D&O insurance in Romania illustrated by falling dominoes stopped by a green protective barrier in a boardroom

Directors and officers insurance in Romania can protect managers and companies against certain defence costs and civil claims arising from alleged management errors. It does not cancel a director’s legal duties, guarantee payment of every claim or cover intentional misconduct simply because the allegation concerns a management decision.

D&O insurance claim process represented by corporate files connected through a structured green path — D&O coverage depends on how the insured person, claim, defence costs, exclusions and notification requirements are defined in the policy.

In brief: A D&O policy is a contractual risk-transfer tool, not immunity from Romanian director liability. Coverage usually depends on who is insured, the capacity in which the person acted, when the claim was made and notified, the policy territory, the applicable retention and the exclusions. Companies should review Side A, Side B and any entity cover separately, test insolvency and regulatory scenarios, and coordinate the policy with corporate indemnities, governance documents and the director’s actual role.

This guide is written for Romanian subsidiaries, foreign groups, founders, shareholders and board members assessing management-liability protection. It complements our detailed guide to Romanian company director liability, which explains when personal exposure may arise under company, insolvency and tax law.

What is D&O insurance and what does it protect?

D&O insurance is a liability policy designed to respond to covered claims alleging a wrongful act by an insured director or officer in that management capacity. Depending on the wording, it may fund defence costs and pay covered settlements, judgments or other insured loss. The policy may also reimburse the company where it lawfully indemnifies the individual.

The expression “wrongful act” is usually defined broadly in the policy, but the definition is only the entrance to the coverage analysis. The claim must also fall within the insured persons, insured capacity, policy period, territory and jurisdiction. It must not be removed by an exclusion, and all notification, consent and cooperation requirements must be met.

Coverage architecture

Who receives protection under Side A, Side B and Side C?

Select a coverage side to review its practical function.

Individual protection

Side A is intended to respond for an insured person when the company cannot or is not permitted to indemnify that person, subject to the policy terms.

Coverage section	Who is protected?	Practical question
Side A	The insured director or officer.	Will the policy respond when the company cannot indemnify the individual, including because of insolvency or a legal restriction?
Side B	The company, after it indemnifies an insured person.	Is the indemnity lawful, documented and within the policy definition of reimbursable loss?
Side C	The company itself for specified entity claims.	Is entity coverage limited to securities claims or extended to other claims, and could it dilute the limit available to individuals?
Extensions	Depends on the endorsement.	Are investigation costs, extradition costs, crisis costs, employment-practices claims or retired-director protection actually included?

Is D&O insurance mandatory for Romanian directors?

There is no safe basis for saying that one identical D&O policy is compulsory for every Romanian company and every SRL administrator. The answer depends on the company form, appointment framework, applicable special regulation and corporate decisions.

Article 153¹²(4) of Romanian Companies Law no. 31/1990 applies within the governance regime of joint-stock companies (SA) and should not automatically be assumed to create a general insurance obligation for all SRL administrators. For a limited liability company, the articles of association, shareholders’ decision, mandate terms and any sector-specific legislation should be checked separately.

Romanian law refers to professional liability insurance, while modern D&O insurance is a market product developed by insurers. Although D&O insurance frequently serves this purpose in practice, the legal obligation and the insurance wording should not automatically be treated as identical concepts.

Even where insurance is required by the appointment or corporate framework, a policy bearing the label “D&O” does not automatically satisfy every requirement. The insured roles, limit, territory, duration, run-off protection and exclusions must fit the mandate and risk profile.

Practical distinction: a statutory or corporate requirement to maintain professional-liability insurance and the actual protection delivered by a particular D&O wording are separate questions. The appointment documents and the policy should be reviewed together.

Which Romanian director-liability claims may engage the policy?

A D&O policy may be relevant when a director faces a civil claim, investigation or other covered proceeding arising from alleged conduct in office. Whether it responds depends on the precise policy, not merely on the legal label attached to the dispute.

Potential claim	Romanian legal context	Coverage question
Breach of mandate or company duty	Articles 72 and 73 connect administrators’ duties and liability to mandate rules and statutory obligations.	Is the alleged act within insured capacity, and are defence costs and damages included?
Shareholder or company claim	The company may seek recovery for loss allegedly caused by breach of duty, or shareholders may initiate liability proceedings where permitted by law.	Does an insured-versus-insured or major-shareholder exclusion apply?
Insolvency claim	Article 169 of Insolvency Law no. 85/2014 permits liability orders for specified conduct contributing to insolvency.	Are insolvency-practitioner claims covered, and is there an insolvency or conduct exclusion?
Regulatory investigation	A director may be required to respond to an authority in an official capacity.	When does an “investigation” begin, and are interview or representation costs covered?
Tax-related exposure	Article 25 of the Fiscal Procedure Code contains specific circumstances in which administrators or other persons may incur joint fiscal liability, usually where bad faith is established.	Are defence costs covered even if tax, penalties or the underlying liability are not?
Employment or whistleblowing claim	Managers may be named in allegations concerning workplace decisions or retaliation.	Is employment-practices liability included, excluded or subject to a separate sublimit?

How does a D&O claim move from allegation to payment?

The practical sequence begins before liability is established. Many policies are written on a claims-made or claims-made-and-notified basis. A demand, investigation notice, circumstance or written allegation may trigger immediate notification duties even if no court proceedings have started.

Claim flow

From first allegation to coverage decision

Select a step to see the control that protects coverage.

Detect the trigger

Identify whether a demand, investigation, formal notice or known circumstance falls within the policy’s definitions before treating it as ordinary correspondence.

Preserve the notice. Keep the demand, authority letter, board papers and delivery evidence.
Identify every potentially responsive policy. Check local and global programmes, prior-year policies and any run-off cover.
Notify within the required form and period. Do not wait for a final claim value or court filing if the wording requires earlier notice.
Obtain consent before material defence expenditure or settlement. Emergency-cost provisions should be checked where prior consent is impracticable.
Separate insured and uninsured matters. Allocation may be needed between individuals and the company, covered and uncovered allegations, or several policies.
Protect privilege and cooperation. Coordinate Romanian counsel, broker and insurer communications without disclosing privileged analysis unnecessarily.

What does D&O insurance usually not cover?

Exclusions differ materially between insurers and negotiated programmes. The most important distinction is between an allegation and a final conduct determination. Some policies advance defence costs while allegations are unresolved, then apply a dishonesty or personal-profit exclusion only after a final, non-appealable determination or admission. Other wording may be less protective.

Exclusion map

Where can expected protection disappear?

Select a category to review the main wording risk.

Fraud and personal benefit

Deliberate dishonesty, fraudulent conduct and unlawful personal profit are commonly excluded, but the required determination and severability wording are critical.

