DPIA and FRIA assessment paths for an AI project in Romania

AI governance • Romania • Assessment decisions

DPIA vs FRIA in Romania is a question of two different legal tests. A data protection impact assessment (DPIA) addresses risks arising from personal-data processing under the GDPR. A fundamental rights impact assessment (FRIA) under the AI Act applies to specified deployers of certain high-risk AI systems. Your project may require one, both, or neither mandatory assessment.

When do these obligations apply?

The GDPR assessment requirements already apply. Under the AI Act’s consolidated timetable, Chapter III Sections 1–3, including Article 27, apply to Annex III high-risk systems from 2 December 2027. The corresponding date for Article 6(1)/Annex I product systems is 2 August 2028; that does not extend Article 27 to every product system.

Article 111 contains separate transition provisions for existing systems. A project review should record when the system was placed on the market or put into service and whether subsequent design changes affect its treatment. The future FRIA timetable does not postpone GDPR duties. Source: consolidated AI Act, Articles 111 and 113.

DPIA vs FRIA: the differences that change your project

Both assessments examine potential harm to people. A DPIA is not limited to confidentiality or cybersecurity: it also examines other rights and freedoms affected by personal-data processing. FRIA addresses the impact of the specified AI deployment on fundamental rights.

Click or tap a row to reveal its practical takeaway. Keyboard users: Tab to a green label and press Enter or Space. Swipe the table sideways on a small screen.

Two assessments, separate applicability tests
Decision point	DPIA: GDPR Article 35	FRIA: AI Act Article 27
	Personal-data processing likely to create high risks to individuals, assessed in its context.	A covered deployer using an in-scope Article 6(2)/Annex III high-risk system.
	The controller, with DPO advice where a DPO is designated and relevant processor assistance.	The deployer covered by Article 27.
	Processing, necessity, proportionality, risks to people and safeguards.	Deployment context, affected groups, risks of harm, human oversight and responses.
	Before the relevant processing begins; review when risk changes.	Before first use where the obligation applies; update changed or outdated elements.
	Prior consultation when the Article 36 threshold is met; no universal filing requirement for every DPIA.	Notify results to the market surveillance authority under Article 27(3), subject to its exception.
	Shared evidence can support the assessment of the actual processing.	Relevant DPIA sections may be cross-referenced or incorporated; remaining requirements still need coverage.

GDPR Articles 28, 35–36 and 39; AI Act Article 27.

When does an AI project need a DPIA?

AI use alone does not automatically trigger a DPIA. The controller must assess whether the nature, scope, context and purposes of the processing make a high risk to people likely. Article 35 expressly recognises the relevance of new technologies.

The GDPR identifies particular situations, including systematic and extensive automated evaluation underpinning decisions with legal or similarly significant effects, large-scale processing of special-category or criminal-offence data, and large-scale systematic monitoring of publicly accessible areas. Applicable supervisory-authority lists must also be checked.

For a Romanian deployment, the file should therefore address the applicable requirements and guidance of the Romanian data protection authority, ANSPDCP, alongside Article 35. Record the reasons for a negative screening conclusion too. A supplier’s description of a product as “low risk” is not an assessment of your processing.

Where required, the DPIA must describe the processing and purposes, assess necessity and proportionality, evaluate risks to individuals and specify safeguards. This is a substantive project assessment, not simply a signed template. Source: GDPR Article 35.

For the broader data-protection framework, see our guide to GDPR compliance when using AI in Romania.

Who needs a FRIA under the AI Act?

The Article 27 obligation does not cover every business using high-risk AI. It concerns Article 6(2) high-risk systems and specified categories of deployer, with an exclusion for the critical-infrastructure area in Annex III point 2.

Bodies governed by public law deploying qualifying systems.
Private entities providing public services deploying qualifying systems. This status requires analysis; it is not synonymous with every company selling services to the public.
Deployers of qualifying creditworthiness or credit-scoring systems for natural persons under Annex III point 5(b), which excludes systems used to detect financial fraud.
Deployers of qualifying life and health insurance risk-assessment or pricing systems for natural persons under Annex III point 5(c).

Classification under Article 6 must be checked first, including the conditions of any applicable exception. The exact intended purpose matters. A financial-sector tool is not automatically a creditworthiness system, and a medical product is not automatically within the Article 27 FRIA route. Source: AI Act Articles 6 and 27 and Annex III.

Explore four deployment scenarios

These hypothetical examples explain the screening logic. They assume the stated facts and do not replace an assessment of the actual system, applicable dates or transition rules.

Candidate ranking: DPIA and FRIA can diverge

A private manufacturer uses extensive automated applicant evaluation to support hiring decisions. These facts point to a DPIA requirement under Article 35(3)(a), even if a person makes the final decision. Recruitment may also fall within Annex III. However, on the assumption that the manufacturer is neither a public-law body nor a private public-service provider, its employer status alone does not trigger Article 27 FRIA.

Consumer credit: prepare for both assessments

A lender uses an in-scope high-risk system to score individuals for loan eligibility. Systematic and extensive profiling with significant consequences can trigger a DPIA. Article 27 separately covers qualifying deployers under Annex III point 5(b). Address the applicable FRIA timetable and any transition provisions, rather than assuming both duties started on the same date.

Public benefits: assess deployment and processing together

A public body uses a qualifying high-risk system to assess eligibility for essential assistance benefits. Its status and use case bring Article 27 into the analysis. The personal-data processing needs separate DPIA screening, including relevant public-task legislation and any Article 35(10) position. One completed assessment does not automatically discharge the other.

Drafting assistant: examine the actual workflow

A team drafts generic product descriptions without personal data or decisions about people. On those narrow facts, the workflow does not itself establish a DPIA or Article 27 FRIA requirement. Check account data, logs and supplier processing separately. Introducing customer records, employee evaluation or regulated decisions changes the analysis. Other duties may still apply.

Can one assessment document cover DPIA and FRIA?

A coordinated file can reduce duplicated work, provided each legal requirement remains identifiable. The consolidated Article 27(4) expressly allows relevant DPIA sections to be cross-referenced or incorporated into FRIA where they already meet the corresponding obligations.

Start with a shared description of the system, purposes, data flows, affected people and safeguards. Then keep a requirement map showing which sections satisfy GDPR Article 35 and which satisfy AI Act Article 27. Identify gaps rather than renaming a DPIA “FRIA”. Source: AI Act Article 27(4)–(5).

As a practical drafting approach, include a separate deployment chapter addressing who may be affected beyond the immediate users, how mistakes influence access to opportunities or services, who can intervene, and how complaints lead to corrective action. Avoid treating GDPR as only a privacy checklist: the DPIA itself must consider risks to rights and freedoms.

What the FRIA needs to address

Article 27 requires the deployment process and intended use, duration and frequency, affected people and groups, specific risks of harm, implementation of human oversight, and measures if risks materialise, including governance and complaint mechanisms. Reusing a supplier assessment in similar cases is permitted, but the deployer must check its fit and update changed or outdated elements. Source: AI Act Article 27(1)–(2).

Who prepares, reviews and owns the decision?

The controller remains responsible for the DPIA; the covered deployer remains responsible for FRIA. A consultant, DPO or supplier can contribute without taking over the organisation’s statutory role.

For the DPIA, seek the designated DPO’s advice and preserve their independent advisory and monitoring function. Obtain relevant processor assistance. For the deployment review, involve the business owner, technical team and people responsible for oversight and complaints. A useful internal decision records outstanding conditions, the person accountable for each safeguard and the circumstances requiring a fresh review. Source: GDPR Articles 28(3)(f), 35(2) and 39; AI Act Article 27.

Contractual cooperation should cover the evidence you need to assess the deployment. Our AI vendor contracts guide addresses information rights, changes and supplier responsibilities.

Must the assessment be sent to an authority?

A DPIA and a FRIA follow different authority procedures. Under GDPR Article 36, prior consultation is required where high residual risk remains that cannot be sufficiently mitigated. There is no general GDPR obligation to submit every DPIA for approval.

Article 27(3) provides for notification of FRIA results to the market surveillance authority using the relevant template, subject to the Article 46(1) exception. That notification is not the GDPR prior-consultation procedure and should not be described as automatic permission to deploy. Confirm the competent authority and operational submission arrangements for the specific deployment. GDPR Article 36; AI Act Article 27(3).

A practical assessment file before deployment

Define the use case. Identify the system, version, intended purpose, users, affected people and decisions it informs.
Map roles separately. Record GDPR controller/processor roles and the relevant AI Act roles.
Screen the legal route. Check prohibited practices, AI classification, DPIA triggers and Article 27 deployer coverage.
Record timing. Distinguish existing GDPR duties from future AI Act requirements and applicable transition provisions.
Collect evidence. Obtain data-flow information, supplier instructions, meaningful performance limitations, oversight arrangements and relevant testing.
Assess harms and safeguards. Describe how the actual deployment may affect people and how controls reduce those risks.
Map shared sections. Make each DPIA and FRIA requirement traceable, retaining any necessary separate analysis.
Resolve escalation. Identify prior consultation, notification, unresolved risks and conditions preventing launch.
Assign review triggers. Consider changes in purpose, model, data, affected groups or decision authority, and evidence from incidents or complaints.

How Atrium Romanian Lawyers Assisted an International Manufacturing Group

Anonymised client matter. The description below omits identifying information and focuses on the legal work performed.

Questions examined

Whether the candidate-data processing required a DPIA;
Whether the use of the system could trigger a FRIA under the AI Act;
What human-oversight and documentation measures were needed before implementation.

Legal analysis

Our review of the recruitment process identified extensive automated evaluations of candidates with a significant impact on access to employment opportunities. The company therefore decided to complete a DPIA before implementation.

We also carried out a separate analysis of the system’s classification under the AI Act, including the organisation’s status and the obligations applicable to the deployer. The review confirmed that the DPIA and any FRIA analysis had to be treated separately because their legal triggers differ.

Measures adopted

Documentation of the decision logic and system limitations;
Mandatory stages of human verification;
Internal procedures for challenging results and handling complaints;
Updated contractual documentation and AI-governance workflows.

Practical result

Following the project, the company was able to continue the implementation on the basis of stronger documentation concerning compliance and risk management.

A focused consultation can clarify which assessment route applies and what your team needs before making deployment commitments.

Book a Consultation Data Protection Services

Frequently asked questions

Does every AI project need both a DPIA and a FRIA?

No. Screen personal-data processing under GDPR Article 35 and, separately, the system and deployer under AI Act Article 27. One assessment may be mandatory while the other is not. A negative screening result does not remove other applicable legal obligations.

Does human review remove the need for a DPIA?

Not automatically. Article 35 has its own risk test, and its automated-evaluation category is not confined to solely automated decisions. Genuine human oversight can affect risks and safeguards, but a human signature does not by itself settle DPIA applicability.

Does a private employer need a statutory FRIA for recruitment AI?

Not solely because it is an employer using high-risk recruitment AI. Article 27 covers specified deployers and uses. Check whether the organisation is a public-law body or private public-service provider, while independently assessing its GDPR and other AI Act obligations.

Can we rely on the supplier’s impact assessment?

Supplier evidence can support the work, and Article 27 permits reliance on existing assessments in similar cases. The organisation still needs to check whether the document addresses its actual deployment, affected groups, safeguards and applicable obligations. A generic assurance is insufficient evidence of that fit.

Can we wait until the FRIA application date to conduct a DPIA?

No, if GDPR already requires a DPIA for the proposed processing. The DPIA must precede that processing. The AI Act timetable and transition provisions must be analysed separately and do not suspend GDPR requirements.

Does completing an assessment authorise the project?

No. An assessment documents analysis and safeguards; it does not supply a missing legal basis, legalise prohibited AI or override unresolved legal restrictions. Complete any required consultation or notification procedure and resolve conditions that prevent lawful deployment.

AI vendor contracts in Romania under the EU AI Act and GDPR

18Sep

AI Vendor Contracts in Romania: EU AI Act and GDPR Clauses

by Simona Rotaru Contract Law, Data Protection, Digital Law

An AI vendor contract should do more than grant access to a platform. It should identify the system and intended use, allocate regulatory roles, control the use of business and personal data, preserve evidence, set performance and security obligations, and provide a workable exit if the supplier, model or law changes.

Key points for companies buying AI services in Romania:

Classify the AI use and the parties’ roles before negotiating warranties and liability.
Do not assume that a standard SaaS agreement or a GDPR DPA covers AI-specific risk.
State whether prompts, files, outputs and usage data may be retained or used for training.
Require enough information, logs and cooperation to meet the customer’s own legal duties.
Connect service changes, security incidents and regulatory events to notice, remediation and exit rights.

This guide is intended for Romanian companies, foreign groups operating in Romania, technology suppliers, procurement teams and businesses implementing generative or other AI tools. It focuses on contract structure. For the wider regulatory framework, read our EU AI Act guide for foreign companies.

Why does an AI vendor contract need a separate review?

AI services can change after signature. A supplier may replace a model, add a subprocessor, change data-retention settings, modify safety controls or alter the geographic delivery chain. Outputs may also be probabilistic rather than repeatable. These features create risks that are not fully addressed by ordinary clauses on software access, uptime and confidentiality.

The EU AI Act allocates obligations according to the system, risk category and operator role. The GDPR applies in parallel where personal data is processed. The contract cannot transfer away statutory responsibility, but it can secure the information, instructions, evidence and cooperation needed for each party to perform its own obligations.

Practical distinction: the AI Act analysis, the GDPR role analysis and the commercial allocation of risk are related but separate. A supplier described as a “provider” under the AI Act is not automatically a “processor” under the GDPR.

Start with the AI use, not the vendor’s template

Before redlining the agreement, the customer should record what the system will do, whose decisions it will influence, what data enters the system, who receives the output and whether the tool will be integrated into employment, credit, insurance, education, essential services, biometric or other sensitive workflows. The same product can create different legal exposure when deployed for a different purpose.

Contract navigator

Build the AI contract in five connected layers

Select a layer to see the question that should be answered before signature.

System and intended use

Identify the product, model, version, functions, integrations, users, prohibited uses and decision context. Classification begins with the actual deployment.

AI vendor due diligence before contract negotiation

A customer cannot negotiate intelligently without basic information about the service. The due-diligence request should be proportionate to the use and risk, but it commonly covers:

the legal entity supplying the service and the entities supporting it;
the model or models used, hosting locations and material third-party dependencies;
the intended purpose, known limitations and prohibited uses;
data sources, retention rules and whether customer data is used for training or improvement;
security controls, incident history, business continuity and disaster recovery;
testing, accuracy or performance information relevant to the deployment;
subcontractors, subprocessors and international data transfers; and
the supplier’s process for regulatory requests, complaints, audit evidence and system changes.

For high-risk deployments, the customer may require contractual access to sufficient documentation, instructions, logs and compliance information to enable it to perform its own obligations under the AI Act. The scope of access should reflect the parties’ respective roles and may need to protect the supplier’s trade secrets and intellectual-property rights. The European Commission’s AI Act information page and its AI Act Service Desk are useful starting points, but the contract must still reflect the particular system and transaction.

What if the service relies on a general-purpose AI model?

