide focuses on commercial money claims involving Romanian debtors or Romanian proceedings. It should be read together with the rules on late-payment interest and recovery costs in Romania.

Which debt recovery route should a creditor use in Romania?

What should be checked before any recovery action?

The first legal question is whether the claimed amount is actually due. The invoice is important, but it rarely proves the entire case by itself. The underlying agreement, order, delivery or service records, acceptance documents, correspondence, account statements and payment history should be read together.

The creditor should also confirm the correct debtor, corporate identity, contractual notice method, governing law, jurisdiction or arbitration clause, due date, interest basis, limitation position and any security or guarantee. A focused review of the underlying Romanian contract can expose a jurisdiction clause, acceptance mechanism or liability provision that changes the recovery strategy.

Is a formal payment demand required before filing?

The Article 1015 summons is not the same as an informal reminder. It should identify the agreement, principal, accessories, due date and payment account clearly. Proof of compliant service belongs in the court file. The statutory summons also has consequences for limitation under the payment-order rules.

A contract may impose an additional notice mechanism, address or cure period. The creditor should satisfy both the statutory requirement and any relevant contractual provision rather than assume one automatically replaces the other.

When is the Romanian payment-order procedure appropriate?

The payment-order procedure under Articles 1014 to 1025 of the Romanian Code of Civil Procedure applies to certain, liquid and due claims for payment of money arising from a civil contract and established through the documentary framework required by law. Commercial invoice claims commonly fit this structure when the underlying performance and amount are not genuinely in dispute.

“Certain” concerns the existence of the debt, “liquid” means the amount is determined or determinable, and “due” means the payment date has passed. These conditions must be established, not merely asserted. A debtor may contest the contractual basis, authority, delivery, acceptance, price, due date, payment, set-off or limitation.

What happens if the debtor raises a defence?

The existence of a defence does not automatically defeat the application. The court examines the documents and the parties’ explanations. It may reject the request if the debtor’s defence is well founded or if resolving the defence requires evidence that is admissible in ordinary proceedings but falls outside the payment-order framework. If the claim is established, the court may issue the payment order for the full amount or only for the part proved within the special procedure.

Rejection on either ground regulated by Article 1021 does not prevent the creditor from bringing an ordinary claim. If the court issues a payment order for only part of the claim, the creditor may use ordinary proceedings for the remainder. The Code also sets a procedural objective of issuing the order within 45 days from filing, but periods needed for service and delays attributable to the creditor are excluded. Actual duration depends on service, court workload, objections and the individual file.

Can the payment order be challenged?

The debtor may file an application for annulment within 10 days from communication of the payment order. Article 1024(2) also gives the creditor a narrowly defined annulment application against the rejection orders referred to in Article 1021(1)-(2) and against a payment order admitting only part of the claim. This limited remedy should be distinguished from the creditor’s separate right to bring ordinary proceedings after rejection or for the remainder not granted. The annulment application is not a general substitute for a full ordinary claim. The payment order remains enforceable while an annulment application is pending, although the debtor may request suspension subject to the statutory conditions and security.

When is an ordinary court action the better route?

Unlike the payment-order procedure, ordinary litigation can accommodate a fuller evidential process, including documents, witness evidence, party examination and expert evidence where admissible and relevant. This makes it better suited to construction, technology, professional services and supply disputes in which the unpaid invoice is only one part of a wider conflict. For broader procedural context, see our overview of the Romanian litigation process and court proceedings.

The claim should identify the legal basis and quantify principal, interest, contractual penalties and recoverable costs separately. Material jurisdiction is determined under the procedural law applicable when the proceedings are commenced. Claim value is only one criterion: the nature of the dispute, the relief sought and any special jurisdiction rules may displace the general allocation between district courts and tribunals. The competent court should therefore be verified against the claim as framed and the law applicable when the claim is registered with the court. Contractual arbitration clauses must also be checked before filing in a state court.

Ordinary court fees are normally calculated by reference to claim value under Government Emergency Ordinance no. 80/2013. The payment-order application has a fixed RON 200 court fee. Additional costs may include translations, experts, service, lawyer fees and enforcement advances. Recoverability of costs depends on the outcome, proof and the court’s assessment.

Can the small-claims procedure be used instead?

For eligible claims not exceeding RON 50,000 at the date of filing, the claimant may consider the Romanian small-claims procedure under Articles 1026 to 1033 of the Code of Civil Procedure. The threshold was increased to RON 50,000 by Law no. 57/2025. Interest, costs and other accessories are excluded when calculating the threshold.

The procedure is mainly written and uses standard forms, but statutory exclusions apply. It should not be treated as a smaller version of the payment order. A small claim may be disputed and still fit the procedure, while a payment-order claim is assessed against the special requirements for a certain, liquid and due contractual debt.

When can a creditor start enforcement in Romania?

An invoice, demand or favourable legal opinion is not by itself an enforceable title. A payment order, final or otherwise enforceable judgment, arbitral award, notarised instrument or another document given enforceable force by law may support enforcement, subject to its terms and any applicable formalities.

Possible methods include garnishment of bank accounts and third-party receivables, seizure and sale of movable property, enforcement against real estate and measures against security or guarantors where the title permits. The creditor should coordinate the title, outstanding calculation and asset information with the judicial executor. The European e-Justice Portal guidance on enforcing a court decision in Romania provides an official procedural overview.

Can the debtor challenge enforcement?

Yes. A debtor or another interested person may file an enforcement challenge on the grounds permitted by the Code. The ordinary period is often 15 days, but its start depends on the act challenged, knowledge of enforcement and the procedural situation. A challenge does not automatically mean the underlying debt never existed; it may concern the title, limitation, amounts, service, court approval or a specific enforcement act.