Exclusion or limitation	Why it matters	Review point
Dishonesty and deliberate conduct	The most serious allegations may be the ones the policy ultimately excludes.	Check whether exclusion requires a final adjudication and whether one person’s conduct is imputed to others.
Prior knowledge or circumstances	A matter known before inception may fall outside the new policy.	Coordinate proposal disclosures, warranty statements and prior notices.
Insured-versus-insured	Claims by the company or another insured may be restricted.	Check carve-backs for derivative claims, insolvency practitioners, whistleblowers and employment claims.
Fines, penalties and taxes	Some amounts may be excluded from coverage or may be regarded as non-insurable under applicable mandatory law.	Separate defence costs from the underlying payment and verify Romanian mandatory law.
Bodily injury and property damage	These risks normally belong under other liability policies.	Review defence-cost or management-claim carve-backs where relevant.
Sanctions and territorial limits	Cross-border groups may face claims or restrictions outside the expected jurisdiction.	Map subsidiaries, directors’ residences, business territories and local-admitted requirements.

Does D&O insurance cover insolvency, tax liability or criminal proceedings?

Not automatically. These are precisely the scenarios where the difference between defence-cost protection and payment of the underlying liability becomes important.

Under Article 169 of Romanian Insolvency Law no. 85/2014, the court may order persons who contributed to insolvency through listed conduct to bear part or all of the debtor’s liabilities within the causally connected loss. A policy must be checked for insolvency-practitioner claims, conduct exclusions, prior-circumstance provisions and the point at which dishonesty is established.

Tax debts, administrative fines, criminal fines, confiscation and amounts representing unlawful gain may be excluded from coverage or may be regarded as non-insurable under applicable mandatory law. Nevertheless, some policies may cover defence costs for a covered person during an investigation or proceeding until an exclusion is established. The precise wording and Romanian public-policy rules control the answer.

A policy cannot prevent an investigation, prosecution, disqualification, regulatory order or the consequences of a final judgment. Insurance is financial protection within contractual and legal boundaries, not a transfer of public-law responsibility.

What should a Romanian company check before buying or renewing D&O cover?

The best review starts with the company’s actual management structure and claim scenarios, not with the premium alone. A low limit, broad entity cover or weak notification clause may leave directors exposed even where the policy looks extensive on a summary page.

Renewal control

D&O policy review checklist

Select a control area before accepting the wording.

People and entities

Match the definition of insured person to registered administrators, delegated directors, supervisory members, de facto managers and relevant employees.

Review item	Questions to ask	Evidence
Insured population	Are current, former and future managers covered? Are de facto or shadow roles addressed?	Trade Register extract, group chart, delegations and job functions.
Limit and erosion	Do defence costs reduce the aggregate limit? Is there dedicated or excess Side A protection?	Policy schedule, tower structure and defence-cost clause.
Retention	Which retention applies to Side A, Side B, entity claims and investigations?	Schedule and each coverage clause.
Notice	What is a claim or circumstance, where must notice be sent and by when?	Definitions, reporting clause and internal escalation process.
Run-off	What happens after resignation, sale of the company or cancellation?	Discovery-period, change-in-control and retired-director provisions.
Territory and jurisdiction	Does the programme follow Romanian directors into relevant foreign proceedings?	Territorial clause, jurisdiction clause and local policy map.
Exclusions and severability	Can one person’s knowledge or conduct prejudice innocent insureds?	Conduct, application, imputation and severability wording.

How should D&O insurance fit with corporate governance?

Insurance works best when the governance system can show who decided, on what information, under which authority and with which conflict controls. The policy does not replace accurate minutes, authority matrices, financial reporting, compliance escalation or timely insolvency analysis.

Companies should align the policy with the articles of association, director appointment or mandate, shareholder resolutions, group indemnity arrangements and any transaction documents. A share purchase agreement may require run-off cover for outgoing directors, while a shareholder agreement may address nomination rights and insurance commitments. Neither document should promise protection that the policy does not deliver.

Change of control is particularly important. Many policies restrict cover for wrongful acts occurring after an acquisition or other control event. Transaction planning should therefore address tail coverage, continuity dates, notice of known circumstances and the allocation of premium and claims responsibility.

Risk: the most damaging coverage failure is often procedural rather than substantive: a demand is treated as routine correspondence, the insurer is notified late, defence counsel is instructed without consent or a transaction changes control before run-off protection is arranged.

The bottom line

D&O insurance in Romania can be an important layer of financial protection, especially where directors manage material contracts, regulated activity, cross-border operations or financial distress. Its value depends on the wording and the company’s ability to recognise and manage a claim.

The practical review should connect four documents: the legal mandate, the corporate indemnity, the D&O policy and the internal claims protocol. If they use different definitions of director, authority, claim or covered loss, the gap may emerge only when protection is needed.

Frequently asked questions

Does D&O insurance eliminate a Romanian director’s personal liability?

No. It may fund defence costs and certain covered loss, but it does not remove the underlying legal duties or prevent a court, tax authority, regulator or insolvency practitioner from pursuing the director. Coverage remains subject to the policy terms, exclusions and applicable mandatory law.

Is D&O insurance mandatory for every Romanian SRL administrator?

No general conclusion should be drawn for every SRL. Article 153¹²(4) of Companies Law no. 31/1990 applies within the governance regime of joint-stock companies (SA) and should not automatically be assumed to create a general insurance obligation for all SRL administrators. Romanian law refers to professional liability insurance, which should not automatically be treated as identical to a modern D&O policy. For an SRL, the articles of association, shareholder decisions, mandate terms and any sector-specific legislation must be reviewed separately.

Does a D&O policy cover fraud or intentional misconduct?

Policies commonly exclude fraud, deliberate dishonesty and unlawful personal benefit. The important drafting questions are when the exclusion applies, whether a final adjudication is required and whether one insured person’s conduct or knowledge can be attributed to innocent insureds.

Can D&O insurance cover an insolvency claim against a director?

Potentially, but not automatically. The policy should be checked for insolvency-practitioner claims, conduct exclusions, prior circumstances, defence-cost treatment and the insurability of the requested amounts. Liability under Article 169 and insurance coverage are separate legal analyses.

What happens to D&O cover after a director resigns?

Resignation does not erase claims relating to earlier conduct. Coverage depends on the claims-made wording, continuity provisions and any discovery or run-off period. The director and company should coordinate resignation, handover, notice of known circumstances and continued access to policy information.

Are defence costs paid in addition to the policy limit?

Not necessarily. Many policies include defence costs within the aggregate limit, so legal fees reduce the amount remaining for settlement or judgment. The schedule, defence clause, sublimits and any dedicated Side A layer should be checked before relying on the headline limit.

Reviewing D&O cover for a Romanian company?

We can review the Romanian-law liability framework, corporate indemnities, appointment documents and proposed policy wording so that the insurance programme reflects the company’s actual governance and risk profile.

Book a Corporate Consultation

Disclaimer: This article provides general legal and insurance information and does not constitute legal, tax, insolvency, insurance-brokerage or coverage advice. Coverage depends on the policy wording, facts, applicable law and insurer’s assessment.

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

Bucharest business district illustrating a share purchase agreement in Romania

1Sep

Share Purchase Agreement in Romania: Due Diligence, Warranties and Closing Risks

by Simona Rotaru Corporate Law

A share purchase agreement in Romania should do more than record the number of shares and the price. It must connect the buyer’s due diligence findings with the conditions for closing, the seller’s warranties, specific indemnities, price mechanics and the corporate and regulatory steps needed to transfer control safely.