Where the service relies on a general-purpose AI model, the customer should also consider whether contractual information rights are needed regarding the model provider, model updates, transparency documentation and downstream restrictions affecting the deployment. These provisions should be tailored to the customer’s position in the AI value chain and should not imply that the customer is entitled to the provider’s complete technical documentation.

What clauses should an AI vendor agreement contain?

Contract layer	What the clause should resolve	Risk if unclear
System and permitted use	Product, model, version, functionality, users, integrations, territories, intended purpose and prohibited uses.	The service is used outside its tested or agreed purpose.
Regulatory roles	AI Act operator roles, GDPR roles, responsibility matrix and cooperation duties.	Each party assumes the other will supply evidence or perform a mandatory task.
Data and training	Permitted inputs, retention, model training, improvement, isolation, deletion and export.	Confidential or personal data is retained or reused beyond the customer’s expectation.
Performance and oversight	Relevant metrics, limitations, testing, human review, logs, notices and remediation.	Outputs cannot be evaluated, challenged or reconstructed when a problem occurs.
Security and incidents	Technical measures, vulnerability management, notification triggers, timing and cooperation.	The customer learns too late or receives too little information to respond lawfully.
IP and output rights	Rights in inputs, outputs, configurations, documentation, feedback and third-party materials.	The customer lacks the rights needed for its intended commercial use.
Change control	Notice of model, policy, subprocessor, location and functionality changes, plus testing and objection rights.	A compliant deployment becomes materially different during the contract.
Liability and exit	Warranties, indemnities, caps, insurance, suspension, termination, transition, export and deletion.	The remedy is commercially unusable when the service fails or must be withdrawn.

Click a row, or focus it and press Enter, to highlight one negotiation layer.

1. Define the system, version and intended purpose

The agreement should identify what is actually being supplied. “AI services” is rarely sufficient. The specification should address the model or service version, functions, interfaces, customer environment, authorised users, territories, dependencies and intended use. If classification or performance depends on a specific configuration, that configuration should be documented.

2. Allocate AI Act and GDPR roles separately

The parties should record their assumed roles under the AI Act and set out who provides instructions, documentation, logs, notices and regulatory cooperation. A separate analysis is required under the GDPR. Depending on the facts, the parties may be controller and processor, independent controllers or, in a narrower class of cases, joint controllers.

Where the supplier processes personal data on the customer’s behalf, Article 28 GDPR terms may be required. See our dedicated guide to the Data Processing Agreement in Romania. The DPA should not be treated as the complete AI contract, and the main agreement should not conflict with it.

3. Control prompts, files, outputs and training use

The contract should distinguish customer content, personal data, telemetry, feedback and output. It should state whether each category may be stored, reviewed by humans, used to improve the service or used to train a shared model. Where “no training” is promised, the clause should explain its scope, including whether safety review, abuse monitoring or service analytics remain permitted.

The European Data Protection Board has emphasised that whether an AI model is anonymous must be assessed case by case. A supplier’s assertion that its model is anonymous should therefore be supported by facts rather than accepted as a label. See the EDPB’s summary of Opinion 28/2024.

4. Make performance, limitations and human oversight usable

Conventional uptime metrics do not measure output quality. Depending on the use, the contract may need agreed tests, documented limitations, error reporting, performance monitoring, bias or drift controls, escalation and human-review requirements. The AI Act’s accuracy requirements should not be treated as a guarantee of error-free outputs. Any contractual accuracy or performance commitment should define the relevant task, dataset, test method, threshold and remedy.

5. Require evidence and audit cooperation

The customer may need records to complete an impact assessment, answer a regulator, investigate a complaint or demonstrate human oversight. The agreement should define which information is available, in what format, how quickly and subject to what confidentiality protections. In practice, enterprise suppliers may satisfy some audit requirements through independent certifications, reports and controlled information-sharing mechanisms rather than unrestricted customer audits. Those materials can support due diligence, but they do not automatically answer system-specific questions.

6. Coordinate security and incident notification

Security clauses should address access controls, encryption where appropriate, vulnerability management, segregation, personnel access, business continuity and incident cooperation. Notification should be triggered by defined events and delivered early enough for the customer to meet its own legal and operational duties. Different events may activate different regimes, so a personal-data breach, an incident affecting the AI system and an ordinary service outage should not be collapsed into one undefined term.

7. Address intellectual property and third-party claims

The contract should distinguish rights in customer inputs, supplier technology, configurations, fine-tuning, documentation, feedback and outputs. It should also allocate responsibility for claims involving training material, output, trademarks, confidential information and third-party components. Broad statements that the customer “owns the output” may be insufficient if the supplier cannot grant exclusivity or if protectability depends on applicable law and human contribution. Ownership language should be assessed together with applicable copyright rules, which may require sufficient human authorship for copyright protection.

8. Control subcontractors, subprocessors and model dependencies

An AI service may depend on model providers, cloud infrastructure, safety services and specialist subprocessors. The contract should identify the relevant chain, require notice of material changes and preserve appropriate objection or termination rights. For personal data, the subprocessor mechanism must align with Article 28 GDPR and any applicable international-transfer safeguards.

9. Regulate model and policy changes

Suppliers often reserve broad rights to modify models, acceptable-use policies and technical features. The customer should seek prior notice of material changes, enough information to reassess the deployment and a remedy when a change materially reduces functionality, alters data use, affects compliance or creates an unacceptable risk.

10. Connect liability to the risks that matter

Liability provisions should be read together with warranties, indemnities, insurance and remedies. A general cap may be commercially unsuitable for confidentiality breaches, unlawful data use, IP claims or deliberate misconduct, while unlimited liability for every model error may be unacceptable to a supplier, particularly where outputs remain subject to human review. The negotiated position should reflect control, foreseeability, fees, insurance and the consequences of the intended use.

11. Preserve suspension, termination and transition rights

The contract should explain what happens if the service becomes prohibited, materially non-compliant, insecure or unsuitable for the agreed purpose. Exit terms should cover data and prompt export, configuration records, transition assistance, continuing access where necessary, deletion, certification and surviving confidentiality or audit duties.

12. Align the whole contract suite

The main agreement, order form, specification, DPA, security schedule, service levels and online policies should be checked together. An order of precedence is important where one document allows training while another prohibits it, or where a linked policy can be changed unilaterally. Our broader contract review checklist explains the commercial clauses that remain relevant alongside the AI-specific controls.

Customer and supplier priorities are not identical

A customer usually seeks transparency, stable functionality, control of its data, evidence for compliance and practical exit rights. A supplier needs a defined intended use, customer cooperation, restrictions against misuse, protection for reusable technology and a liability position proportionate to fees and control. A balanced contract should not hide this tension. It should identify which party can prevent, detect and remedy each risk.

Practical experience: how Atrium approaches an AI contract review

A typical client mandate begins with the operating facts, not a generic AI checklist. Atrium Romanian Lawyers first maps the proposed use, data flows, parties, model dependencies and decisions affected by the tool. We then review the full contract suite, identify provisions that do not match the deployment and separate mandatory compliance points from negotiable commercial risk.

The work may include a priority risk report, tracked changes, replacement clauses and a negotiation list for the business and technical teams. Particular attention is given to training rights, confidentiality, GDPR roles, security incidents, documentation, model changes, intellectual property, liability and exit. This section describes our review method and does not disclose any client’s confidential facts.

AI vendor contract checklist before signature

Document the system, intended use, users and decision context.
Complete the AI Act role assessment and determine whether the deployment may involve prohibited, high-risk, transparency or other regulated AI use cases.
Map personal data, confidential information and international transfers.
Collect the main agreement, order, DPA, security schedule and linked policies.
Confirm whether customer data, prompts or outputs may be used for training.
Test whether supplier documentation supports the customer’s compliance duties.
Define relevant performance measures, limitations and human oversight.
Align incident notification with legal and operational deadlines.
Review IP ownership, licences, third-party material and claims.
Control material changes to models, policies, locations and subcontractors.
Model liability for realistic failure scenarios.
Plan suspension, export, transition and deletion before deployment begins.

Frequently asked questions

Does every AI vendor contract need a GDPR DPA?

No. A DPA is required where the factual relationship meets the controller-processor conditions under Article 28 GDPR. Other arrangements may involve independent or joint controllers. The roles should be assessed from the actual processing, not only from the labels in the contract.

Can an AI supplier use customer prompts to train its model?

That depends on the contract, product settings, supplier role, transparency and applicable data-protection and confidentiality rules. The agreement should state clearly which data may be used, for what purpose, for how long and whether an effective opt-out or enterprise isolation applies.

Does an AI Act clause transfer compliance responsibility to the supplier?

No. A contract can allocate tasks, information duties, warranties and remedies, but it cannot remove statutory obligations imposed on a party by law. Each operator should understand and perform the duties attached to its own role.

Should the contract name the underlying AI model?

Usually, the system and relevant dependencies should be described with enough precision to understand what is being supplied. If the supplier may change the underlying model, the contract should address notice, testing, material degradation, data implications and the customer’s available remedies.

Who owns AI-generated output?

The answer depends on the contract, the output, applicable intellectual-property law, human contribution and third-party material. The agreement should distinguish ownership from a licence to use and should address infringement claims and supplier restrictions.

Can a Romanian lawyer review a foreign vendor’s English-language AI contract?

Yes, where the agreement concerns a Romanian company, Romanian operations or applicable EU and Romanian requirements. The scope should identify whether separate advice is needed for clauses governed exclusively by another country’s law.

Negotiating an AI vendor contract connected with Romania?

Atrium Romanian Lawyers assists customers and technology suppliers with AI, SaaS and IT contract review, drafting and negotiation, including GDPR, security, intellectual-property, liability and exit provisions.

Discuss the contract with a Romanian lawyer

Disclaimer: This article provides general information and does not constitute legal advice. The appropriate contract and compliance analysis depends on the system, intended use, data, parties, operator roles, applicable law and complete contract suite.

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

Unpaid invoices in Romania and commercial debt recovery

28Apr

Unpaid Invoices in Romania (SRL Guide): Legal Recovery Options

by Simona Rotaru Debt Collection in Romania

Commercial debt recovery · Romania

Unpaid Invoices in Romania (SRL Guide): Legal Recovery Options

A Romanian company dealing with an unpaid invoice should decide quickly whether to request payment, negotiate, use the payment-order procedure, bring an ordinary claim or enter an insolvency proceeding as a creditor. The correct route depends on the contract, evidence, objections, debtor’s position and value of the claim.

This guide is general information for Romanian companies and foreign businesses with Romanian counterparties. The current procedural, tax and insolvency position should be checked for the specific claim before filing.

Primary procedural reference: Romanian Code of Civil Procedure. Law no. 72/2013 and Law no. 85/2014 should be checked in their current form in the Portal Legislativ.

What is the fastest legal route for an unpaid invoice in Romania?

There is no universally fastest route. A payment order under the Romanian Code of Civil Procedure can be suitable for a due, payable and undisputed monetary claim supported by written evidence. If the debtor raises a genuine defence, ordinary litigation may be necessary. If the debtor is insolvent, the creditor must follow the insolvency procedure and its deadlines.

Before court

Verify the contract, delivery or performance evidence, invoice, due date, notices, limitation issues and the debtor’s current solvency before choosing a procedure.

Payment order

Consider the special procedure when the debt is certain, liquid and due and the available documents support the claim. It is not a substitute for complex factual disputes.

Ordinary claim

Use a standard civil claim when the debt, performance, defects, set-off, termination or amount is genuinely disputed or the remedy goes beyond a payment-order application.

Important: a formal demand, a court application and enforcement are different steps. A lawyer should assess the evidence and debtor’s position before a company promises a recovery date or incurs filing costs.

How should an SRL assess an unpaid invoice?

The first task is to convert the invoice into an evidence file. The relevant question is not simply whether an invoice was issued, but whether the creditor can prove the underlying obligation, performance or delivery, acceptance, due date and amount still outstanding.

Select the point that determines the next legal decision.

Build the evidence

Collect the contract, purchase order, invoice, delivery or acceptance record, correspondence, account statement and proof of any partial payment.

Question	Evidence to collect	Why it matters	Possible consequence
Was there a binding obligation?	Signed contract, order, accepted offer or reliable correspondence.	Shows the legal basis for payment and the parties’ agreed terms.	Weak proof may require ordinary litigation rather than a simplified route.
Was performance completed?	Delivery notes, acceptance, timesheets, reports, emails or technical records.	Connects the invoice to the goods or services supplied.	Defects, non-acceptance or set-off may create a genuine dispute.
Is the amount due?	Invoice, due date, payment schedule, credits and account reconciliation.	Clarifies the principal, interest, penalties and disputed balance.	An uncertain or conditional amount may not fit a payment-order application.
Has the debtor’s position changed?	Public insolvency information, returned mail, failed payments and enforcement data.	Determines whether ordinary collection remains commercially sensible.	Insolvency may redirect the creditor to a proof-of-claim process.

What legal recovery options are available?

A creditor may begin with a calibrated payment request or settlement proposal. This is not a universal mandatory pre-action step for every commercial claim, but it can clarify the debtor’s position, preserve the chronology and avoid proceedings where payment is still realistic.

Where the claim is due, liquid and supported by written evidence, the creditor may consider the payment-order procedure regulated by Articles 1014–1025 of the Romanian Code of Civil Procedure. The procedure is designed for payment claims based on a contract or another written instrument. The court may reject the application or direct the dispute toward ordinary litigation where the legal conditions are not satisfied or the defence requires a full examination.

An ordinary claim may be more appropriate where the debtor disputes delivery, quality, completion, termination, calculation, set-off or liability. It may also be required where the creditor seeks remedies that cannot be obtained through a payment-order application. The pleadings and evidence should be prepared around the actual dispute, not around the label placed on the invoice.

After an enforceable title is obtained, enforcement is a separate phase. The creditor may need an enforcement strategy based on identifiable assets, bank accounts, receivables, movable or immovable property and competing creditors. A judgment does not guarantee immediate recovery if the debtor has no recoverable assets.

Payment request

Use a clear statement of the amount, legal basis, due date, payment details and deadline, while preserving proof of delivery and avoiding unsupported threats.

Payment order

Assess whether the documentary record supports a due monetary claim and whether a genuine defence is likely to require ordinary proceedings.

Ordinary litigation

Use a standard claim for contested facts, complex contractual remedies, damages, set-off or evidence that cannot be fairly resolved in the special procedure.

Evidence, limitation and the commercial value of the claim

Invoice recovery should begin with a limitation and value assessment, not only with drafting a demand. The general limitation period for many civil claims is three years, but the starting point, interruption, suspension and applicable special rule depend on the legal relationship and the facts. The creditor should calculate the period from the relevant due date and review any acknowledgments, partial payments, settlement discussions or proceedings that may affect it.

Evidence must be preserved in the form in which it was created. Keep the original contract and annexes, order forms, delivery documents, acceptance records, correspondence, electronic metadata where relevant, payment history and proof that notices were received. A translated summary may help an international client, but it should not replace the underlying document when the original is needed to prove the transaction.