The general limitation period for obtaining enforcement is three years under Article 706 of the Code of Civil Procedure, unless the law provides otherwise. For court judgments and arbitral awards, it normally runs from finality. Acts of enforcement and other statutory events can interrupt the period.

What changes if the Romanian debtor is insolvent?

When insolvency proceedings open, Article 75 of Law no. 85/2014 generally suspends individual judicial, extrajudicial and enforcement measures for recovering claims against the debtor’s estate. The creditor must usually pursue the claim within the collective insolvency procedure and observe the deadline for filing its proof of debt. This general stay is subject to statutory exceptions, including certain proceedings against co-debtors or third-party guarantors, claims arising after the opening of insolvency and specific rules concerning secured funds or amounts already affected by enforcement. The position of secured creditors, including priority, distributions and any available relief from the stay, requires separate analysis under the insolvency legislation.

A creditor may apply to open insolvency if its claim satisfies the statutory requirements, including the RON 50,000 threshold and the presumption associated with a debt unpaid for more than 60 days. Insolvency should not be used merely as pressure where the debt is genuinely disputed or the statutory conditions are absent. It changes the recovery forum and priority structure rather than guaranteeing payment.

Security interests, guarantees, co-debtors and transactions concluded before insolvency require separate analysis. The opening of insolvency against the principal debtor does not necessarily eliminate every route against a guarantor or co-debtor. Our guide on Romanian company director liability explains why corporate debt and personal liability must not be treated as the same claim.

What interest and recovery costs can be claimed?

The creditor should distinguish principal, contractual penalty, statutory penalty interest, the EUR 40 minimum compensation and documented additional recovery costs. For qualifying B2B transactions, Law no. 72/2013 and Government Ordinance no. 13/2011 regulate statutory late-payment interest. Where Law no. 72/2013 applies and the parties have not agreed the level of late-payment interest, the legal penalty rate is the National Bank of Romania reference rate plus eight percentage points.

The EUR 40 minimum compensation under Law no. 72/2013 becomes due when the statutory conditions for late-payment interest are met. Additional recovery expenses must be substantiated. Contractual penalties require separate review under the Civil Code, including the court’s statutory power to reduce a manifestly excessive penalty in the circumstances allowed by law.

How do cross-border creditors recover Romanian debts?

A foreign creditor should first determine jurisdiction, governing law, service method and the place where assets are located. A Romanian proceeding may be appropriate when the debtor or assets are in Romania, but a valid jurisdiction or arbitration clause can change the route.

For qualifying uncontested cross-border pecuniary claims within the EU, Regulation (EC) no. 1896/2006 establishing a European order for payment may provide an alternative to the national payment-order procedure. Regulation (EU) no. 655/2014 may assist with a European Account Preservation Order in qualifying cross-border cases. Neither instrument replaces the need to establish jurisdiction, service and substantive entitlement.

Recognition and enforcement of judgments also depend on the country of origin and the applicable treaty or EU regulation. Our guide to the recognition and enforcement of foreign judgments in Romania explains that separate stage, while the guide to cross-border debt collection in Romania provides additional procedural context. The specific instrument should always be verified against the current parties and claim.

Common mistakes that weaken debt recovery

• Treating the invoice as the complete case. The creditor still needs the legal basis, performance evidence, maturity and a correct calculation.
• Using the payment order for an evidence-heavy dispute. A summary procedure cannot replace full litigation merely because the creditor wants speed.
• Ignoring the contract’s forum and notice clauses. Filing in the wrong court or serving the wrong address can cause delay and cost.
• Allowing limitation to drift. Commercial discussions do not always suspend or interrupt time. Each acknowledgment, notice and procedural step must be analysed legally.
• Accepting informal instalments without protection. A settlement should state the admitted amount, schedule, interest, default consequences, security and costs.
• Waiting until assets disappear. Litigation strategy should be coordinated with recoverability and lawful protective measures.
• Confusing company debt with director liability. A director is not automatically personally liable for every unpaid company invoice.
• Continuing individual enforcement after insolvency opens. The creditor may need to file in the insolvency proceedings instead.

A practical creditor checklist

1. Identify the exact debtor, contractual basis, currency and outstanding balance.
2. Collect the contract, orders, invoices, delivery records, acceptance evidence and correspondence.
3. Check governing law, jurisdiction, arbitration, notice and limitation.
4. Calculate principal, interest, penalties, EUR 40 compensation and documented costs separately.
5. Review debtor objections, payments, set-off and any counterclaim.
6. Assess assets, security, guarantors and insolvency indicators.
7. Serve the correct commercial and statutory demand.
8. Choose payment order, ordinary claim, small claims, settlement or insolvency participation deliberately.
9. Prepare for enforcement before judgment rather than after assets have disappeared.
10. Maintain one chronological file with originals, service records and calculations.

The Bottom Line

Debt recovery in Romania works best when procedure follows evidence. A payment order can be effective for a clear contractual money claim, but it is not a shortcut around a genuine dispute. Ordinary court proceedings provide the broader evidential framework required for contested cases. Enforcement comes after title and depends on identifiable assets, while insolvency can redirect the entire claim into a collective process.

For Romanian companies managing receivables, the earlier unpaid invoices guide for Romanian SRLs explains the operational starting point. Businesses can also reduce future disputes by strengthening the payment, acceptance, security and dispute clauses in their commercial contracts governed by Romanian law.

AI Notice: AI-assisted content, reviewed and approved by a qualified Romanian lawyer.