In brief: In a Romanian share deal, the buyer acquires the company with its assets, contracts, employees, licences, debts and historical exposure. The SPA therefore allocates risk between buyer and seller. Due diligence identifies the issues; the contract decides whether they must be corrected before closing, reflected in the price, disclosed against warranties, covered by an indemnity or accepted by the buyer. Romanian corporate approvals, ANAF formalities, merger control and investment screening must be tested early because they can change the signing and closing timetable.

This guide is written for foreign investors, international groups, founders and business owners negotiating the acquisition or sale of a Romanian company. It focuses on private acquisitions of shares or social parts, particularly Romanian limited liability companies (SRLs). Listed-company rules, regulated-sector acquisitions, privatisations and public takeovers require additional analysis.

The article complements our procedural guide to changing shareholders in a Romanian company. That guide covers the Trade Register implementation. This one explains how the commercial acquisition should be investigated, negotiated and protected contractually.

What does a share purchase agreement do in Romania?

A share purchase agreement, commonly called an SPA, is the principal contract under which the seller agrees to transfer and the buyer agrees to acquire shares or social parts in a Romanian company. It identifies the securities, price, conditions, closing process and allocation of risk between the parties.

The agreement operates within Romanian contract law and the mandatory rules applicable to the target’s corporate form. For an SRL, the transfer mechanics must be aligned with Articles 202 and 203 of Company Law no. 31/1990 and the applicable registration formalities before the National Trade Register Office (ONRC).

Deal structure

What does the buyer actually acquire?

Select a route to see how the risk profile changes.

Share deal

The buyer acquires the target entity itself. Contracts and assets generally remain with that entity, but so do its historical liabilities and compliance exposure.

Decision point	Share deal	Asset deal
What transfers	Ownership of the target company.	Identified assets, contracts, liabilities or business components.
Historic liabilities	Remain inside the acquired company and therefore affect the buyer economically.	Generally remain with the seller unless assumed by contract or transferred by law.
Contracts and permits	Usually remain with the same legal entity, subject to change-of-control clauses and regulatory rules.	May require individual assignment, consent, novation or reissuance.
Employees	Remain employed by the target.	A business transfer may trigger employee-transfer rules and information or consultation duties.
Core document	Share purchase agreement.	Business or asset transfer agreement plus asset-specific instruments.

Why must legal due diligence come before the SPA is finalised?

Due diligence should identify the matters that can change the decision to buy, the valuation, the deal timetable or the contractual protection. A report that merely lists documents does not complete the task. Each material finding should be converted into a transaction response.

Share purchase agreement Romania due diligence represented by a green maze with a clear route — Legal due diligence helps the buyer identify risks and determine the appropriate route to a protected transaction. AI-generated illustration.

The scope normally covers corporate title and governance, financing and security, material contracts, real estate, employment, tax, disputes, permits, regulatory compliance, intellectual property, IT, data protection, environmental matters and beneficial ownership. Sector, size and business model determine the emphasis.

Due diligence map

Convert each finding into a deal response

Select a finding to see the appropriate contractual response.

Remediation

Require the seller or target to correct a curable defect before closing and deliver objective evidence that the correction is complete.

Workstream	Key questions	Possible SPA response
Corporate and title	Does the seller own the shares? Do the articles of association create pre-emption rights, and are there pledges, options, capital defects or approval restrictions?	Title warranty, release condition, shareholder waiver, completion deliverable.
Material contracts	Do customers, lenders or suppliers have termination, consent or change-of-control rights?	Consent condition, covenant, retention or price adjustment.
Employment	Are remuneration, dismissals, contractors, collective arrangements and key-person dependencies compliant?	Remediation, employment warranty, specific indemnity, retention plan.
Tax	Are filings complete? Are there audits, arrears, related-party risks or unsupported tax treatments?	Tax covenant, tax warranty, escrow, special indemnity.
IP, technology and data	Does the target own or validly license critical IP? Are cybersecurity and GDPR controls adequate?	Assignment, licence cure, warranty, remediation plan, indemnity.
Disputes and regulation	Are there claims, investigations, licences, sanctions, environmental or sector-specific risks?	Regulatory condition, conduct covenant, indemnity or exclusion from the deal.

Which clauses matter most in a Romanian share purchase agreement?

The SPA should describe the transaction as one coherent mechanism. Definitions, price, conditions, warranties, disclosure, indemnities, limitations, covenants and closing deliverables must work together. Imported English-law wording should not be used without checking how it operates under the chosen governing law and Romanian mandatory rules.

Clause navigator

How does each protection work?

Select a clause family to see its transaction function.

Warranties

Contractual statements about the target, shares and business. Their value depends on scope, disclosure, knowledge qualifiers, repetition, claim rules and available recovery.

Protection	Principal function	Drafting question
Warranty	Allocates risk if a contractual statement about the target or business is inaccurate.	What is warranted, when is it true, and how do disclosure and seller knowledge qualify it?
Specific indemnity	Allocates a defined known or identified exposure.	What event triggers payment, which losses are covered and do general limitations apply?
Condition precedent	Prevents closing until a necessary event, consent or approval occurs.	Who controls satisfaction, what evidence is required, and when may either party terminate?
Pre-closing covenant	Controls how the target operates between signing and closing.	Which actions need buyer consent without giving the buyer unlawful premature control?
Limitation regime	Sets time limits, thresholds, caps, exclusions and claim procedure.	Which claims are carved out, and does the recovery structure match the seller’s credit risk?

How should the purchase price be structured?

The price clause should explain both the headline value and the route from that value to the amount paid. A fixed price is not necessarily simple if debt, cash, working capital, leakage, earn-outs, holdbacks or currency conversion remain unresolved.

Mechanism	How it works	Main negotiation risk
Locked-box	Price is based on historic accounts at an agreed date, protected by a no-leakage covenant.	Reliability of the accounts, leakage definition and permitted payments.
Completion accounts	Price adjusts after closing by reference to closing debt, cash, working capital or other metrics.	Accounting policies, hierarchy of rules, timetable and expert determination.
Earn-out	Part of the consideration depends on future performance or milestones.	Control of the business, metric manipulation, extraordinary items and information rights.
Escrow or holdback	Part of the price is retained or deposited to support identified obligations or claims.	Release triggers, duration, permitted deductions and insolvency protection.

A buyer should not treat escrow as a substitute for a coherent claims regime. The SPA should state whether recovery is limited to the escrow, whether the buyer may set off, how competing claims are handled and what happens when the escrow expires.

What is the difference between signing and closing?

Signing creates the contractual commitment. Closing completes the agreed transfer and payment once the applicable conditions are satisfied or waived. They may occur on the same day in a simple transaction, but regulatory approvals, third-party consents, financing or restructuring often require a split process.

Transaction roadmap

From exclusivity to effective control

Select a stage to review the principal legal control.

Term sheet

Align structure, valuation, exclusivity, confidentiality, process and principal conditions before the parties spend heavily on diligence and drafting.

Which Romanian approvals and filings can affect closing?

The regulatory analysis should begin before the SPA timetable is agreed. A condition drafted after signing cannot restore leverage or time already lost.