The debtor’s objection should be identified before a procedure is chosen. A refusal to pay is not always a legal defence, while an objection about non-performance, defects, delivery, authority, prescription, set-off or termination may change the entire case. The creditor should also check whether the invoice was issued by the contracting entity, whether the claim was assigned, whether guarantees exist and whether another company in the group is actually liable.

Finally, compare the expected recovery with the cost and time of action. A smaller debt may justify a formal demand and settlement process, while a larger or strategically important claim may justify litigation and enforcement preparation. Cross-border debt adds jurisdiction, service, applicable law, translation and recognition issues. No route should be presented as guaranteed merely because the invoice appears unpaid.

Recovery route	Best starting point	Main legal risk	Control before filing
Payment request or settlement	Debt is commercially recoverable and the debtor may still engage.	Admission, waiver or unclear settlement language.	State the legal basis, amount, reservation of rights and payment terms precisely.
Payment-order procedure	Due monetary claim supported by written evidence.	Genuine defence or insufficient documentary proof.	Test certainty, liquidity, maturity and likely objections under the Code of Civil Procedure.
Ordinary civil claim	Disputed performance, amount, liability or contractual remedy.	Limitation, jurisdiction, evidence gaps or disproportionate cost.	Map the cause of action, evidence, remedy, court fee and enforcement value.
Insolvency claim	Formal insolvency proceedings have been opened against the debtor.	Missed deadline, incomplete proof or low recovery ranking.	Follow the court decision, administrator notices and creditor-table timetable.

Interest and recovery costs for late B2B payments

For commercial transactions within the scope of Law no. 72/2013, late-payment interest and the fixed recovery-cost compensation may be available under the statutory conditions. The applicable interest rate is not a permanent number. It depends on the reference rate in force for the relevant period and should be calculated for the actual dates, currency and transaction.

The contract may contain its own interest or penalty clause, but the clause must be checked for validity, proportionality, applicable mandatory rules and the relationship between contractual and statutory remedies. A creditor should not copy an old rate from an earlier article or assume that the same rate applies throughout a long period of delay.

The fixed recovery-cost amount is not a substitute for proving the principal debt, and it does not automatically resolve questions concerning legal costs, contractual penalties, VAT or damages. The invoice file should separate principal, contractual interest, statutory interest, fixed compensation and recoverable procedural costs.

Practical control: calculate interest only after confirming the due date, any grace period, partial payments, suspension or dispute, applicable reference rate and the legal basis for the amount claimed.

What if the debtor enters insolvency?

When insolvency proceedings are opened, the creditor must stop treating the matter as an ordinary collection exercise. The creditor should check the court decision, the insolvency administrator, the deadline fixed for lodging claims and the information published in the insolvency proceedings. The applicable deadline is not a universal 30-day period copied into every case. It is determined by the insolvency court’s decision and the applicable provisions of Law no. 85/2014.

The creditor should prepare the proof of claim with the contract, invoices, delivery evidence, account reconciliation, notices, interest calculation and any security. Missing the deadline, filing an incomplete claim or failing to monitor the creditor table can materially affect participation in the proceedings.

VAT treatment is a separate accounting and tax question. The creditor should coordinate any adjustment under the Romanian Fiscal Code with its accountant and verify the conditions, dates and documentation. A legal recovery strategy should not present a VAT correction as automatic merely because an invoice remains unpaid.

Select the debtor status to see the immediate control.

Still operating

Confirm the debt, send a measured demand, assess settlement and decide whether a payment order or ordinary claim is commercially justified.

Four mistakes that weaken invoice recovery

Using the wrong procedure

A payment order is not designed to decide every dispute about performance, defects, termination, set-off or complex damages.

Copying old rates

Interest rates, filing fees and procedural rules may change. Verify the current amount instead of relying on a previous calculation.

Promising a fixed result

A legal title and an actual recovery are different outcomes. Solvency, assets, security and competing creditors determine the practical result.

Other recurring problems include accepting partial payments without reconciling the balance, losing delivery evidence, sending notices from an unclear entity, overlooking a limitation issue, failing to preserve proof of receipt and treating a foreign debtor as if it were subject to the same jurisdiction and enforcement route.

Unpaid invoice recovery checklist for a Romanian company

Identify the contracting parties, signatory authority, applicable law, jurisdiction and any arbitration clause.
Collect the contract, order, invoice, delivery or acceptance documents, correspondence and payment record.
Reconcile the principal, credits, partial payments, interest, contractual penalties and fixed recovery compensation.
Check whether the debtor has raised a genuine defence concerning performance, quality, termination, set-off or amount.
Verify limitation, insolvency status, security, enforcement history and the likely value of the claim.
Choose proportionately among demand, settlement, payment order, ordinary litigation, European procedure or insolvency filing.
Preserve evidence of notices, filing, court communication, the enforceable title and enforcement steps.
Coordinate legal, accounting and tax treatment before making a VAT adjustment or settlement concession.

Frequently asked questions

What is the payment-order procedure in Romania?

It is a special court procedure for certain due monetary claims supported by written evidence, regulated by Articles 1014–1025 of the Romanian Code of Civil Procedure. Its suitability depends on the contract, evidence and whether the debtor raises a genuine defence.

Is a formal demand required before suing for an unpaid invoice?

Not for every commercial claim as a universal rule. A demand may nevertheless clarify the debtor’s position, support the chronology, encourage payment and help quantify the amount before proceedings. The contract and applicable procedure should be checked.

How much interest can a Romanian company claim?

The answer depends on the contract, applicable law, transaction, currency, due date and reference rate for the relevant period. For transactions within Law no. 72/2013, statutory late-payment interest may be available, but the current rate must be calculated rather than copied from an old source.

What happens if the debtor disputes the invoice?

A genuine dispute about delivery, quality, completion, termination, set-off or amount may make ordinary litigation more appropriate than a payment order. The creditor should preserve the evidence and assess the likely defence before choosing the procedure.

What should a creditor do if the debtor enters insolvency?

Check the insolvency court decision, the appointed administrator and the deadline fixed for lodging claims. Prepare and file the proof of claim with supporting documents, then monitor the creditor table and the relevant procedural publications.

Does winning a court case guarantee recovery?

No. An enforceable title establishes a legal basis for enforcement, but actual recovery depends on the debtor’s assets, security, ranking, competing creditors and the outcome of enforcement. The commercial value of the claim should be assessed before proceedings.

Need to recover an unpaid commercial invoice?

A focused review can assess the evidence, debtor status, available procedure, interest calculation and practical enforcement risk.

Book a consultation

Disclaimer: This article provides general information only and does not constitute legal, tax or accounting advice. The correct recovery route depends on the contract, evidence, debtor, amount, applicable law, procedural status and current legal requirements. Obtain a case-specific assessment before filing or making a tax adjustment.

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

Changing shareholders in Romania 2026 legal guide showing business professionals, financial risks, and share transfer process illustration

17Mar

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

by Simona Rotaru Company Formation in Romania, Corporate Law

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

TL;DR: Changing shareholders in a Romanian SRL requires a share transfer agreement, a shareholders’ resolution, an updated Articles of Association, and a Trade Register filing within 15 days. Since December 2025, Law 239/2025 adds a mandatory 15-day ANAF notification for any controlling stake transfer. From 1 January 2026, capital gains tax on direct share sales rises from 10% to 16%. Incomplete documents or missed deadlines can derail funding rounds and trigger significant penalties.

Romanian lawyers discussing corporate shareholder structure in a modern office

Strategic legal consultation for complex shareholder changes in Romanian SRLs.

📹 Video Guide: Changing Shareholders in Romania

Watch this comprehensive video guide covering the essentials of shareholder changes, share transfer procedures, and key legal considerations for Romanian companies in 2026.

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At Atrium Romanian Lawyers, we handle the entire shareholder change process — from drafting documents to Trade Register submission. We advise local clients and international investors on corporate governance, share transfers, and regulatory compliance.

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What Does Changing Shareholders in a Romanian Company Actually Mean?

Earlier this year, one of our long-standing corporate clients came very close to losing an important investment deal. Not because of a financial problem or a contract dispute. Because one outdated name in a shareholder register stood between the company and a signed term sheet.

Changing shareholders in a Romanian SRL (societate cu răspundere limitată, or limited liability company) means transferring părți sociale (social parts, the Romanian term for ownership stakes) from one person or entity to another. This can happen through a sale, a gift, an inheritance, or a new capital subscription. The legal result is a change in the company’s ownership structure, which must be registered with the National Trade Register Office (ONRC).

Aspect	SRL (Limited Liability)	SA (Joint-Stock)
Ownership Units	Părți sociale (social parts)	Acțiuni (shares)
Transfer Method	Written agreement + ONRC filing	Free market trading or private sale
Approval Required	Yes — shareholders’ resolution	Generally no (unless restricted)
AoA Update	Mandatory for every transfer	Not required for each trade
Registration	Must be filed within 15 days	Recorded in shareholder register

Unlike a joint-stock company (SA), where shares trade freely on the market, SRL social parts carry legal restrictions. They represent not just economic value but also voting rights, profit entitlements, and governance influence. A transfer isn’t complete until it’s properly documented and registered. Until that happens, it doesn’t exist as far as third parties are concerned.

This is also why updating the company’s Articles of Association is a mandatory step in every transfer, not an optional formality. If you’re setting up an SRL in Romania, understanding share transfer rules from day one will save you real trouble later.

Romanian shareholders and lawyers discussing corporate structure in a modern office

A comprehensive shareholder meeting ensures alignment before any official transfer filing.

When Is Shareholder Approval Needed for a Transfer?

Under Romanian corporate law, transfers between existing shareholders don’t require separate approval unless the Articles of Association say otherwise. Transfers to outside third parties are a different matter.

Shareholder Approval Rules for Share Transfers Who Is the Buyer? Existing Shareholder No approval needed (unless AoA says otherwise) Third Party (New Investor) 75% approval default (Law 31/1990) AoA Can Override (Law 223/2020) Set any threshold: 51% to 100% — overrides statutory default

Law 31/1990 on companies sets a default threshold requiring approval from shareholders holding at least three-quarters of the share capital. This default only applies when the AoA is silent on the matter.

Since Law 223/2020, shareholders have total freedom to set that approval threshold at any level they choose, directly in the Articles of Association. A company can require a simple majority of 51%, a unanimous 100%, or anything in between.

Law 223/2020 also abolished the old mandatory 30-day creditor opposition window that used to apply after publication in the Official Gazette. Before 2020, third-party transfers routinely took six to eight weeks because of that waiting period. Today, once the shareholders pass the resolution, the parties proceed directly to signing the transfer agreement and filing with ONRC.

This directly affects minority shareholder rights. A lower approval threshold in the AoA makes it easier for a majority to approve a third-party transfer over a minority’s objection. If you’re a minority shareholder, review your AoA carefully before any new investor enters the picture.

A legal professional signing and stamping a share transfer agreement in Romania

Every social part transfer must be documented by an attested or notarized agreement.

Step-by-Step: How to Change Shareholders in a Romanian Company

The process has six core steps. They must be completed in sequence, and each one demands accurate documentation.

6-Step Share Transfer Process

STEP 1 Draft Share Transfer Agreement Must be attested by a lawyer or notarized

STEP 2 Shareholders’ Resolution 75% approval for third parties (or AoA threshold)

STEP 3 Update Articles of Association Reflect new shareholder composition

STEP 4 File with ONRC (within 15 days) ⚠ Incomplete filings are rejected entirely

STEP 5 Update Beneficial Owner (UBO) Separate obligation with separate sanctions

STEP 6 Notify ANAF (controlling stakes) Law 239/2025 — within 15 days of transfer.

ONRC Filing Checklist

✓ Transfer agreement (lawyer-attested)

✓ Shareholders’ resolution (signed minutes)

✓ Updated Articles of Association

✓ ID documents + registration fee proof

⚠ 15-Day Deadline from Shareholders’ Resolution Missing this deadline means the transfer isn’t effective against third parties

Case Study: When Andrei came to us with a folder of incomplete online templates, steps 2, 3, and 4 all contained errors. The shareholders’ minutes used language that contradicted the AoA. The AoA itself hadn’t been updated since incorporation. The inactive shareholder had relocated abroad and was completely unreachable.

We restructured the entire dossier. We issued formal notifications to the shareholder’s last known address, documented every communication attempt to demonstrate due diligence, redrafted the shareholders’ resolution and updated AoA, and submitted a complete and consistent filing. The Trade Register approved the updated shareholding structure within three weeks. The investor transferred funds shortly after, and the company moved forward with its development plans.

What Changed in 2025 and 2026? New Rules You Must Know

Law 239/2025, published in Romania’s Official Gazette on 15 December 2025 and in force from 18 December 2025, introduced two new obligations for controlling stake transfers in Romanian SRLs: a mandatory ANAF notification and, where applicable, a debt guarantee requirement before the Trade Register will accept the filing.

Law 239/2025 — New Obligations for Controlling Stake Transfers 1. ANAF Notification (Mandatory) Transferor, transferee, or company must notify ANAF within 15 days of the transfer date Include: share purchase agreement + updated Articles of Association 2. Debt Guarantee (If Tax Debts Exist) Company or transferee must guarantee full amount of outstanding tax liabilities Options: cash deposit | bank letter of guarantee | insurance policy — enforced after 60 days 3. New Minimum Share Capital Rules New SRLs: minimum RON 500 | Turnover above RON 400,000: minimum RON 5,000 Existing companies above threshold: comply by end of 2027 | Non-compliance → dissolution risk

These changes add meaningful complexity to M&A transactions and investor onboarding timelines. When planning any controlling stake transfer, you need to factor in the time required to obtain tax clearance documentation, not just the drafting and signing process.

What Are the Tax Consequences of a Share Transfer in Romania?

For individual shareholders selling their stake in a Romanian SRL, the taxable gain is calculated as the difference between the sale price and the original acquisition cost of the social parts. Under the Romanian Fiscal Code (Law 227/2015), this gain is classified as capital income.

Scenario	Tax Rate (2026)	Notes
Individual — Direct Sale	16% (was 10%)	Most SRL social part sales; no broker involved
Individual — Via Broker (held >365 days)	3%	Through a licensed financial intermediary
Individual — Via Broker (held <365 days)	6%	Through a licensed financial intermediary
Corporate Seller	16% CIT	Gain included in ordinary profits
Corporate — Participation Exemption	0%	≥10% stake held ≥1 year uninterrupted

Important: Since 1 January 2026, gains from share transfers not performed through a licensed financial intermediary are taxed at 16%, up from the previous 10%. This covers the vast majority of direct SRL social part sales. Individual sellers must declare capital gains through the annual declarație unică, due by 25 May. This is separate from the ANAF notification requirement under Law 239/2025 — both can apply to the same transaction.

Getting the tax side of a share transfer right starts at the structuring stage, before documents are signed. This is one of the areas where the corporate law services side of legal work and the tax side must move together.