Corporate approval and ONRC registration

For an SRL transfer to an outside buyer, Article 202 of Company Law no. 31/1990 applies together with the target’s articles of association. The parties should verify statutory approval thresholds and any pre-emption or consent rights created by the articles of association, as well as pledges and other restrictions. The applicable ONRC registration formalities and the update of the company’s shareholder register should be built into the completion process.

ANAF notification and tax-debt safeguards

The practical scope of Article V of Law no. 239/2025, as amended by Government Emergency Ordinance no. 13/2026, should be verified in light of the transaction structure and current ONRC and ANAF practice. Although the regime was introduced in the context of transfers affecting company control, registration practice during 2026 has raised questions regarding its application to a broader range of SRL share transfers, as discussed in this analysis of emerging ONRC practice. The parties should confirm the current notification, tax-certificate, guarantee and registration requirements before signing and again before filing.

Merger control

An acquisition of sole or joint control may constitute an economic concentration. Under Competition Law no. 21/1996, the Romanian thresholds are generally met where the combined worldwide turnover of the undertakings concerned exceeds EUR 10 million and at least two undertakings concerned each achieved Romanian turnover exceeding EUR 4 million in the previous financial year. The EU Merger Regulation may apply instead where its thresholds are met. Closing before the required clearance can expose the parties to gun-jumping risk.

Investment screening

Romania’s investment-screening regime under Government Emergency Ordinance no. 46/2022 was substantially amended by Government Emergency Ordinance no. 17/2026. The general value threshold is now EUR 5 million, but a transaction below the threshold may still be examined if it may affect security, public order or EU projects or programmes. The rules can apply to EU and non-EU investors, and the filing contribution is EUR 5,000 where an authorisation application is required. Sector, investor, control, value and transaction structure must be screened early.

Sector approvals, lender consents, foreign-subsidy review or contractual change-of-control notices may also be relevant. The SPA should allocate responsibility, information, cooperation, remedies and the long-stop date for each approval.

What should happen at closing?

Closing should be a coordinated exchange, not a loose collection of signatures. The SPA should identify every deliverable, who provides it, its agreed form and whether all actions are deemed simultaneous.

Confirm conditions. Record satisfaction or valid waiver of every closing condition.
Approve the transfer. Deliver the required shareholder and corporate resolutions.
Transfer the shares. Execute the required instruments and update the shareholder register.
Pay the consideration. Follow the funds flow, escrow and debt repayment arrangements.
Release security. Deliver releases of share pledges, guarantees or target security where agreed.
Change governance. Coordinate resignations, appointments, powers of attorney and bank mandates.
Deliver control items. Transfer corporate books, credentials, keys, seals and agreed records.
Complete filings. Submit ONRC and ANAF documents, together with beneficial-owner filings where required under the applicable transparency rules, within the relevant timetable.

What limitations should apply to seller liability?

Seller limitations often include a de minimis threshold, basket, aggregate cap, time limits, mitigation, exclusion of double recovery and a formal claim procedure. Tax, title, authority, fraud and specific indemnities may have different limits. The commercial result depends on how these provisions interact, not on any one headline cap.

The buyer should also test recoverability. A contractual claim against a seller with no accessible assets may provide little protection. Escrow, holdback, bank security, parent guarantee or warranty and indemnity insurance may be considered depending on transaction size and risk.

A buyer’s pre-signing checklist

Define the acquisition perimeter. Confirm percentage, target entities, securities and excluded items.
Verify title and authority. Check ownership, encumbrances, approvals and signatory powers.
Complete risk-focused due diligence. Prioritise issues that affect value, continuity or closing.
Translate findings into protections. Allocate each material issue to remediation, price, condition, warranty, indemnity or withdrawal.
Select the price mechanism. Define accounting rules, leakage, debt, cash, working capital and dispute resolution.
Screen regulatory approvals. Review merger control, investment screening, sector approvals and third-party consents.
Align signing and closing. Specify conditions, conduct rules, long-stop date, termination and closing deliverables.
Test recovery. Check caps, time limits, exclusions, seller credit and available security.
Plan filings and integration. Prepare ONRC and ANAF filings, beneficial-owner filings where required under the applicable transparency rules, governance steps and day-one actions.

The bottom line

A Romanian SPA should be the final expression of the buyer’s investigation and the parties’ negotiated risk allocation. The strongest agreement is not the longest. It is the one that identifies what is being bought, states how price is calculated, prevents closing before essential approvals, allocates known and unknown risks clearly and gives the parties an executable closing process.

Planning the acquisition or sale of a Romanian company?

A focused transaction review can cover deal structure, legal due diligence, SPA negotiation, regulatory screening, signing, closing and Romanian corporate implementation.

Book a Consultation

Frequently asked questions

Is a share purchase agreement mandatory in Romania?

A written transfer instrument is normally required to document and implement the transaction. In a negotiated acquisition, the SPA is the central agreement because it also records price mechanics, conditions, warranties, indemnities and closing. The required form and supporting corporate documents depend on the target’s legal form and transaction structure.

What is the difference between an SPA and a shareholders’ agreement?

The SPA governs the acquisition of shares and the allocation of transaction risk between buyer and seller. A shareholders’ agreement governs the continuing relationship among shareholders after the investment, including governance, reserved matters, funding, transfers, deadlock and exit. A minority investment may require both documents.

Can signing and closing occur on the same day?

Yes, where no unsatisfied conditions or approvals require a split process. If merger control, investment screening, financing, third-party consent or pre-closing remediation is required, signing normally precedes closing and the SPA must regulate the interim period and long-stop date.

Does due diligence remove the need for warranties?

No. Due diligence and warranties serve different functions. Diligence helps the buyer identify and evaluate risk. Warranties allocate contractual risk for inaccurate statements, subject to disclosure and limitations. Known issues may require remediation, a price adjustment or a specific indemnity rather than reliance on a general warranty.

When is Romanian investment-screening approval required?

The analysis depends on the investor, target activity, transaction structure, control or durable participation, sensitive sector and investment value. The general threshold is EUR 5 million after OUG no. 17/2026, but lower-value transactions may still be examined where security, public-order or relevant EU interests may be affected.

What happens after the SPA closes?

The parties must complete the agreed corporate, Trade Register and ANAF steps, as well as beneficial-owner filings where required under the applicable transparency rules. They must also release or retain escrow as applicable, implement governance changes and perform post-closing covenants. Price-adjustment, earn-out, indemnity and integration obligations may continue long after legal ownership changes.

Disclaimer: This article provides general information and does not constitute legal or tax advice. The correct structure, approvals, tax treatment and contractual protections depend on the parties, target, sector and facts of each transaction.

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

Commercial invoice overlooking the Bucharest skyline, illustrating late payment in Romania

18Aug

Late Payment in Romania: Penalties, Interest and Legal Remedies

by Simona Rotaru Debt Collection in Romania

When is a Romanian invoice late — and what can a creditor recover?

A missed payment deadline in Romania is not only a collections problem. It can trigger statutory penalty interest, a fixed recovery compensation and, with the right contract, a pre-agreed penalty clause — without the creditor having to prove any loss.

Overdue commercial invoice, payment deadline and legal documents in a Romanian law office

Late-payment claims may include interest, recovery compensation and documented collection costs.

Late payment in Romania is heavily regulated for business-to-business transactions. Under Law 72/2013, which transposes EU Directive 2011/7, a B2B invoice is generally payable within about 30 days unless the parties expressly agreed a longer term — capped at 60 days unless a longer term is not abusive. On late payment, provided the creditor has performed its obligations and the delay is imputable to the debtor, a professional creditor can claim the applicable statutory or contractual late-payment interest or penalty, together with the €40 flat recovery compensation and recoverable collection costs. For money obligations assumed in the exercise of an undertaking’s activity, the debtor is in delay by operation of law, so interest runs from maturity without a formal demand, subject to the statutory conditions. Exact figures depend on the contract and on the reference rate published by the National Bank of Romania.

Most foreign suppliers start with a practical question: when can you demand more than the unpaid principal, and how do you recover an unpaid invoice in Romania? This guide explains when a payment becomes late, which charges a creditor can add, which payment terms are valid (and which clauses are void), and the realistic recovery route from a first demand through to enforcement.

The rules below focus on business-to-business transactions governed by Romanian law. They apply on top of the general contract-law regime: the Romanian Civil Code and, for commercial transactions, the specific late-payment law, Law 72/2013, based on EU Directive 2011/7 on combating late payment.

What can a Romanian creditor charge on a late invoice?

Penalty interest, plus a fixed €40 recovery compensation, plus enforceable recovery costs — and, if the contract says so, a daily contractual penalty. Penalty interest, the €40 minimum compensation and a contractual penalty do not require proof of actual loss. Additional recovery costs, however, must be substantiated. These rights accrue provided the creditor has performed its obligations and the delay is imputable to the debtor.

Romanian law gives a creditor who is not paid at maturity a right to moratory damages — penalty interest — running from the due date until payment, at the rate agreed in the contract or, absent agreement, at the statutory rate, without having to prove any loss (Civil Code, Article 1535). The debtor cannot defend by showing the creditor suffered a smaller loss.

Depending on the contract, the creditor may claim the applicable statutory or contractual late-payment interest or penalty, together with the €40 minimum compensation and recoverable collection costs. Whether a contractual late-payment penalty may be cumulated with another form of moratory damages depends on the drafting and legal nature of the contractual remedies.

Statutory or contractual penalty interest — at the rate agreed by the parties or, absent agreement, the statutory penalty interest at the reference rate plus 8 percentage points for professional relations, applied for each semester on the rate in force at the start of that semester (Law 72/2013, Article 4, read with OG 13/2011, Article 3).
Fixed minimum compensation of €40 — a flat amount of recovery damages, payable in lei at the exchange rate on the payment date, in addition to the interest (Law 72/2013, Article 10).
Substantiated recovery costs — collection expenses actually incurred and established can be claimed as damages (Law 72/2013, Article 9).
Contractual penalty clause — a pre-agreed per-day penalty, enforceable without proof of loss (Civil Code, Article 1538), subject to the statutory reduction grounds in Civil Code, Article 1541. Whether it may be cumulated with other moratory damages depends on the contract’s drafting.

Risk: A creditor who ignores the interest route and waits silently may still recover the principal, but documentation matters. If the debtor later disputes the amount, the creditor must show when each sum became due. Keep invoices, delivery or acceptance evidence and the calculation of interest from maturity.

When is a payment legally late?

At the contractual due date, or generally 30 calendar days after the debtor receives the invoice when no term was agreed. In B2B contracts, an agreed payment term longer than 60 days is valid only if it is not abusive (grossly unfair) to the creditor.

The starting point is the term agreed in the contract. The parties may choose the payment date, subject to an important limit in business relations: the contractual payment term cannot exceed 60 calendar days, and a longer term is permitted only if the clause is not abusive under Law 72/2013, Article 5.

When the contract is silent, Law 72/2013, Article 3 fixes the moment from which penalty interest runs. For a professional creditor, interest runs after 30 calendar days from receipt by the debtor of the invoice or of any equivalent payment request. Where the date of receipt is uncertain or the invoice is received before the goods or services, the law uses the date of delivery of the goods or performance of the services as the reference point.

For money obligations assumed in the exercise of an undertaking’s activity, the debtor is in delay by operation of law: interest begins to run at maturity without any formal demand or notification (Civil Code, Article 1523). A written reminder still matters — it creates evidence of the claim and of the date from which the debtor was asked to pay, which becomes relevant in litigation.

These rights accrue only where the statutory conditions are met: in particular, the creditor and its subcontractors must have performed their contractual obligations, and the delay must be imputable to the debtor. The debtor must not have paid the amount due at maturity and must be unable to show that the delay is not attributable to it (Law 72/2013, Article 3(1)).

Situation	Interest starts	Basis
Payment term agreed in the contract	On the day after the contractual due date, generally without a formal demand	Civil Code Art. 1535; Art. 1523 (enterprise money obligations)
No payment term agreed (B2B)	30 calendar days after the debtor receives the invoice or equivalent payment request	Law 72/2013, Art. 3(3)
Invoice received before delivery of goods or services	30 calendar days after delivery or performance	Law 72/2013, Art. 3(3)
Debtor is a public authority	Generally 30 days; exceptionally up to 60 days where expressly stipulated and objectively justified; public healthcare institutions: maximum 60 days	Law 72/2013, Art. 6–7

For public authorities, the general legal payment term is 30 calendar days. Exceptionally, the parties may stipulate a term of up to 60 calendar days if it is set out expressly in the contract and in the procurement documentation and is objectively justified by the nature or the specific characteristics of the contract (Law 72/2013, Article 7). For public healthcare institutions and public entities providing medical services, the legal payment term is capped at 60 calendar days (Law 72/2013, Article 6(4)).

The parties cannot contract around the invoice date itself: any clause fixing a term for issuing or receiving the invoice is absolutely void (Law 72/2013, Article 5(3)).

How is the interest rate calculated?

Parties may agree their own rate or penalty, but in transactions governed by Law 72/2013 a clause that excludes late-payment interest or sets it below the statutory penalty interest is treated as abusive. Absent an agreement, the statutory penalty interest in professional relations is set at the reference rate plus 8 percentage points per year.

Agreed rate or penalty clause. The contract may set a specific annual interest rate or a per-day penalty, for example 0.1% or 0.5% per day. Such clauses are valid and enforceable without proof of loss, subject to reduction by a court on the statutory grounds under Civil Code Article 1541. In transactions governed by Law 72/2013, a clause that excludes late-payment interest or sets it below the statutory penalty-interest level is treated as abusive under Article 14(a).
Statutory rate. If the parties did not agree a rate, Law 72/2013, Article 4 applies the statutory penalty interest calculated under Article 3 of OG 13/2011. For professional relations, the rate is the reference rate plus 8 percentage points, with the rate in force on the first calendar day of each semester applying for the whole semester.

The BNR reference rate in force on 1 July 2026 was 6.50%. Accordingly, the statutory B2B penalty interest applicable throughout the second semester of 2026 is 14.50% per annum. Because the reference rate moves, always confirm the rate currently in force on the National Bank of Romania website before relying on a figure.