Reservation Agreements vs. Pre-Contracts: Understanding Shareholder Approval Thresholds

Approval Threshold	Legal Basis	When It Applies
75% of share capital	Law 31/1990 (default)	Third-party transfers when AoA is silent
Custom threshold (51%–100%)	Law 223/2020	When AoA expressly sets a different threshold
No approval needed	Law 31/1990	Transfers between existing shareholders (unless AoA requires it)
Unanimous (100%)	AoA provision	When founders want maximum control over new entries

Common Mistakes That Delay or Block a Share Transfer

6 Common Mistakes That Block Share Transfers

❌ Generic Online Templates Inconsistent with your AoA → filing rejected;

❌ Outdated Articles of Association Old names, wrong capital figures → whole filing fails;

❌ Missing 15-Day ONRC Deadline Transfer not effective against third parties;

❌ Unchecked Tax Debts ONRC blocks registration without ANAF clearance;

❌ Forgotten UBO Declaration Separate obligation with separate penalties;

❌ Missing Foreign Shareholder Docs Missing apostille or translation → delayed filing.

✅ Solution: Professional Legal Review From the Start

The cost of fixing a rejected filing is always higher than getting it right the first time.

Do You Actually Need a Lawyer to Change Shareholders in Romania?

For most transfers, Romanian law already provides the answer: yes, at minimum, for document attestation. The share transfer agreement for SRL social parts must be attested by a Romanian lawyer or authenticated by a notary. You can’t skip this step regardless of how simple the transaction seems.

Beyond that legal minimum, the honest answer is: it depends on the complexity of your situation. A straightforward sale between two existing shareholders in a clean, debt-free company with a simple AoA is manageable with proper legal support on the documents. A transfer involving a third party, a new investor, a foreign national, an unreachable shareholder, or a company with outstanding tax obligations is an entirely different matter.

It’s also worth considering whether a shareholder agreement in Romania makes sense alongside the transfer. A well-drafted SHA addresses governance, exit rights, and dispute resolution mechanisms in ways the AoA alone doesn’t cover.

The Bottom Line

Changing shareholders in a Romanian company is more than an administrative step. It changes voting rights, tax obligations, and legal relationships simultaneously.

First: Follow the correct sequence from agreement to resolution to AoA update to ONRC filing, within 15 days. Any gap in the chain creates legal exposure.

Second: Know the new rules. Law 239/2025 added ANAF notification obligations and debt guarantees for controlling stake transfers, and capital gains tax on direct share sales now stands at 16%. These rules are in force now, not coming.

Third: Build the documentation correctly the first time. The cost of fixing a rejected ONRC filing or a blocked registration is always higher than the cost of professional legal support at the outset.

Related Guides & Resources

Expand your understanding of corporate and company law in Romania with these complementary guides:

Essential Reading for Corporate Transactions

Company Formation in Romania – Setting up an SRL and understanding share structures from day one
Corporate & Commercial Law – Full corporate law services for governance, transactions, and compliance
Contract Law in Romania – The legal framework governing share transfer agreements and commercial contracts
Litigation & Dispute Resolution – When shareholder disputes require legal proceedings

Romanian Government & Regulatory Bodies

ONRC (Trade Register) – Company registration and shareholder change filings
ANAF – National Agency for Fiscal Administration — controlling stake notifications
Ministry of Justice – Legal oversight and corporate enforcement
Monitorul Oficial – Official publication of Romanian laws and regulations

FAQ – Changing Shareholders in a Romanian Company

Q: How long does it take to change shareholders in a Romanian company?

A: Once the documents are correctly prepared, ONRC typically processes a share transfer registration within 3 to 7 business days.

The 15-day filing deadline runs from the date of the shareholders’ resolution.

For controlling stake transfers requiring ANAF clearance under Law 239/2025, build in additional time for the tax certificate or guarantee approval.

Q: Does a share transfer in an SRL need to go through a notary?

A: Not necessarily. The transfer agreement can be attested by a licensed Romanian lawyer rather than notarized.

Both formats are accepted by ONRC.

Notarization is required when the transfer is structured as a gift (donation) or when the parties choose it for added evidentiary certainty.

Q: What happens if a shareholder is unreachable or refuses to cooperate?

A: The correct legal approach is to issue formal notifications to their last known address, document all communication attempts, and proceed under the legally permitted procedure set out in Law 31/1990.

Thorough documentation of every notification step is what allows the Trade Register to approve the transfer.

Q: Do I need to update the beneficial owner register after a share transfer?

A: Yes, if the transfer changes who the ultimate beneficial owner is.

Romanian anti-money laundering legislation requires companies to maintain an accurate UBO declaration with the Trade Register.

This is a separate obligation from the share transfer filing itself, and failing to comply carries independent sanctions.

Q: Can a non-resident foreigner be a shareholder in a Romanian SRL?

A: Yes. Romanian law places no nationality restrictions on SRL shareholders.

Both non-resident individuals and foreign companies can hold social parts.

However, foreign shareholders must provide authenticated and translated identity documents.

Missing or improperly apostilled documents are one of the most frequent sources of delay in cross-border share transfers.

Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian corporate lawyer to verify current laws and regulations before initiating any shareholder change. Laws and procedures are subject to change, and individual circumstances may vary.

Pre-contract antecontract Romania property purchase legal document and keys on desk

13Mar

Pre-Contract (Antecontract) in Romania: What Every Buyer Must Know Before Signing

by Simona Rotaru Property Law

Pre-Contract (Antecontract) in Romania: What Every Buyer Must Know Before Signing

TL;DR: A pre-contract (antecontract de vânzare-cumpărare) in Romania is a binding preliminary agreement that locks in the price, terms, and timeline of a future property sale, often requiring a promisiune de vânzare. It doesn’t transfer ownership, but it creates real, enforceable legal obligations for both sides. A deposit is typically paid at signing. Getting every clause right protects your money. Don’t sign one without professional legal review, especially for off-plan or developer purchases.

Legal consultation for pre-contract antecontract review at a Romanian law office in Bucharest

Professional legal review of a property pre-contract at Atrium Romanian Lawyers

📹 Video Guide: Pre-Contracts in Romania

Watch this comprehensive video guide covering the essentials of pre-contracts (antecontracte), deposit rules, the Nordis Law, and key considerations for property buyers in Romania.

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At Atrium Romanian Lawyers, we review, negotiate, and draft pre-contracts for buyers at every stage of the transaction. We advise local clients and international buyers on the implications of every clause.

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What Is a Pre-Contract (Antecontract) in Romanian Law?

What is a pre-contract (antecontract) Romania and how does it relate to antecontractul de vânzare-cumpărare?

A pre-contract (antecontract) Romania, often called ”antecontractul de vânzare-cumpărare„ or „promisiunea de vânzare„, is a preliminary agreement in which the parties undertake the obligationto sell and/or buy or the obligation to purchase in the future.

In practice, un antecontract de vânzare-cumpărare it is a document that records key terms—price, subject, term of execution and conditions—so that purchase can be concluded later.

A pre-contract in Romania is a binding preliminary agreement in which both parties commit to completing a property sale at a future date, under terms already agreed.

It creates firm legal obligations now, even though ownership only transfers when the final notarial deed is signed.

Under Romanian contract law, the pre-contract is governed primarily by Articles 1279 and 1669 of the Civil Code. Article 1279 states that a promise to contract must contain all the essential clauses of the intended final contract.

Article 1669 gives a court the power to issue a ruling that substitutes the final notarial deed if one party unjustifiably refuses to sign.

In plain terms: once you both sign a properly drafted pre-contract, neither side can simply walk away without consequences.

Lawyers and courts use the terms “antecontract,” “precontract,” and “promisiune bilaterală de vânzare-cumpărare” interchangeably. They all describe the same legal instrument under the Civil Code.

Type	Who Is Bound	Common Use
Bilateral Pre-Contract	Both buyer and seller	Most common in property transactions; locks in terms for both parties
Unilateral Promise (Seller)	Only the seller	Used when the buyer wants to secure the right to purchase but hasn’t fully committed
Unilateral Promise (Buyer)	Only the buyer	Rare; used when the seller needs certainty of a committed buyer

The pre-contract is not a sale. It does not transfer ownership. It creates a personal obligation to complete the sale under agreed conditions.

Is Signing a Pre-Contract Required When Buying Property in Romania?

Do I need to sign the Antecontract at the Public notary?

While a verbal promise can create obligations, for safety both parties prefer to conclude the pre-contract before a notary in Romania, so that the document is enforceable and can include clauses regarding the transfer of ownership rights.

No, Romanian law does not make the pre-contract mandatory for property purchases.

Parties can go directly to a notary and sign the final sale deed in a single step, if they both choose to.

In practice, though, a pre-contract is used in the overwhelming majority of Romanian property transactions:

When the buyer needs time to arrange financing
When the seller still needs to resolve a title issue
As the standard instrument for off-plan purchases, where the property doesn’t physically exist yet
Banks treat it as a prerequisite for mortgage applications

Signing a pre-contract before accessing credit is standard across the Romanian residential market, as noted by the Banca Națională a României in its Financial Stability Report, which tracks mortgage lending growth tied to preliminary agreements.

If you’re a foreign buyer navigating the Romanian market for the first time, our guide on the full property purchase process in Romania is a good starting point before you sign anything.

What Must a Romanian Pre-Contract Include?

Essential clauses and documents needed before signing

A valid pre-contract must contain all the essential clauses of the intended final sale contract. Without them, the agreement may be unenforceable, or it may leave you exposed to risks that are very difficult to fix later.

Notary signing a pre-contract antecontract for property purchase in Romania

Signing a pre-contract at a Romanian notary office

At minimum, every pre-contract should state:

The full identity of both parties (name, address, and ID or registration number)
A complete description of the property (address, surface area, cadastral number, and land book number)
The agreed total price and currency
The amount paid at signing as a deposit or advance
The deadline for signing the final notarial deed
The consequences if either party defaults
Any suspensive conditions that must be met before the final sale proceeds

Essential Element	Why It Matters
Party Identification	Act de identitate, registration number — prevents identity disputes
Property Description	Address, surface, cadastral number, land book number — ensures the correct property is identified
Price & Currency	Agreed total price — prevents later price manipulation
Deposit Type & Amount	Arvună vs. avans — determines penalty rules if deal falls through
Signing Deadline	Execution term — creates enforceable timeline
Default Consequences	Penalties, deposit forfeiture rules — protects both parties
Suspensive Conditions	Mortgage approval, cadastral registration — protects buyer from losing deposit unfairly

Suspensive conditions are particularly important and often poorly drafted. Common examples include mortgage approval by a specified bank deadline, completion of cadastral registration, removal of a mortgage or annotation from the land book, or the seller obtaining a succession certificate.

Before signing, always verify property ownership and check for encumbrances, annotations, or legal disputes registered against the property in the land book. This step is non-negotiable. For a deeper look, see our article on the property ownership verification process.

Case Study: When we reviewed a pre-contract for an international client purchasing an off-plan apartment, we identified several clauses exposing the buyer to significant financial risk. The deposit conditions were ambiguous about the type of payment made, the developer’s delivery obligations were vague, and there was no suspensive condition protecting the buyer in case of mortgage rejection. We identified these issues and negotiated revisions before any money changed hands.

How Deposits and Advance Payments Work in Pre-Contracts

Romanian law distinguishes between arvuna (earnest money), regulated by Arts. 1544–1546 Civil Code, and simple advance payments (avans), which represent partial payment of the price and are governed only by general contract rules.

Comparison between arvuna confirmatorie deposit and avans advance payment in Romanian pre-contracts

Understanding the legal difference between deposit types in Romanian property law

Aspect	Arvună Confirmatorie (Deposit)	Avans (Advance)
Legal Basis	Articles 1544–1546 Civil Code	General contract law
Function	Mutual penalty mechanism	Partial payment of the price
Buyer Defaults	Seller keeps the deposit	Return depends on contract terms
Seller Defaults	Seller returns double the deposit	Return depends on contract terms
Typical Amount	5%–10% of agreed price	Varies; can be any amount
Buyer Protection	Strong — double return penalty	Weak — no automatic penalty

How the Arvună (Deposit) Mechanism Works BUYER Pays arvună at signing 5–10% PRE-CONTRACT Arvună held SELLER Receives arvună ❌ Buyer Defaults Seller keeps the entire deposit ✅ Seller Defaults Seller must return DOUBLE the deposit Poorly drafted pre-contracts describing a payment as “deposit” without specifying the type can be devastating for buyers.

In practice, deposits in Romanian property transactions typically range from 5% to 10% of the agreed price, as confirmed by Imobiliare.ro’s 2025 market guide for off-plan purchases.

Developer penalty clauses are another area of risk. Many standard developer pre-contracts historically included symbolic delay penalties of 2% to 3% per year, which barely compensated buyers for the real cost of a late completion. This is precisely why the Nordis Law capped advance amounts and introduced construction-milestone-based payment rules.

Reservation Agreements vs. Pre-Contracts: Key Differences

Not every document you’re asked to sign before a property purchase is a full pre-contract. Real estate agencies and developers often present reservation agreements (convenții de rezervare) at an earlier stage.

Aspect	Reservation Agreement	Pre-Contract (Antecontract)
Legal Nature	Shorter, simpler commitment	Full preliminary agreement
Binding Effect	Limited; reserves property for a period	Binding on both parties
Fee/Deposit	Small reservation fee (should be refundable)	Arvună or avans (5–10% of price)
Notarization	Not typically notarized	Notarization strongly recommended; mandatory for off-plan (Nordis Law)
Land Book Registration	Not registrable	Can be noted in the Land Book
Court Enforcement	Limited enforceability	Court can substitute the final deed (Art. 1669)

Before December 2025, reservation agreements were largely unregulated in Romania. Non-refundable reservation fees were common. Buyers whose mortgage applications were rejected often lost their deposit with no legal recourse.

The consumer protection rules enforced by ANPC (Autoritatea Națională pentru Protecția Consumatorilor) already applied to standard-form reservation agreements used with consumers. Abusive clauses could be challenged under consumer law. Our article on abusive clauses in Romanian contracts covers the relevant legal framework.

Case Study: In one recent case, we advised an international client that a document presented as a “standard reservation form” contained a non-refundable clause with no carve-out for mortgage rejection. Had the bank declined the loan for any reason, the client would have lost the entire reservation fee. We renegotiated the clause before any money changed hands, adding an explicit mortgage rejection carve-out and a 30-day refund deadline binding on the agency.

What Happens If One Party Refuses to Sign the Final Contract?

Legal effects and remedies under Romanian law

If either party unjustifiably refuses to sign the final sale deed, the other party has two main options under Romanian law: claim compensation, or ask a court to substitute the contract.

Remedies When a Party Refuses to Sign One Party Refuses to Sign Final Deed Aggrieved party chooses remedy ⚖️ Specific Performance Art. 1669(1) Civil Code Court ruling substitutes the final deed 💰 Claim Damages Arvună rules apply Seller default → buyer gets 2× deposit

Under Article 1669(1) of the Civil Code, a court can issue a ruling that replaces the final notarial deed, effectively forcing the transaction through. This is specific performance in Romanian law. It’s available when the pre-contract contained all essential clauses, the requesting party fulfilled their own obligations, and the refusal is unjustified.

The statute of limitations for bringing this action is generally three years from the date the final contract was due to be signed.

The enforceability of a pre-contract in practice depends almost entirely on how well it was drafted. Courts have dismissed enforcement claims where the pre-contract lacked a clear deadline, a precise property description, or an unambiguous agreed price.