Tip: For recurring commercial relationships, agree the interest or penalty rate in the contract. A clearly drafted penalty clause removes any argument about which statutory rate applies and creates a strong, predictable claim on each overdue invoice.

The €40 flat compensation and recovery costs

In B2B relations, a creditor is entitled to a flat minimum compensation of €40 per late payment, in addition to the applicable late-payment interest or penalty and to the costs of any enforcement procedure.

Law 72/2013, Article 10 gives the creditor the right to demand, when the conditions for late payment are met, the equivalent in lei at the exchange rate on the payment date of €40, representing flat-rate minimum damages for the costs of recovering the claim. The obligation to pay this amount matures at the same time as penalty interest starts running.

This flat amount is additional to the applicable late-payment interest or penalty and to the costs of any subsequent enforcement procedure. CJEU case law confirms that the fixed €40 minimum is payable for each commercial transaction not paid on time and evidenced by an invoice or an equivalent payment request, even where several invoices are pursued in a single claim (Case C-585/20, BFF Finance Iberia). Where a single contract provides for successive supplies or services subject to separate payment deadlines, the €40 minimum is payable for each late payment (Case C-419/21).

On top of the €40, Article 9 allows the creditor to claim recovery expenses actually incurred and established. By contrast, the €40 itself does not require proof of loss and remains the simplest element to assert on each unpaid invoice.

Which payment terms are valid — and which clauses are void?

A B2B payment term is capped at 60 days unless a longer term is not abusive. Clauses postponing the start of interest, requiring a formal demand before interest runs, or excluding penalty interest or recovery compensation are unenforceable.

Law 72/2013, Article 12 establishes the general test: a clause or practice is abusive where it creates, in a grossly unfair way (“vădit inechitabil”), rights and obligations significantly unbalanced to the creditor’s detriment. Article 13 sets the criteria a court considers, including serious deviation from established good practice, absence of objective reasons for derogating from the statutory payment terms or interest rate, and the counterparty’s dominant position towards an SME. Article 14 identifies clauses deemed abusive by law, without need for further assessment, and Article 15 sanctions abusive clauses by absolute nullity.

Clauses of the following type are deemed abusive by law and are therefore absolutely null under Law 72/2013, Articles 14 and 15:

clauses excluding penalty interest or setting it below the statutory penalty interest;
clauses fixing a moment for the interest to start later than the statutory moment;
clauses making interest depend on a formal putting-in-delay even though the debtor is in delay by operation of law;
in contracts between professionals and public authorities, a payment term exceeding what Article 7(1) allows when the exceptional conditions are not met;
clauses excluding the possibility of additional damages.

Mistake: relying on a 90-day payment term “because the client insisted”

In B2B contracts a term beyond 60 days is only valid if it is not abusive. A term imposed by the larger counterparty without objective justification is exposed to challenge and will not stop the statutory interest from running.

Mistake: waiting for a formal demand before recognising interest

For enterprise money obligations, delay arises by operation of law. The claim for interest starts at maturity. The creditor does not first have to send a formal notification.

Mistake: writing “0% interest” into the contract to keep the client happy

A clause that excludes penalty interest altogether is unenforceable against a professional creditor and can be disregarded. The statutory interest will still apply.

How to recover an unpaid invoice in Romania: the practical route

The route runs from a written demand, through the payment-order procedure for certain, liquid and due contractual claims, to court judgment and enforcement. Most commercial claims follow these steps, but timing, documents and evidence requirements should be checked against the specific contract before acting.

Documents illustrating the recovery of an unpaid invoice through demand, court proceedings and enforcement in Romania

Recovering an unpaid invoice normally progresses from a documented demand to court proceedings and, where necessary, enforcement.

Commercial reminder. Send a payment request identifying the invoice, due date and interest accruing. Even where delay is automatic, this creates documentary evidence and often resolves the matter.
Statutory summons. Before filing under the payment-order procedure, the creditor must serve a formal summons under Article 1015 of the Code of Civil Procedure through a judicial executor or by registered letter with declared contents and acknowledgment of receipt, granting 15 days to pay.
Court action. If the debtor contests the claim or amount, recover through ordinary court proceedings for the principal, interest and costs.
Enforcement. Once the creditor holds an enforceable title, a judicial executor can attach bank accounts, receivables or other debtor assets.

Risk: The payment-order procedure is not a substitute for litigation when determining the debtor’s defence requires evidentiary administration incompatible with the summary nature of the procedure. The claim must concern a certain, liquid and due contractual obligation established within the documentary framework. Otherwise, the creditor may have to pursue the claim through ordinary proceedings.

Which route fits which situation?

Route	Best for	Key document or condition	Main business consideration
Written demand plus statutory interest	Overdue but still cooperative counterparties	Invoice, contract and evidence of delivery	Preserves the relationship while demonstrating the claim
Payment-order procedure	Certain, liquid and due contractual claims for a sum of money	Written evidence establishing the contractual claim and proof of the mandatory Article 1015 summons	Faster track for clear claims; genuine disputes may derail it
Ordinary court action	Disputed liability, quantum or set-off arguments	Full evidence of the relationship, delivery and default	Longer timeline; costs can include interest and fees
Enforcement by judicial executor	Debtor with assets who does not pay voluntarily	Enforceable title, such as a payment order or judgment	Attachments and garnishment become available

The payment-order and enforcement rules are contained in the Romanian Code of Civil Procedure. Our dedicated guide to the payment ordinance procedure in Romania explains the conditions and required documents. The broader debt recovery in Romania guide covers the complete collection strategy.

Illustrative scenarios

No penalty clause in the contract

A Romanian buyer does not pay a 30-day invoice of €10,000. Because the money obligation was assumed in a business activity, interest runs from maturity without a formal demand at the statutory B2B rate, and the €40 flat compensation applies. The supplier can demand the principal, interest and the €40 in one written request.

Contract with a 0.5% daily penalty

The parties agreed a daily penalty of 0.5% of the unpaid amount. On a disputed invoice, the creditor can claim the contractual penalty without proving any loss under Civil Code Article 1538. A court may reduce the penalty only on statutory grounds, such as partial beneficial performance or a penalty that is manifestly excessive compared with the foreseeable loss.

Debtor contests the invoice

The debtor claims the services were defective and refuses payment. Because the claim is genuinely disputed, the payment-order route may not resolve the matter. The supplier should prepare evidence of performance and acceptance and assess ordinary litigation against the amount at stake.

How to protect your position before and after maturity

The strongest position starts before the invoice is issued. Interest and penalties are easier to claim when the contract supports them and the documentation confirms what was delivered, when it was delivered and for which price.