Pre-Contracts for Off-Plan Purchases: What Changed in December 2025

Off-plan residential construction project in Bucharest Romania subject to Nordis Law protections

Off-plan construction projects are now subject to stricter buyer protections under the Nordis Law

The Nordis Law, officially Law 207/2025, published in the Official Gazette no. 1133/08.12.2025, entered into force on 11 December 2025. It was a direct legislative response to the Nordis developer scandal, in which buyers paid large advance sums for apartments that were never delivered.

Key Protections Introduced by the Nordis Law

Nordis Law — Off-Plan Payment Milestone Rules STEP 1: Pre-Conditions Building permit in land book ✓ | Preapartamentare (separate unit entries) ✓ | Notarized form only ✓ STEP 2: Sale Promise Signed at Notary Notary must request land book notation on the same day (or next working day) STEP 3: Payments Into Dedicated Account Funds must go into a bank account used exclusively for the specific project Structural Frame → max 25% Released after verified completion Installations → further 20% Released after installations verified

Developers must now satisfy a set of cumulative conditions before they can sign any promise to sell:

The building permit must be recorded in the land book
Each individual unit must have its own separate land book entry through preapartamentare (pre-apartmentation)
All sale promises must be concluded in notarized form only
The notary is required to request land book notation of the sale promise on the same day of authentication

Advance payments must go into a dedicated bank account used exclusively for the specific project. Funds can only be released based on verified construction milestones. Misuse of advance funds is punishable by a fine of 1% of the developer’s annual turnover.

Important: The Nordis Law doesn’t cover option agreements, conditional sale contracts, joint venture development arrangements, and letters of intent. For those instruments, the general Civil Code rules apply without the specific financial protections. Professional review of developer construction contracts remains essential even after the Nordis Law came into force.

Case Study: In one of our mandates representing a foreign buyer in negotiations with a developer, the standard pre-contract contained no delivery deadline, no penalty clause for delays, and a clause allowing the developer to withdraw on 30 days’ notice without returning the full advance. We restructured the agreement around verified construction milestones, negotiated placement of the buyer’s payments into a dedicated account, and built in a refund guarantee. The model we insisted on for that client is substantially what the Nordis Law now requires by default.

How to Register a Pre-Contract in Romania’s Land Book

Romanian Land Book Cartea Funciara documents for pre-contract registration and property notation

Land Book (Cartea Funciară) documentation and cadastral records for property notation

Registering a pre-contract in Romania’s Land Book (Cartea Funciară) as a notation is not legally mandatory for all pre-contracts, but it is strongly advisable for any buyer.

Land Book Registration: Why It Matters ❌ WITHOUT Registration Binds only you and the seller Seller can sign another pre-contract Seller can borrow against the property Your position is severely weakened ⚠ No priority over later-registered interests ✅ WITH Registration Claim visible to all who search Legal priority over later interests Third parties cannot ignore it Registration fee: ~75 lei at OCPI ✓ Maximum buyer protection

The ANCPI (Agenția Națională de Cadastru și Publicitate Imobiliară) manages the land book system in Romania. The fee for registering a pre-contract notation at the local OCPI office is approximately 75 lei.

Under the Nordis Law rules, notaries are required to request land book notation of a sale promise for off-plan units on the same day of authentication. The UNNPR (Uniunea Națională a Notarilor Publici din România) provides guidance on notarization requirements and fees for preliminary property agreements.

Under Article 906 of the Civil Code, a land book notation of a pre-contract can be cancelled if no court action is initiated within six months of the agreed deadline for signing the final deed. Our detailed guide on Land Book registration in Romania covers every step of the process.

The Bottom Line: Don’t Let “Standard” Cost You Thousands

Three things matter most when it comes to pre-contracts in Romania.

First, a pre-contract is not a formality. It creates real, enforceable obligations from the moment it’s signed. The price, the deposit type, the deadline, and the default consequences are all legally binding from day one.

Second, the Nordis Law has meaningfully improved buyer protections for off-plan purchases. But it doesn’t apply to every contractual instrument used in the market, and it doesn’t replace careful due diligence on any individual transaction.

Third, the cost of a professional legal review before signing is a fraction of what it costs to fight a bad pre-contract in court. And it’s far less than the deposit you stand to lose.

Our team at Atrium Romanian Lawyers reviews, negotiates, and drafts pre-contracts for buyers at every stage of the transaction. We advise local clients and international buyers on the implications of every clause, and we represent clients in enforcement proceedings when things go wrong.

Related Guides & Resources

Expand your understanding of property law in Romania with these complementary guides:

Essential Reading for Property Buyers

The Land Registry Process in Romania – Understand property registration requirements
Property Ownership in Romania: Land Registry, Documents & Verification – Verify ownership before signing
Cadastral Documentation in Romania – Why cadastral records are required for all property transactions
Contract Law in Romania – The legal framework governing all contracts, including pre-contracts
Construction Contracts & Works Agreements – Essential guide for developer purchases

Romanian Government & Regulatory Bodies

ANCPI – National Agency for Cadastre and Land Registration
UNNPR – National Union of Romanian Notaries Public
ANPC – National Authority for Consumer Protection
Monitorul Oficial – Official publication of Romanian laws and regulations
BNR (Banca Națională a României) – National Bank of Romania / Financial Stability Reports

FAQ – Pre-Contracts (Antecontracte) in Romania

Q: Can a pre-contract be signed without a notary in Romania?

A: Yes. A pre-contract can be concluded as a private document signed by both parties, without notarial authentication. This is legally valid and creates binding obligations. However, a private-form pre-contract cannot be noted in the Land Book without additional steps, and it carries less evidentiary weight. Recent legislative proposals following the Nordis scandal aim to require stricter formalities for off-plan residential sales, including the possible use of notarized promises of sale. The exact scope depends on the final legislative text.

Q: What happens to my deposit if the bank rejects my mortgage application?

A: It depends entirely on how your pre-contract is drafted. If it contains a suspensive condition expressly tied to mortgage approval and the bank rejects the application within the agreed timeframe, you’re generally entitled to recover the deposit in full. If no such condition was included, the default arvună rules apply: the buyer is treated as having defaulted, and the seller keeps the deposit. This is one of the most common and costly traps for buyers in Romania.

Q: How long is a pre-contract valid in Romania?

A: A pre-contract is valid for the period the parties agree. There is no legal maximum duration. In practice, most pre-contracts for resale properties carry deadlines of 30 to 90 days. For off-plan purchases, timelines are longer and typically tied to construction milestones. A land book notation can be cancelled if no court enforcement action is started within six months of the agreed deadline.

Q: Can I transfer a pre-contract to another person?

A: A pre-contract can generally be assigned to a third party, but only if the agreement expressly permits it or the other party consents in writing. Many developer pre-contracts explicitly prohibit transfer without the developer’s prior written approval. Failing to verify this correctly can leave you without enforceable rights.

Q: Does signing a pre-contract mean I own the property?

A: No. A pre-contract does not transfer ownership. Ownership in Romania transfers only when the final notarial deed of sale is authenticated and subsequently registered in the Land Book. Until that moment, the seller remains the legal owner. This is why Land Book registration of your pre-contract is so important: it doesn’t make you the owner, but it puts the world on notice of your claim.

Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian property lawyer to verify current laws and regulations before signing any pre-contract. Laws and procedures are subject to change, and individual circumstances may vary.

Romania tax debt rescheduling 2026 under Law 239/2025, illustrated by a judge’s gavel, financial charts, digital tax systems, and Romanian flag symbolizing legal and fiscal reform.

8Jan

Romania Tax Debt Rescheduling 2026 – Law 239/2025 Explained

by Simona Rotaru taxes Romania

Romania Debt Rescheduling 2026: Law 239/2025 Explained

Romania is entering a more restrictive fiscal environment in 2026 following the adoption of Law no. 239/2025, published in the Official Gazette no. 1160 of December 15, 2025 and effective as of December 18, 2025.

The reform forms part of a broader effort to strengthen budgetary discipline and improve tax collection, in line with Romania’s European fiscal commitments.

While formally structured as amendments to the Fiscal Procedure Code, the new rules introduce material changes to the practical functioning of tax debt rescheduling.

Mechanisms previously characterized by reduced guarantees and extended tolerance periods have been replaced by stricter eligibility criteria, enhanced enforcement safeguards for the tax authority, and increased personal involvement of individuals controlling indebted companies.

Key Takeaways for Romanian Taxpayers in 2026

Personal Guarantees in Classic Rescheduling: Article 193¹ introduces a mandatory fideiusiune (personal guarantee) for classic tax rescheduling, creating a contractual extension of liability for the guarantor for the duration of the arrangement.
Restricted Access to Simplified Rescheduling: Simplified rescheduling remains available only for lower debt thresholds (up to 400,000 lei for companies and 100,000 lei for individuals) and is subject to higher interest costs.
Shortened Compliance Period: The maximum delay for settling current tax obligations during a rescheduling plan has been reduced from 180 days to 60 days.
Expanded Fiscal Inactivity Grounds: Failure to maintain a Romanian payment account or submit financial statements may lead to fiscal inactivity status and subsequent administrative procedures.
Increased Digital Oversight: SAF-T, e-Factura, and e-VAT reporting data are increasingly used in compliance assessments and rescheduling analyses.

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1. Macroeconomic Background of the Reform

Law no. 239/2025 must be viewed within Romania’s broader macroeconomic context.

Analyses published by the National Bank of Romania and the Fiscal Council point to persistent budget deficits, reduced fiscal space, and rising public debt servicing costs.

In prior years, simplified tax rescheduling was frequently used by companies as a liquidity management tool.

The revised framework signals a policy shift toward ensuring predictability of revenue collection and limiting prolonged reliance on deferred payment of public obligations.

For more information on how this affects business planning, consult our corporate law services or see our company formation guide.

2. Personal Guarantees and Contractual Extension of Liability

The most significant change introduced by Law 239/2025 is Article 193¹ of the Fiscal Procedure Code, which requires the submission of a personal guarantee (fideiusiune) in classic tax rescheduling arrangements.

This mechanism does not abolish the principle of limited liability under company law. Instead, it creates a contractual exception whereby a natural person assumes personal liability toward the tax authority for the fulfillment of the rescheduling obligations.

For detailed guidance on this mechanism, consult the National Agency for Fiscal Administration (ANAF) official guidance.

Who May Be Requested to Guarantee

In practice, tax authorities may require the guarantee to be provided by the individual exercising effective control over the company, typically corresponding to the Ultimate Beneficial Owner (UBO) as defined under Law no. 129/2019 on the prevention and combating of money laundering.

For guidance on shareholder responsibilities, see our shareholder rights guide or shareholder agreement documentation. Guarantees from individuals without substantive decision-making authority may be subject to additional scrutiny.

Legal Form and Enforcement Effects

The fideiusiune must be executed in authentic (notarial) form.

Under Romanian law, such instruments generally qualify as enforceable titles. In the event of default, enforcement measures may be initiated in accordance with the Fiscal Procedure Code and applicable procedural safeguards, depending on the nature of the assets involved.

Applicable Deadlines

The law introduces relatively short timeframes for submitting guarantees, ranging from several days following issuance of the fiscal attestation certificate to longer periods following preliminary approval.

Failure to comply may result in rejection of the rescheduling request and continuation of standard collection procedures.

For timely coordination with notaries, review the Romanian Notaries Chamber resources.

3. Simplified Rescheduling: Thresholds and Conditions

Simplified rescheduling under Article 209¹ remains available, but under narrower eligibility criteria than in prior years.

Applicable Monetary Limits

Legal entities: 5,000 – 400,000 lei
Individuals and unincorporated entities: 500 – 100,000 lei

Debts exceeding these thresholds generally require classic rescheduling, involving additional documentation, financial analysis, and guarantees.

For legal entities, simplified rescheduling is typically available only if the company has been established for at least 12 months.

Learn more about ANAF rescheduling procedures.

Cost of Rescheduling: The interest applicable to simplified rescheduling is approximately 0.02% per day (around 7.3% annually), reducing its attractiveness as a long-term financing substitute.

Compare this with traditional bank lending rates.

4. Ongoing Compliance and the 60-Day Rule

Once a rescheduling plan is approved, taxpayers must remain current with all new tax obligations.

Law 239/2025 reduces the maximum delay for settling such obligations from 180 days to 60 days.

Non-compliance may lead to termination of the rescheduling arrangement, acceleration of outstanding amounts, and potential activation of guarantees, subject to administrative confirmation and procedural rights.

See our compliance monitoring section below.

5. Fiscal Inactivity and Administrative Consequences

The reform expands the grounds on which a taxpayer may be declared fiscally inactive, including:

Failure to maintain a payment account in Romania or with the State Treasury;
Failure to submit annual financial statements within statutory deadlines.

If inactivity persists, the tax authority is required to initiate procedures that may include insolvency or dissolution proceedings, in accordance with applicable legal frameworks.

For insolvency matters, review the Insolvency Law.

6. Digital Reporting and Compliance Monitoring

Romania’s tax administration increasingly relies on digital reporting systems such as SAF-T, e-Factura, and e-VAT.

These systems provide standardized accounting and transactional data used to assess compliance behavior, financial indicators, and risk profiles.

While the law does not mandate automatic decisions based solely on digital data, such reporting plays an important role in administrative analysis and verification processes.

Ensure your company’s digital compliance documentation is up to date.

7. Sectoral Impact and Transactional Considerations

Certain sectors—such as construction, retail, and pharmaceuticals—may face additional challenges due to longer commercial payment cycles combined with the shortened fiscal compliance timelines.

In transactional contexts, including share transfers and reorganizations, outstanding tax liabilities may attract increased scrutiny.

Notification obligations and guarantees may be required for tax debts to remain opposable following ownership changes.

For M&A considerations, consult our transactional structuring guide.

Frequently Asked Questions

Q: Can my company avoid providing a personal guarantee for classic rescheduling?▼

In practice, ANAF generally requires a personal guarantee for classic rescheduling arrangements, subject to the specific circumstances of the taxpayer and applicable administrative practice. The guarantee must be provided by the individual exercising effective control (typically the UBO as per Law no. 129/2019). For more information on shareholder obligations and control structures, consult our corporate law services. Refusal to provide a required guarantee may result in rejection of the rescheduling request and continuation of standard collection procedures.

Q: What happens if I exceed the 60-day compliance window during rescheduling?▼

Exceeding the 60-day grace period for settling current tax obligations can lead to the following consequences, subject to administrative confirmation:

Termination of the rescheduling arrangement
Acceleration of the entire outstanding debt
Potential activation of personal guarantees, in accordance with the Fiscal Procedure Code
Resumption of standard collection and enforcement procedures

Action: Maintain strict internal tracking of all current tax payment deadlines during any rescheduling period.

Q: Is my company eligible for simplified rescheduling?▼

Simplified rescheduling is available if your company meets all of the following:

Outstanding tax debt is between 5,000 and 400,000 lei (for companies)
Company has been established for at least 12 months
No requirement to provide a personal guarantee

For individuals, the threshold is 500 – 100,000 lei. If your debt exceeds the limit, classic rescheduling (with guarantee) is required. Check ANAF’s official guidance for detailed eligibility requirements.

Q: What does “fiscal inactivity” mean and what are the consequences?▼

A company is declared fiscally inactive if:

It fails to maintain a payment account in Romania or with the State Treasury, OR
It fails to submit annual financial statements within statutory deadlines

Consequences include initiation of administrative procedures that may lead to insolvency or dissolution proceedings. Prevention: Ensure your company maintains an active Romanian payment account and submits all financial statements on time.

Q: How much does simplified rescheduling cost?▼

The interest rate for simplified rescheduling is approximately 0.02% per day, which equates to roughly 7.3% annually. This relatively high rate reduces its attractiveness as a long-term financing tool compared to traditional commercial financing. Review current lending rates from the National Bank of Romania for comparison.

For classic rescheduling, interest rates are typically lower and may vary based on the specific arrangement negotiated with ANAF. For further information on tax law and planning, consult our specialized services.

Q: How is the personal guarantee enforced?▼

The fideiusiune (personal guarantee) must be executed in authentic notarial form (contact the Romanian Notaries Chamber). Under Romanian law, such instruments qualify as enforceable titles, granting ANAF enhanced enforcement rights in case of default:

Enforcement mechanisms follow the procedures set out in the Fiscal Procedure Code, which provide the tax authority with enhanced enforcement rights compared to ordinary civil claims
The guarantor’s personal assets may be subject to attachment and enforcement
Procedural safeguards apply in accordance with the Civil Procedure Code
The guarantee remains enforceable for the entire duration of the rescheduling arrangement

Q: What role do digital reporting systems (SAF-T, e-Factura, e-VAT) play?▼

ANAF uses data from these systems to:

Assess your compliance behavior and financial capacity
Evaluate your risk profile for rescheduling eligibility
Monitor your activities during an existing rescheduling arrangement
Detect inconsistencies or red flags in reporting

While automated decisions are not mandatory, accurate and timely submission of SAF-T, e-Factura, and e-VAT reports is an important factor in the overall assessment of rescheduling eligibility. Review ANAF’s digital compliance requirements.

Q: Can I change the guarantor once rescheduling is approved?▼

The law does not explicitly address substitution of guarantors after initial approval. In practice, ANAF may require consent or may require a new authentic guarantee instrument. Any change should be coordinated with your tax advisor and ANAF before implementation to avoid complications or loss of rescheduling status.

Q: Are there any deadlines for submitting the guarantee?▼

Yes. The law introduces tight deadlines ranging from several days following issuance of the fiscal attestation certificate to longer periods after preliminary approval. Missing these deadlines typically results in:

Rejection of the rescheduling request
Loss of provisional rescheduling status
Resumption of standard collection procedures

Action: Coordinate guarantee preparation with a notary in advance. Contact the Romanian Notaries Chamber to ensure timely submission.

Disclaimer: This article is provided for general informational purposes only and does not constitute legal or tax advice. The analysis is based on Law no. 239/2025 and publicly available information as of January 2026. Application of the law may vary depending on individual circumstances, administrative practice, and subsequent guidance or case law. Professional advice should be obtained before taking any action based on this content.

30Dec

The Developer’s Checklist: Mastering Construction Contracts & Works Agreements in Romania

by Simona Rotaru Consulting

The Developer’s Checklist: Mastering Construction Contracts & Works Agreements in Romania

Navigating the intricacies of construction contracts in Romania requires a comprehensive understanding of Romanian law and the specific nuances of the construction sector.

This guide serves as a checklist for developers and investors involved in construction projects in Romania, offering insights into construction contracts, works agreements, standard forms, and key considerations for successful project execution.

📹 Video Guide: Construction Contracts in Romania

Watch this comprehensive video guide covering the essentials of construction contracts, regulatory compliance, and key considerations for developers and investors in Romania.

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At Atrium Romanian Lawyers, we assist clients with corporate & commercial law, construction contracts, works agreements, and construction dispute resolution.

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Understanding Construction Contracts in Romania

Definition and Importance of Construction Contracts

A construction contract in Romania is a legally binding agreement, typically classified under Romanian law as a works agreement (contract de antrepriză), between two or more parties that outlines the scope of construction work, the obligations of each party, and the payment terms.

The object of the contract is to define the responsibilities and rights concerning a construction project, in accordance with the Romanian Civil Code.

Construction contracts in Romania are crucial for establishing project expectations, allocating risk, and providing a contractual framework for dispute resolution under Romanian law.

As a specialized subset of contract law in Romania, construction agreements must comply with mandatory civil law provisions while addressing sector-specific requirements.

Types of Construction Contracts in Romania

Several types of construction contracts are used in Romania, depending on project structure and risk allocation.

These include design and build contracts, EPC contracts, and contracts based on standard forms such as FIDIC contracts.

Understanding these distinctions is important for selecting an appropriate contractual framework for a construction project in Romania.

The chosen contract type influences procurement strategies, risk management, and project governance, including compliance with public procurement procedures where applicable.

For property and real estate development, proper contract selection is essential to protect your investment.

Standard Forms of Construction Contracts

Use of Standard Contract Templates

In Romania, standard forms of construction contracts are frequently used, particularly in complex or international construction projects.

These contracts are often based on international models and offer familiarity for foreign investors and contractors.

Standard construction contracts must be reviewed and, where necessary, amended to ensure compliance with mandatory Romanian civil law provisions and project-specific legal requirements.

Their use does not override Romanian law, particularly in public construction projects.

FIDIC Contracts in Romania

Are FIDIC contracts enforceable in Romania? Yes, provided they comply with mandatory Romanian civil law and public procurement rules where applicable.

FIDIC contracts, developed by the International Federation of Consulting Engineers, are widely used in Romania, particularly for infrastructure and publicly funded projects.

Romanian law does not formally recognize FIDIC as a legal standard, but FIDIC-based contracts are enforceable when compliant with mandatory Romanian law.

In public procurement contexts, FIDIC provisions are frequently substantially amended by statute, especially in relation to variations and claims, payment mechanisms, engineer’s role, and dispute resolution.

Key Aspects of Works Agreements in Romania

Essential Elements of a Works Agreement

A works agreement in Romania should clearly define the object of the contract, including the scope of construction work, timelines, and technical requirements.

While Romanian law does not impose a fixed list of essential clauses, clarity on payment schedules, variation procedures, liability for defects, and dispute resolution mechanisms is essential for proper contract performance.

Performance bonds or guarantees may be included where required by the parties, lenders, or public authorities, but they are not mandatory elements under Romanian civil law.

Parties Involved in Construction Agreements

Construction agreements in Romania typically involve the beneficiary (beneficiar), the contractor (antreprenor), and, where applicable, subcontractors performing specialized construction work.

In public construction projects, the beneficiary is a contracting authority, and the involvement of parties is governed by public procurement legislation, which may restrict contractual freedom and impose mandatory clauses.

Contractual Obligations and Rights

Romanian construction contracts must clearly define the contractual obligations and rights of the parties.

These include obligations relating to execution of construction work, payment of the contract price, cooperation, and compliance with technical and legal standards.

Both parties have rights under Romanian law, including the right to claim damages, penalties, suspension, or termination in case of breach, subject to the Romanian Civil Code.

Navigating Romanian Construction Law

Overview of Romanian Construction Regulations

Construction projects in Romania are subject to a regulatory framework covering zoning, building permits, safety standards, and technical compliance.

Romanian law governs these requirements, and non-compliance may lead to administrative sanctions or suspension of works.

Investors involved in construction projects in Romania must ensure compliance with applicable construction regulations to avoid delays or legal complications.

Before commencing any construction work, ensure that proper cadastral documentation and property ownership verification are in place, as these form the legal foundation for obtaining construction permits.

Public Procurement Procedures in Construction

Public procurement procedures for construction work in Romania are governed primarily by Law no. 98/2016 on public procurement and related secondary legislation, which transpose EU procurement directives into Romanian law.

These procedures impose mandatory rules regarding contract award, performance guarantees, amendments, and payment mechanisms.

Compliance with public procurement procedures is essential for contractors participating in public construction projects in Romania.

Construction Disputes in Romania

Common Sources of Disputes

Construction disputes in Romania commonly arise from contract interpretation, payment issues, variations, delays, or construction work quality.

Understanding these risk factors helps developers and contractors mitigate conflicts throughout the project lifecycle.

Dispute Resolution Mechanisms

Construction contracts often include dispute resolution clauses providing for litigation before Romanian courts or arbitration, in accordance with Romanian civil law.

Romania is a party to the New York Convention, enabling enforcement of foreign arbitral awards, subject to public policy limits.

When construction disputes arise, litigation and dispute resolution services can help protect your interests.

Can international arbitration be used in Romanian construction contracts? Yes. Romania is a party to the New York Convention, allowing recognition and enforcement of arbitral awards, subject to public policy exceptions and statutory limits in public contracts.

Effective Contract Management Strategies

Construction Contract Management Best Practices

Effective management of construction contracts in Romania requires careful drafting, monitoring of performance, and proper documentation of variations and claims.

A well-managed construction contract helps mitigate risks related to time overruns, cost increases, and disputes, protecting both parties throughout the construction project.

Risk Management in Construction Contracts

Risk management in Romanian construction contracts involves identifying and allocating risks related to design, ground conditions, regulatory changes, and force majeure events.

Romanian law allows contractual risk allocation, subject to mandatory statutory limits and public policy considerations.

Dispute Avoidance and Resolution Techniques

Clear contractual clauses, regular communication, and proactive management can reduce the risk of construction disputes in Romania.

When disputes arise, mediation or arbitration may offer efficient alternatives to litigation, depending on the contractual framework and project type.

Specialized Contract Types in Romanian Construction

EPC Contracts: Structure and Implications

EPC contracts in Romania are commonly used for large-scale and infrastructure projects.

These contracts allocate significant responsibility to the contractor for design, procurement, and execution.

However, under Romanian law, risk transfer is not absolute, and liability remains subject to statutory limitations, force majeure provisions, and agreed contractual caps.

Design and Build Contracts in Romania

Design and build contracts are widely used in Romania, particularly in private construction projects.

Under this model, a single contractor assumes responsibility for both design and construction, based on employer-defined requirements.

This contractual approach reduces coordination risks when properly structured and provides clear accountability for project delivery.

Useful Resources & Links

Romanian Government & Regulatory Bodies

ONRC (Trade Registry) – Company registration and construction permits
Ministry of Justice – Legal oversight and contract enforcement
Ministry of Development – Construction regulations and standards
Monitorul Oficial (Official Gazette) – Official publication of Romanian laws and regulations

Construction & Dispute Resolution

CCIR (Chamber of Commerce and Industry) – Domestic arbitration and contract dispute resolution
ICC (International Chamber of Commerce) – International arbitration services
VIAC (Vienna International Arbitration Centre) – International arbitration
FIDIC – International Federation of Consulting Engineers
New York Convention – Recognition and enforcement of foreign arbitral awards

Legal Resources & International Construction Law

ICLG – Construction & Engineering Law Report: Romania – Comprehensive overview of Romanian construction law
Global Arbitration Review – Construction Arbitration in Romania – Expert insights on dispute resolution
Global Legal Insights – International Arbitration in Romania – Current arbitration procedures and enforcement

Atrium Romanian Lawyers Services

Related Guides & Resources

Expand your understanding of construction and property law in Romania with these complementary guides:

Essential Reading for Construction Projects

The Land Registry Process in Romania – Understand property registration requirements for development projects
Service Contract Requirements in Romania – Related contractual frameworks and mandatory compliance elements
Property Ownership in Romania: Land Registry, Documents & Verification – Verify ownership and documentation before construction commences

FAQ – Construction Contracts & Works Agreements in Romania

Q: Do construction contracts in Romania need to be in written form?

A: Written form is not generally required for validity under Romanian civil law in private projects but is mandatory in public procurement and strongly recommended for evidentiary and enforcement purposes.

Q: What are the main types of construction contracts used in Romania?

A: Romanian practice includes traditional works contracts, design and build contracts, EPC/turnkey contracts, and various pricing structures such as lump-sum and unit price agreements.

The choice depends on project structure, risk allocation, and regulatory requirements.

Q: Are FIDIC contracts enforceable in Romania?

A: Yes, provided they comply with mandatory Romanian civil law and public procurement rules where applicable.

FIDIC contracts are widely used in Romania, especially for infrastructure and publicly funded projects.

Q: What is the regulatory framework for public construction projects in Romania?

A: Public procurement procedures for construction work in Romania are governed primarily by Law no. 98/2016 on public procurement and related secondary legislation, which transpose EU procurement directives into Romanian law.

Q: What are common sources of construction disputes in Romania?

A: Construction disputes in Romania commonly arise from contract interpretation, payment issues, variations, delays, or construction work quality.

Proper contract management and clear documentation can help mitigate these disputes.

Q: Can construction disputes be resolved through arbitration in Romania?

A: Yes. Both domestic and international arbitration are commonly used, subject to statutory limitations in public projects.

Romania is a party to the New York Convention, enabling recognition and enforcement of foreign arbitral awards.

Q: What law governs construction contracts in Romania?

A: Substantive contractual issues are governed by the Romanian Civil Code, while disputes and enforcement are governed by procedural law.

Public procurement contracts are also subject to Law no. 98/2016 on public procurement.

Conclusion: Mastering Construction Contracts in Romania

Construction contracts and works agreements in Romania require careful legal and commercial planning.

Developers and contractors must understand Romanian construction law, select appropriate contract types, manage risks, and ensure regulatory compliance.

Early involvement of legal and technical advisers is essential for minimizing construction disputes in Romania and ensuring successful project delivery.

Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian construction lawyer to verify current laws and regulations before finalizing your construction contracts. Laws and procedures are subject to change, and individual circumstances may vary.

Smiling Romanian lawyer holding a legal book with text “Register Company Name in Romania” on a bright background

30Oct

Register Your Company Name in Romania

by Simona Rotaru Company Formation in Romania, Corporate Law

Company formation in Romania

Registering a Company Name in Romania

Before incorporating a Romanian company, founders normally need to check and reserve an available company name with the National Trade Register Office (ONRC).

This guide explains the legal role of name reservation, the main restrictions, the filing routes available to foreign founders and the steps that follow once the reservation has been issued.

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Company name reservation in Romania: a practical overview for founders.

Short answer: name reservation is an early company-formation step, but it is not the same as incorporating the company and it does not replace a trademark search. The reserved name must still be used within the applicable period and accepted in the context of the incorporation filing.

What Does Company Name Reservation Mean?

Company name reservation is the procedure through which the ONRC checks the proposed name against the applicable legal requirements and records the availability of the name for the applicant. The applicant normally submits several alternatives in a stated order of preference.

The reservation is connected to a future registration application. It does not, by itself, create a company, confer legal personality or prove that the name is available as a trademark, domain name or social-media handle.

What the Name Reservation Does and Does Not Protect

It supports the incorporation file

The proof of availability or reservation is used in the next stage of the company-registration process, together with the constitutional documents and other required information.

It is not trademark registration

A company name and a trademark serve different legal functions. A separate trademark clearance and registration strategy may be needed if the name is important to the business.

It is not an unlimited exclusivity right

The legal effect of the reservation is limited by the applicable company and Trade Register rules. Similarity, misleading elements, protected terms and the later incorporation file may still matter.