Set a compliant payment term. Align the due date with Law 72/2013, generally up to 60 days in B2B transactions, and state it clearly in the contract.
Agree a penalty or interest rate. Include a per-day penalty clause or an agreed annual interest rate so there is no argument about the statutory rate.
Invoice promptly and completely. Issue the invoice with an unambiguous due date and complete references to the contract and delivery documents.
Confirm receipt and delivery. Keep signed delivery notes, acceptance records or other evidence that the goods or services were provided.
Send a written reminder at maturity. Restate the amount, due date, interest formula and €40 compensation. This becomes part of the evidence supporting the claim.
Calculate interest from the correct date. Use the contractual due date or the applicable 30-day statutory threshold, with the semester rate in force at the start of each semester.
Assess the payment-order procedure early. For a certain, liquid and due contractual claim established through documentary evidence, consider the faster procedure rather than waiting while interest and costs accumulate.
Preserve the enforcement option. If payment does not follow, instruct counsel or a judicial executor before the debtor transfers assets.

The Bottom Line

Late payment in Romania is not merely a collections nuisance. It is a regulated event that gives the creditor a defined set of remedies. A professional creditor can claim the applicable statutory or contractual late-payment interest or penalty, the €40 minimum compensation and substantiated recovery costs. Late-payment interest or a contractual penalty and the €40 minimum compensation do not require proof of actual loss, while additional recovery costs must be established. Getting the payment terms, penalty clause and paper trail right from the beginning converts an overdue invoice into a clearly quantified claim that can be pursued through the payment-order procedure or the ordinary courts.

Request a debt recovery review Discuss your late payment case

Frequently asked questions

Do I have to send a formal notice before interest starts running?

For money obligations assumed in the exercise of an undertaking’s activity, the debtor is in delay by operation of law and interest runs from maturity without a formal demand. A written reminder is still advisable as evidence and may be required for other remedies.

What is the statutory interest rate for late payment in Romania?

In professional relations, it is the reference rate plus 8 percentage points per year. With the reference rate at 6.5%, that is approximately 14.5% per annum. Confirm the current reference rate published by the National Bank of Romania before relying on a figure.

Is the €40 compensation automatic?

In B2B relations, yes. When the conditions for late payment are met, the creditor may demand the lei equivalent of €40 as flat-rate minimum recovery damages, in addition to penalty interest and enforcement costs.

Can we agree a payment term longer than 60 days?

Only if the clause is not abusive or grossly unfair to the creditor. A longer term imposed without objective justification is exposed to challenge. Clauses fixing the invoice issue or receipt date are absolutely void.

Are contractual penalty clauses enforceable without proof of loss?

Yes. A penalty clause entitles the creditor to the agreed amount without proving any loss. A court may reduce the penalty only in limited statutory circumstances, including where the penalty is manifestly excessive compared with the foreseeable loss.

Does late payment allow the creditor to terminate the contract?

Non-performance can give rise to termination rights where the statutory conditions are met. Termination is assessed separately from the interest claim and carries its own consequences, so it should be considered with counsel before being used.

Disclaimer: This article provides general legal information about Romanian and EU late-payment rules and does not constitute legal or tax advice. Interest rates, deadlines and remedies depend on the contract, the parties’ status and the specific facts. Figures such as the reference rate change over time.

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

Do you need a lawyer to start a business in Romania illustration with legal scales, Romanian flag, and company registration document

29Apr

Do You Need a Lawyer to Start and Run a Business in Romania?

by Simona Rotaru Corporate Law

Do You Need a Lawyer to Start and Run a Business in Romania? (Complete 2026 Guide for Entrepreneurs)

TL;DR: You don’t legally need a lawyer to start a business in Romania, but hiring one reduces legal risks, ensures compliance, and protects your business long-term.

Starting a business in Romania is one of the fastest and most affordable in the EU—but that doesn’t mean it’s risk-free. Many entrepreneurs underestimate legal complexity, only to face costly issues later.

Starting a business in Romania legal planning

This guide explains when you need a lawyer, when you don’t, and how to make the smartest decision for your business.

Do You Need a Lawyer to Start a Business in Romania?

No, you do not legally need a lawyer to start a business in Romania. However, hiring one helps prevent legal mistakes, ensures compliance, and protects long-term business growth.

Romania has simplified company registration through the ONRC (National Trade Register Office), allowing entrepreneurs to register businesses quickly—often within a few days.

You can submit documents yourself;
You can use standard templates;
You are not required to hire legal representation.

However, this simplicity applies only to registration—not to running a compliant and scalable business.

What Is Required to Start a Business in Romania?

To start a business in Romania, you must register with ONRC, choose a legal structure, set up accounting, and comply with Romanian and EU regulations.

Company registration documents Romania ONRC

The most common structure is an SRL (limited liability company), preferred for its flexibility and low startup costs.

Register company with ONRC (full guide)
Choose company structure (SRL)
Open business bank account
Hire accountant
Ensure compliance with GDPR regulations
Follow Romanian business law and contract law

While these steps are straightforward, mistakes in any of them can lead to long-term consequences.

Why Do Entrepreneurs Hire a Business Lawyer in Romania?

Entrepreneurs hire business lawyers to avoid costly mistakes, structure their company correctly, and ensure legal protection from the start.

Business lawyer consultation Romania startup

Most successful founders don’t wait for problems—they prevent them.

Correct legal structure from day one
Strong, enforceable contracts
Compliance with Romanian and EU law
Protection against disputes

Legal mistakes made early often become expensive problems later.

What Are the Risks of Starting Without a Lawyer?

Without legal guidance, businesses face risks such as incorrect structure, weak contracts, compliance violations, and disputes.

1. Incorrect Company Structure

The wrong structure can affect taxes, liability, and investment potential.

2. Weak Contracts

Generic templates often fail to protect your business. Learn more about contract drafting in Romania.

3. Compliance Issues

Ignoring GDPR or labor law can result in fines and penalties.

4. Business Disputes

Poor agreements lead to shareholder conflicts and legal disputes.

Related Legal Guides

Avoid Legal Mistakes

When Can You Start a Business Without a Lawyer?

You can start without a lawyer if your business is simple, low-risk, and has a single founder.

Solo SRL
Freelancing
No employees
Low-risk activity

Many entrepreneurs begin this way and add legal support later.

When Should You Hire a Business Lawyer in Romania?

You should hire a lawyer when your business involves partners, employees, contracts, or legal complexity.

Signing business contracts Romania legal support

Multiple shareholders
Foreign investors
Hiring employees
Complex contracts
Regulated industries

Explore our corporate legal services for full support.

What Does a Business Lawyer Do?

A business lawyer structures your company, drafts contracts, ensures compliance, and prevents legal issues.

Company formation
Contract drafting
Legal compliance
Dispute resolution

They act as a strategic partner—not just a problem solver.

How Much Does a Business Lawyer Cost in Romania?

Costs typically range from €50–€150 per consultation and €200–€800 for company setup.

Consultation: €70–€250
Setup: €200–€800
Contracts: €100–€500
Ongoing: €50–€200/hour

Many businesses use legal subscriptions to reduce costs.

Is It Better to Start With or Without a Lawyer?

Starting with a lawyer reduces risk and builds a strong foundation, while starting without one saves money but increases long-term risk.

Without lawyer → cheaper, riskier
With lawyer → safer, scalable

Lawyer vs Accountant: What’s the Difference?

A lawyer handles legal matters, while an accountant manages taxes and financial reporting.