Key Legal Requirements for a Romanian Company Name

The proposed name must be sufficiently distinctive and must comply with the rules applicable to the chosen legal form. The name should not be identical or confusingly similar to a name already recorded, and it should not mislead third parties about the company, its activities or its relationship with a public authority.

Use a name that can be distinguished from existing registered names.
Include the legal form where required, such as SRL or SA.
Avoid protected or restricted words unless the required prior approval is available.
Do not imply an official connection with Romanian public authorities.
Check whether the proposed name creates conflict with an existing brand or trademark.
Prepare alternatives because availability is assessed against the ONRC records.

Does the name have to contain a Romanian word?

There is no safe basis for presenting a general rule that every company name must contain a Romanian word. The analysis depends on the proposed wording, the legal form, distinctiveness, public-order restrictions and the applicable ONRC practice. A foreign-language name should therefore be checked rather than automatically treated as prohibited or acceptable.

Restricted or sensitive terms

Certain protected terms, including terms referring to public authorities or regulated sectors, may require prior approval under applicable Romanian law or may be rejected when they suggest a protected institution or official connection. The exact assessment depends on the wording and context. For a sensitive name, the approval requirement should be checked before the filing is submitted.

How to Reserve a Company Name in Romania

Define the business and legal form

Clarify whether the planned entity is an SRL, SA or another registrable structure. The legal form affects the required designation and the incorporation documents.

Prepare several name options

Prepare a ranked list of alternatives. Each option should be checked for distinctiveness, restricted wording, misleading references and possible trademark conflicts.

Submit the name-reservation request

The request may be handled through the ONRC service channels, including the online portal where the applicable technical and identity requirements are met. The applicant should use the current ONRC form and instructions.

Respond to any clarification or rejection

A name may be rejected because it is unavailable, insufficiently distinctive, misleading or subject to an approval requirement. A new proposal may then be submitted.

Use the reservation in the incorporation file

Once the reservation document is available, continue with the articles of association, registered office, beneficial-owner information, activity codes, declarations and other documents required for incorporation.

Online Filing, Electronic Signatures and Foreign Founders

Cross-border filing checkpoint

Romanian citizenship is generally not required for shareholders or founders of a Romanian company. Depending on the filing route, they may act personally or through an authorised representative.

An online filing does not automatically mean that every document may be signed in the same way. The current ONRC portal rules and the form of each document must be checked before submission.

ONRC route

The application may be submitted online, at the counter or through another permitted channel, subject to the current technical and procedural requirements.

Foreign documents

Documents may require a Romanian translation, authentication, apostille or legalisation, depending on their origin and type.

Representation

A representative may act only with the authority and in the form required by the applicable rules. A power of attorney should be checked before it is signed abroad.

Where a founder does not meet the technical requirements for direct online filing, representation may be considered. Banking, identity checks, immigration formalities and sector-specific approvals may still require separate steps.

How Long Is the Reservation Valid?

The reservation document is not indefinite. Applicants should verify the validity period stated in the reservation document itself and in the current ONRC procedures. The incorporation application should be prepared and filed within that period.

Because the reservation period, portal workflow and procedural requirements may change, this page does not present a fixed deadline as universally applicable without checking the current ONRC information. An expired reservation may require a new request and a fresh availability assessment.

Costs and Filing Fees

The total cost depends on the filing route, the services requested and the documents involved. It may include an ONRC service tariff, publication costs where applicable, translation or legalisation costs and professional fees. The exact amount should be confirmed against the current ONRC tariff schedule and the specific application.

For this reason, the former fixed estimate of EUR 5–10 should not be treated as a current universal fee for every name-reservation case.

What Happens After the Name Is Reserved?

Name reservation is only one stage of company formation. The next steps may include:

Registered office

Choose and document the registered office in accordance with the current ONRC requirements.

Articles of association

Prepare the constitutional documents and confirm the company’s ownership and management structure.

CAEN activities

Confirm the company’s activities under the current CAEN classification and identify any sector-specific authorisations.

Beneficial owner

Identify the beneficial owner and prepare the relevant declaration or information for the incorporation file.

Share capital

Organise the share capital and any other corporate information required for the chosen legal form.

Complete filing

Submit the complete incorporation application with the ONRC and respond to any request for corrections or additional documents.

Reservation does not guarantee that the complete incorporation file will be admitted. The Trade Register authorities may examine the full application and may request corrections or additional documents.

How Atrium Romanian Lawyers Can Help

Atrium Romanian Lawyers assists foreign founders with the practical and legal steps involved in establishing a business in Romania, including:

Name assessment

Review of proposed names, legal-form wording, distinctiveness issues and potential red flags.

ONRC preparation

Preparation and coordination of the reservation and incorporation documentation, including foreign-founder formalities.

Formation strategy

Advice on the SRL structure, registered office, activities, representation and the documents needed for the next stage.

Discuss Your Company Formation

Frequently Asked Questions

Can a foreigner reserve a company name in Romania?

Yes. Romanian citizenship is generally not required for shareholders or founders of a Romanian company. The filing route, identification documents and representation formalities must be checked for the specific case.

Does name reservation create a company?

No. It is an early step connected with the future incorporation filing. The company obtains legal personality only after the incorporation is admitted and registered.

Is a reserved company name protected as a trademark?

No. Company-name reservation and trademark protection are separate matters. A trademark clearance should be considered before investing in branding or launching the business.

Do I need a qualified electronic signature?

Not every possible filing route has the same signature requirements. The answer depends on the ONRC channel, the person signing, the documents and the applicable technical rules. The current portal instructions should be checked before filing.

What if the proposed name is rejected?

The applicant may need to submit another proposed name or correct the application, depending on the reason for rejection. A rejection does not necessarily prevent the company from being incorporated under another compliant name.

Can I reserve a name and incorporate later?

Yes, but the reservation is subject to a limited validity period. Applicants should verify the validity period stated in the reservation document itself and in the current ONRC procedures, and the complete incorporation file should be prepared before the reservation expires.

Related Company Formation Resources

Official reference: The ONRC is the institution responsible for the Romanian Trade Register and publishes the current forms, procedures and service information on its website and online portal.

Disclaimer: This page provides general information only and does not constitute legal advice, a legal opinion or the creation of a lawyer-client relationship. Legal solutions depend on the specific facts and documents involved.

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

27Oct

How to Start a Limited Liability Company (SRL) in Romania – Updated for 2026

by Simona Rotaru Company Formation in Romania

How to establish a Romanian SRL in 2026

A Romanian limited liability company is not created by completing one standard form. The founders must settle the ownership, management, registered office, activities, capital and beneficial ownership before filing a consistent incorporation application with the Trade Register.

A reliable incorporation file starts with coherent founder decisions and ends with the operational steps required after registration.

Short answer: an SRL is the most common Romanian company form for startups, SMEs and foreign-owned subsidiaries. In 2026, a newly incorporated SRL must have share capital of at least RON 500. Registration is only the first stage: banking, accounting, tax, employment and sector-specific requirements must be addressed separately.

What is a Romanian SRL?

An SRL, or societate cu răspundere limitată, is a Romanian legal entity whose share capital is divided into participation interests. As a general rule, the shareholders’ exposure is limited to their agreed contributions, while the company owns its assets and assumes its own contractual obligations.

Limited liability is not absolute protection against every personal risk. A shareholder or administrator may still face exposure under personal guarantees, director-liability rules, tax or insolvency provisions, unlawful distributions or abusive conduct. Governance and signing authority therefore matter from the incorporation stage.

This guide focuses only on the SRL. Foreign investors comparing an SRL with an SA, branch or representative office should first review our main page on company formation in Romania for foreign founders.

Which decisions must the founders make before filing?

OwnershipIdentify the shareholders, participation percentages, capital contributions and ultimate beneficial owners.

ManagementAppoint the administrator or administrators and define whether they represent the company separately or jointly.

ActivitiesSelect the principal and secondary activities under the official CAEN Rev.3 classification and check whether the proposed activity needs a Romanian business permit or licence.

Registered officeSecure a Romanian address and a legally valid document proving the company’s right to use it. For the documents commonly used in the incorporation file, see our foreign-founder document checklist.

GovernanceAgree voting rules, reserved matters, profit distribution and procedures for conflicts. A 50/50 structure should include a workable shareholder-deadlock mechanism.

FundingSet the share capital and distinguish it from shareholder loans, future investment and working capital.

Common formation riskUsing a standard articles-of-association template without adapting representation powers, voting rules or transfer restrictions. Registration may succeed while the company is left with avoidable governance problems.

What is the minimum share capital for an SRL in 2026?

Following Law no. 239/2025, the minimum share capital for a newly incorporated SRL is RON 500. Older references stating that an SRL may be incorporated with RON 1 or without an effective minimum are no longer current.

Law no. 239/2025 also establishes a minimum share capital of RON 5,000 for an SRL whose reported net turnover for the previous financial year exceeds RON 400,000. Existing companies falling within that rule must observe the statutory adjustment period. The applicable amount should therefore be checked both at incorporation and when the company’s turnover changes. The implementation steps are discussed separately in our guide to a Romanian company capital increase.

Situation	Minimum capital	Practical consequence
Newly incorporated SRL	RON 500	The articles of association and capital structure must reflect at least this amount.
SRL with reported net turnover above RON 400,000	RON 5,000	The company must bring its capital into line with the statutory rule within the applicable period.
Additional business funding	Commercial decision	Share capital should not be confused with shareholder loans or the actual operating budget.

Under Law no. 31/1990, an SRL must pay at least 30% of the subscribed capital no later than three months after registration and before commencing operations in its own name. The remaining cash contribution is payable within 12 months after registration, while the remaining in-kind contribution is payable within no more than two years.

Capital is not the complete formation budgetFounders should separately budget for translations, apostilles or legalisation, registered-office arrangements, professional fees, banking, accounting, publication charges and any licences required for the intended activity.

What documents are generally required?

The precise filing depends on the founders, administrator, office and activities. A standard SRL incorporation usually requires or relies on:

the Trade Register incorporation application;
proof of company-name reservation;
the articles of association;
documents proving the right to use the registered office;
identity documents for individual shareholders and administrators;
current registry extracts, constitutional documents and corporate approvals for a corporate shareholder;
statutory declarations concerning operating conditions and other legally required matters;
beneficial-owner information or a separate declaration, where required;
evidence of authority for the person signing or filing the application; and
any approvals, opinions or documents required by the proposed name or regulated activity.

The official list and current forms should be checked on the National Trade Register Office website immediately before filing. A missing mandatory element may result in rejection rather than an informal opportunity to complete the file. Founders can prepare the file using our separate checklists for reserving a Romanian company name and drafting Romanian articles of association.

What changes when a shareholder is foreign?

Foreign individuals and companies may generally hold participation interests in a Romanian SRL. Romanian citizenship or residence is not, by itself, a general ownership condition. However, foreign documents must be assessed for validity, authority, legalisation or apostille and authorised Romanian translation.

A foreign corporate shareholder may need a recent registry extract, its constitutional documents, a resolution approving the Romanian investment and evidence that the signatory can bind it. The exact formalities depend on the issuing state, applicable treaties and the document used. Our document checklist for foreign founders explains the preparation issues in more detail.

The ownership chain must also be traced to the natural persons who ultimately own or control the company. The applicable tests and filing deadlines are explained in our updated guide to the beneficial owner declaration in Romania.

Company ownership is not immigration statusIncorporating or owning an SRL does not automatically grant a foreign founder the right to enter, reside or work in Romania. Immigration and work-authorisation requirements require a separate analysis.

How does the Romanian SRL formation process work?

Trade Register approval creates the company, but banking, tax, accounting and operational compliance continue after registration.

Define the structureSet ownership, management, activities, capital, governance and the post-registration plan.

Reserve the nameSubmit suitable alternatives and obtain proof of availability through ONRC.

Secure the registered officePrepare the lease, loan-for-use agreement or other valid title to the premises.

Prepare the incorporation fileDraft the articles and collect the founder, administrator, corporate and beneficial-owner documents.

Submit the applicationFile at the counter, by post or courier, or electronically under the signature and format rules.

Complete operational setupAddress capital payment, bank onboarding, accounting, tax registrations, authorisations, contracts and employment.

Can the SRL application be submitted online or through a lawyer?

Yes. Under Law no. 265/2022 on the Trade Register, an incorporation application may be filed at the counter, through post or courier, or electronically. Electronic documents must comply with the qualified-electronic-signature requirements. A lawyer may sign or submit the application on the basis of a legal-services mandate and may transmit documents prepared by the lawyer under the statutory procedure.

The available electronic services can be accessed through ONRC MyPortal. Remote incorporation is possible in many cases, but foreign-document formalities, bank identification, regulated activities and immigration matters may require additional steps.

How long does SRL registration take?

The Trade Register states that a complete registration application is generally resolved by the registrar within one working day after registration of the application. This procedural period is not a guaranteed end-to-end formation time.

Name reservation, document preparation, foreign legalisation, translations, correcting inconsistent information, obtaining a registered office and responding to registrar requirements may extend the project. Bank onboarding and licences also occur outside the basic incorporation decision.

Use a two-part timelineSeparate the time required to obtain the Trade Register decision from the total time required for the company to become operational. A registered SRL may not yet be ready to invoice, employ staff or perform a regulated activity.

What does it cost to establish an SRL?

There is no reliable universal package price. The total depends on the founders and documents involved. A realistic budget may include:

the subscribed share capital;
official publication or registration-related charges generated for the file;
translations, apostilles, legalisation or notarial formalities;
legal assistance and representation;
registered-office costs;
bank, accounting and tax-advisory services; and
licensing or sector-specific costs.

According to the ONRC information published on 30 April 2026, the tariff for publication in the Official Gazette is calculated and paid after the registration application is admitted. A generic statement that every SRL has a fixed “state fee of EUR 50” should therefore not be used.

What must be done after the SRL is registered?

The registration certificate does not complete every business requirement. Depending on the project, the founders should address:

Post-registration area	Questions to resolve	Main risk if ignored
Capital and banking	Capital payment, operating account, signatories, bank KYC and the steps for a Romanian business bank account for a non-resident	The company cannot use the intended banking arrangements or misses a statutory contribution deadline.
Accounting and tax	Accounting engagement, tax vector, VAT analysis, reporting calendar and ongoing Romanian tax registration and compliance	Late filings, incorrect invoicing or unsuitable tax treatment.
Activity authorisation	Whether the declared CAEN activities may be performed at the office, third-party sites or outside a fixed location	The company is registered but not authorised to conduct the intended activity.
Contracts and governance	Customer, supplier, employment, administrator and shareholder arrangements	Operational exposure and internal disputes begin before protections are documented.
Regulated sectors	Licences, notifications, professional requirements or foreign-investment screening	The business starts an activity before regulatory clearance.

Tax positions should be checked against the current ANAF guidance and electronic services. VAT registration, payroll reporting and the applicable corporate or microenterprise regime depend on facts that are not resolved merely by incorporating the SRL.

Which SRL formation mistakes cause delays or future disputes?

choosing CAEN codes without checking whether the activity is regulated or may be authorised at the selected location;
submitting foreign documents that are outdated, improperly legalised or inconsistently translated;
using unclear joint or separate representation powers for multiple administrators;
treating share capital as the complete operating budget;
failing to identify indirect beneficial owners;
assuming that incorporation grants immigration or work rights;
using generic voting clauses in a 50/50 company without a workable deadlock solution; and
waiting until after registration to address banking, accounting, tax or licensing requirements.

Where there are several founders, the articles should be coordinated with a properly drafted Romanian shareholder agreement. Administrators should also understand the exposure explained in our guide to Romanian company director liability.

Need assistance establishing an SRL in Romania?

Atrium Romanian Lawyers assists Romanian and foreign founders with company structuring, articles of association, beneficial ownership, registered-office documentation, Trade Register filings and post-incorporation corporate work.

Request Legal Assistance View Corporate Legal Services

Frequently asked questions

What is the minimum share capital for a new Romanian SRL in 2026?

The minimum share capital for a newly incorporated SRL is RON 500. A separate RON 5,000 minimum applies to SRLs whose reported net turnover for the previous financial year exceeds RON 400,000, subject to the statutory adjustment rules.

Can a foreigner own 100% of a Romanian SRL?

In general, yes. Romanian citizenship or residence is not a general condition for owning an SRL. The founder’s documents, beneficial ownership, applicable foreign-investment rules and any regulated-sector restrictions must still be checked.

Can an SRL have one shareholder and one administrator?

Yes. An SRL may generally have a sole shareholder, who may also be appointed administrator. The articles should still regulate the company’s activities, capital, representation and beneficial-owner information correctly.

Is a Romanian bank account required before incorporation?

The banking sequence must be coordinated with the applicable capital-payment rules and the chosen bank. The company must pay the required portion of subscribed capital within the statutory period and before commencing operations in its own name.

Can the SRL be incorporated remotely?

Often, yes. The application may be submitted through an authorised representative or electronically where the signature and document-format requirements are met. Foreign formalities, bank KYC, licences or immigration steps may still require separate action.

Does Trade Register registration mean the SRL can immediately perform every declared activity?

No. Certain activities require additional authorisation, licences, notifications, qualified personnel or suitable premises. Registration and operational authorisation must be checked separately.

Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct formation process depends on the founders, ownership structure, activities, documents and legislation in force when the application is prepared.

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

7Oct

Foreigners’ Fiscal Registration: NIF Code in Romania 2026

by Simona Rotaru Corporate Law, taxes Romania

Romanian fiscal registration • 2026

NIF code in Romania: the practical guide for foreign individuals

A Romanian NIF is a tax identification number assigned to a natural person who does not hold a Romanian CNP and must be identified in the Romanian tax system. The correct registration route depends on the person, the transaction and the reason Romanian fiscal identification is required.

A NIF connects a person without a Romanian CNP to a defined Romanian fiscal reason and ANAF record.

Short answer: the NIF, or număr de identificare fiscală, is the Romanian fiscal identifier used for a natural person who does not have a Romanian personal numerical code (CNP). It is obtained only when a Romanian tax or registration reason exists. A NIF does not itself create tax residence, immigration status, employment rights or a Romanian company.

What is a NIF code in Romania?

Under the Romanian fiscal-registration framework, a natural person who does not hold a CNP may be identified through a fiscal identification number assigned by the tax authority. In practice, this number is commonly called a Romanian NIF or Romanian tax identification number.

The governing framework includes Law no. 207/2015 on the Fiscal Procedure Code and the ANAF orders governing fiscal-registration forms. The NIF should be treated as an identifier within the tax administration system, not as a general identity document.

The decisive distinction is whether the person has a CNPThe current Form 030 is for natural persons who do not hold a Romanian CNP, except individuals carrying on independent economic activities or liberal professions, for whom a different registration route may apply. It is not a form reserved for non-EU citizens.

NIF, CNP, CIF and VAT number: what is the difference?

Identifier	Who or what it identifies	What it does not prove
NIF	A natural person without a CNP who must be identified for Romanian fiscal purposes.	It does not prove Romanian citizenship, residence, work authorisation or tax residence.
CNP	A natural person to whom a Romanian personal numerical code has been assigned under the applicable civil or immigration framework.	It does not automatically determine the person’s tax residence in a cross-border case.
CIF/CUI	A company, organisation or another registered taxpayer or entity, depending on the legal context.	It is not the personal NIF of a foreign shareholder or director.
VAT number	A person or entity registered for Romanian VAT under the applicable rules.	A NIF does not automatically confer VAT registration.

Foreign founders should also distinguish their personal fiscal identification from the registration number of the Romanian company. The incorporation process is explained separately in our guides to company formation in Romania and starting a Romanian SRL in 2026.

Who may need a Romanian NIF?

A foreign individual does not need a NIF merely because they visit Romania or communicate with a Romanian business. A concrete Romanian fiscal or registration relationship must be identified first. Depending on the facts, a NIF may be required or requested in connection with:

Romanian-source income

The person receives income that must be reported or administered in Romania and does not already have a CNP.

Property transaction

A non-resident becomes a party to a Romanian property transaction requiring fiscal identification.

Property ownership

The owner must be identified for Romanian tax records, local obligations or a later disposal.

Corporate involvement

A transaction, filing or tax record involving a foreign shareholder, director or beneficiary requires personal fiscal identification.

Bank or payer process

A Romanian credit institution or income payer is legally involved in the fiscal-registration route.

Other tax obligation

A specific Romanian tax rule requires the individual to be registered with ANAF.

These are categories for preliminary assessment, not automatic rules. For example, owning shares in a Romanian company and personally receiving Romanian-source income are different legal events. The relevant transaction and reporting obligation should be identified before a Form 030 file is prepared.

Avoid obtaining a number without defining its purposeA generic request may be delayed if the competent authority, registration reason, supporting documents or representative are not correctly identified. The starting question is not simply “Does a foreigner need a NIF?” but “Which Romanian legal or fiscal event requires this person to be registered?”

When is Form 030 used?

The current ANAF catalogue describes Form 030 as the fiscal-registration, amendment or deregistration declaration for natural persons who do not hold a CNP, other than persons carrying on independent economic activities or liberal professions. The form is governed by ANAF Order no. 2034/2022.

Before filing, use the official ANAF forms catalogue to confirm that the form and instructions have not been replaced. The official Form 030 PDF and instructions should be used rather than an older copy from an unofficial website.

Form 030 has three different functionsIt may be used for initial fiscal registration, for amendments to information already declared, or for deregistration after a CNP is assigned. The appropriate box and supporting information depend on the actual purpose of the filing.

Which documents are normally prepared?

The exact file depends on the applicant, the fiscal reason and who submits the declaration. A practical document review commonly considers:

the current Form 030, completed consistently with the supporting documents;
a valid passport, identity card or other accepted identity document;
the individual’s complete foreign domicile or address information;
the tax identification number in the state of residence, if one exists and is relevant to the form;
a document showing why Romanian fiscal identification is needed, where requested or useful for establishing the registration basis;
the power of attorney or other authority for the person or institution submitting the file;
Romanian translations and, where applicable, authentication, legalisation or apostille formalities; and
contact details and any additional information requested by the competent tax office.

A Romanian address is not universally required. A person applying under Form 030 may retain a foreign domicile, and the appropriate address evidence depends on the individual file and the tax office’s review. The document supporting the registration reason may be a transaction document, an income-related record or another document appropriate to the case.

How does the Romanian NIF registration process work?

Stage 01

Tax reason

Define the Romanian income, asset, transaction or obligation that creates the registration need.

The correct route begins with the fiscal reason, not with a generic request for a number. Select a stage to view its role in the file.

Confirm the registration triggerIdentify the income, asset, transaction, corporate event or statutory obligation that requires Romanian fiscal identification.

Check existing identifiersConfirm whether the individual already has a Romanian CNP or NIF and whether Form 030 is the appropriate route.

Identify the competent office and filerDetermine which ANAF office is competent and whether filing is made through an authorised representative, income payer, credit institution or another legally permitted route.

Prepare Form 030 and supporting recordsAlign names, addresses, identity data, foreign tax number, registration reason and authority documents.

Submit and answer queriesKeep proof of submission and respond if ANAF requests clarification, correction or additional documents.

Use and update the record correctlyUse the NIF for the relevant Romanian fiscal matters and submit amendments or deregistration when the legal conditions arise.

Can a lawyer or another representative obtain the NIF?

The Form 030 instructions contemplate filing through an authorised representative or other listed filer rather than treating the application as an unrestricted walk-in request by any person. The authority document and the representative’s capacity must therefore be checked carefully.

A Romanian lawyer may assist with identifying the correct route, preparing the form, reviewing foreign documents, arranging translations and communicating with the competent authority under an appropriate mandate. The scope of the mandate should match the required acts and document formalities.

For clients obtaining a NIF in connection with a company or investment, the fiscal-registration analysis may need to be coordinated with foreign-founder documentation, a Romanian business bank account or the relevant transaction documents.

Can a Romanian notary request fiscal registration?

Yes, in the circumstances covered by the specific procedure approved in 2025. The ANAF procedure for registration requested by public notaries applies where the notary needs the fiscal registration of a non-resident person who does not already have the required Romanian fiscal identifier.

Under that procedure, the notary transmits the required identity, address, foreign tax-number and transaction-reason information through the dedicated system. The competent tax authority checks whether the person is already registered and, if not, assigns the identifier and issues the registration certificate. The stated maximum of five working days applies to requests transmitted under this notarial procedure; it should not be presented as a universal deadline for every NIF application.

Property buyers should coordinate earlyIf a foreign buyer needs a NIF for a Romanian transaction, the lawyer, notary and tax-registration documents should be coordinated before the contractual deadline. Review our Romanian real estate due-diligence checklist and 2026 guide to buying property in Romania.

How long does it take to obtain a NIF?

There is no reliable universal promise of “a few days” for every application. Timing can depend on the filing route, competent office, completeness of the form, identity matching, translations, representative documents and whether ANAF requests clarification.

The special notarial procedure mentioned above provides a maximum five-working-day period for the tax authority to resolve the notary’s transmitted request. A conventional Form 030 file should be planned with a reasonable buffer rather than assuming that the same special deadline automatically applies.

Does a NIF make someone tax resident in Romania?

No. A NIF is an identification number. Romanian tax residence is a separate legal analysis based on the applicable domestic rules, facts and, where relevant, a double-taxation treaty. The number alone neither creates nor prevents Romanian tax residence.

A person who spends time in Romania, moves their centre of vital interests, earns Romanian-source income or maintains connections with several states may require a separate residence review. See our guide to Romanian tax residence and the ANAF materials on double-taxation conventions.

A NIF does not eliminate double taxationTreaty protection depends on residence, source, the type of income, beneficial ownership where relevant, supporting certificates and compliance with the applicable procedure. Merely holding a Romanian NIF does not resolve a treaty claim.

What happens if the person later receives a CNP?

Form 030 also covers deregistration following the assignment of a CNP. The tax record should be aligned so that the same person is not treated inconsistently under separate identifiers. The appropriate amendment or deregistration filing should be made with reference to the new CNP and the existing NIF record.

Changes to declared identity, domicile or contact information may also require an amendment. The correct response depends on the field that changed, the supporting document and the person’s current Romanian registration status.

Which NIF application mistakes cause delays?

using Form 030 solely because the applicant is foreign, without checking whether the person already has a CNP;
describing citizenship rather than the actual Romanian fiscal-registration reason;
using an outdated form or instructions copied from an unofficial source;
inconsistent spelling, name order, birth data or addresses across the passport, form and power of attorney;
omitting the foreign tax identifier when the form and facts require it;
assuming a general or informal authorisation is sufficient for representation;
submitting untranslated documents where Romanian translations are required;
confusing a NIF with tax residence, VAT registration, immigration status or company registration; and
assuming the five-day notarial timeline applies to every registration route.

Use the current official formANAF may update forms and administrative practice. Check the official form catalogue immediately before submission and confirm the competent authority and supporting documents for the particular case.

Need assistance with a Romanian NIF application?

Atrium Romanian Lawyers assists foreign individuals, investors and founders with Romanian fiscal-registration matters connected to property, companies, income and cross-border transactions. We can review the reason for registration, identify the appropriate route, prepare the documentation and coordinate the filing under an agreed legal mandate.

Request a NIF assessment View Romanian tax legal services

Frequently asked questions about the NIF code in Romania

Is the Romanian NIF only for non-EU citizens?

No. Form 030 is organised around whether a natural person has a Romanian CNP, not whether the person is an EU or non-EU citizen. The applicant must also have a Romanian fiscal-registration reason.

Can I apply for a NIF without travelling to Romania?

Remote handling may be possible through an authorised representative or another legally permitted filing route. The power of attorney, identity documents, translations and submission method must be checked for the specific case.

Does a Romanian NIF allow me to live or work in Romania?

No. A NIF is a fiscal identifier. Visas, residence permits and work authorisation follow separate immigration and employment rules.

Do I automatically need a NIF to own shares in a Romanian SRL?

Not every corporate role creates the same registration requirement. The incorporation, ownership, payment and reporting events should be reviewed to determine whether and when personal fiscal identification is needed.

Can a notary obtain the NIF for a property transaction?

A special procedure allows a Romanian public notary to request fiscal registration for a non-resident who lacks a Romanian fiscal identifier when this is required for the notarial matter. The transaction should be coordinated with the notary in advance.

Is Form 030 used if I already have a CNP?

Generally, Form 030 is intended for natural persons without a CNP. ANAF lists Form 020 for Romanian and foreign natural persons who hold a CNP, subject to the scope and exceptions stated in its instructions.

Does obtaining a NIF make me Romanian tax resident?

No. Tax residence depends on separate legal criteria and any applicable tax treaty. A fiscal identification number is not a tax-residence determination.

What should I do if I later receive a CNP?

The existing fiscal record should be aligned with the CNP. Form 030 includes a deregistration function following assignment of a CNP, but the correct filing and supporting documents should be confirmed for the individual record.

Legal information notice: This article provides general information about Romanian fiscal identification. The correct form, competent authority, documents and tax treatment depend on the person and transaction. Confirm the current ANAF requirements before filing.

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

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Explore four deployment scenarios

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Questions examined

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Why does an AI vendor contract need a separate review?

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What if the service relies on a general-purpose AI model?

What clauses should an AI vendor agreement contain?

1. Define the system, version and intended purpose

2. Allocate AI Act and GDPR roles separately

3. Control prompts, files, outputs and training use

4. Make performance, limitations and human oversight usable

5. Require evidence and audit cooperation

6. Coordinate security and incident notification

7. Address intellectual property and third-party claims

8. Control subcontractors, subprocessors and model dependencies

9. Regulate model and policy changes

10. Connect liability to the risks that matter

11. Preserve suspension, termination and transition rights

12. Align the whole contract suite

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Before court

Payment order

Ordinary claim

How should an SRL assess an unpaid invoice?

What legal recovery options are available?

Payment request

Payment order

Ordinary litigation

Evidence, limitation and the commercial value of the claim

Interest and recovery costs for late B2B payments

What if the debtor enters insolvency?

Four mistakes that weaken invoice recovery

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