Lawyer → contracts, compliance
Accountant → taxes, bookkeeping

Business Startup Checklist in Romania

To start a business legally, follow these steps: register, structure, comply, and protect your company.

Choose SRL structure
Register with ONRC (guide)
Draft agreements (contracts)
Hire accountant
Ensure GDPR compliance
Prepare contracts

Common Legal Mistakes Entrepreneurs Make

Most business owners repeat the same legal mistakes, which can be avoided with proper planning.

Using generic contracts
Ignoring GDPR
No shareholder agreements
Mixing personal and business finances
Delaying legal advice

The Bottom Line

You can start a business in Romania without a lawyer, but hiring one significantly reduces risk and supports long-term success.

If your business is simple, you can start alone. If it involves growth, investment, or complexity, legal guidance is essential.

Get Legal Help Explore Services

Overdue invoice on desk with euro banknotes frozen in ice, symbolizing unpaid debts and cash flow blockage in Romania

28Apr

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

by Simona Rotaru Debt Collection in Romania

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

An unpaid invoice isn’t just a cash flow problem. For a Romanian SRL, unpaid invoices can trigger a cascade of legal and fiscal consequences most owners only discover too late. Here’s exactly what your options are — ranked by speed, cost, and realistic success rate.

By Atrium Romanian Lawyers | Updated: April 2026
Romanian commercial lawyers with experience in cross-border debt recovery and litigation.

⚡ Quick Answer

When a Romanian SRL has unpaid invoices from clients, it has three legal recovery routes: (1) a fast-track payment order (somație de plată) for undisputed debts; (2) standard litigation for disputed debts; or (3) pre-litigation steps. Choosing the right method for debt recovery in Romania saves both time and money.

Not sure which legal route fits your case?

Get a fast legal assessment and recover your unpaid invoices in Romania efficiently.

Book a Call →

Swift action is essential to securing uncollected commercial debt in Romania.

What happens when a Romanian SRL has unpaid invoices?

A Romanian SRL can recover unpaid invoices through payment orders, litigation, or pre-litigation steps depending on whether the debt is disputed.

Handling unpaid invoices in Romania is a structured legal process. If you ignore the problem, you may still owe VAT to the state for money you never collected.

Romanian Law on Unpaid Invoices (SRL Guide)

Under Romanian law, an unpaid invoice is a commercial debt.

Your Romanian SRL has distinct legal instruments available for recovery, governed by a patchwork of codes most business owners have never read.

Understanding which one applies to your situation is the difference between a 60-day resolution and an 18-month ordeal.

The four main legal instruments for debt recovery in Romania are:

Payment summons — fast-track court procedure for undisputed debts, governed by OUG 119/2007.
Payment order — similar fast-track under Art. 1.014–1.025 CPC, used extensively in commercial litigation.
Claim for damages / Monetary claim action — full litigation, used when the debt is genuinely disputed.
Enforcement proceedings — the debt enforcement phase after judgment, when you actually collect the money.

Knowing your legal position transforms uncollected invoices into recoverable assets.

How to Recover Unpaid Invoices in Romania (Best Legal Options)

Before choosing a strategy to recover your Romanian SRL unpaid invoices, three questions determine your path: Does the client acknowledge the debt? What is the amount? Do you have written documentation?

Scenario	Best Route	Timeline	Court Fee	Complexity
Debt acknowledged, contract signed	Payment summons	45–90 days	~39 RON	Low
Debt disputed, contract exists	Civil action for monetary claims)	6–18 months	% of value	High
No written contract, email trail only	Summons+ evidence file	90–120 days	~39 RON	Medium
Client in insolvency proceedings	Creditor table filing	6–36 months	Fixed fee	High
Client based in another EU country	European Payment Order (EEO)	60–90 days	Varies	Medium

Legal Methods for Debt Recovery Romania (SRL Guide)

Option 1 — Pre-Litigation: Start Here Every Time

Romanian courts expect creditors to have made genuine recovery attempts before filing.

More importantly, pre-litigation steps often work — and cost a fraction of court proceedings.

For SRLs dealing with unpaid invoices in Romania, this is the most cost-effective first step toward debt recovery in Romania.

Internal demand (Week 1): Your own invoice reminder by email or registered mail. Free. Creates a paper trail. Surprising how often this alone prompts payment when worded formally.
Formal legal notice (Week 2): Sent by a lawyer via bailiff or notary. Cost: 200–500 RON typically. Critical effect: this formally starts the accrual of legal interest under Law 72/2013.
Negotiated settlement or payment plan (Week 2–4): If the client engages, formalize any agreement as a acknowledgment of debt — signed in front of a notary, this document alone becomes an enforceable title without going to court.

📊 Legal Interest Rates — Law 72/2013 (B2B, April 2025)

ECB Main Refinancing Rate (reference) ~2.65%

Law 72/2013 B2B surcharge + 8 pp

Resulting B2B legal interest rate ~10.65% p.a.

Flat recovery cost per invoice (Art. 10) €40

Interest accrues from Day after payment due date

ⓘ ECB reference rate changes periodically. Interest applies automatically for B2B commercial transactions even without a contractual clause.

Evidence preparation is key to a successful payment summons.

What is a somație de plată in Romania?

A payment summons is a fast-track court procedure for undisputed debts, usually resolved in 45–90 days with minimal court fees.

The payment summons is Romania’s most efficient tool for debt recovery in Romania. Governed by OUG 119/2007, it lets your SRL obtain a court order in as little as 45 days — without a full trial.

What you need to file:

Invoice(s) — factură fiscală
Signed contract or purchase order
Proof of delivery (NIR, transport document, email confirmation)
Prior formal demand — not always mandatory but strongly recommended
SRL registration certificate (Trade Registry certificate)

Court stamp duty: approximately 39 RON for undisputed debts — effectively the cheapest court procedure in Romania.

⚠️

The payment summons’s one weakness:

If the debtor files any objection — even a frivolous one — the case shifts to standard litigation.

Some debtors use this deliberately as a delay tactic. Your lawyer should advise whether a direct standard claim makes more sense.

What is the fastest way to recover debt in Romania?

The fastest method is payment summons, a low-cost court procedure for undisputed debts that can produce a judgment in under 90 days.

For most commercial clients, a payment summons is the fastest way to resolve unpaid invoices in Romania, assuming the client has not formally objected to the delivery of goods or services.

Option 3 — Claim for damages (Standard Commercial Claim)

When the debtor genuinely contests the debt, or when the payment summons fails, you proceed with a standard claim under the Romanian Civil Procedure Code.

This is longer and more expensive — but it’s the only route that can handle contested facts and produce a final, appeal-proof judgment for unpaid invoices in Romania.

Court fees are proportional to the value of the claim (ad valorem court fee). Timeline: 6–18 months at first instance, potentially longer if appealed.

Option 4 — EU Cross-Border Clients

If your debtor is based in another EU member state, two EU-level procedures streamline debt recovery in Romania for cross-border claims:

European Order for Payment (EEO) — Regulation 1896/2006: covers undisputed cross-border debts. Filed at your Romanian court.
European Small Claims Procedure — Regulation 861/2007: for cross-border debts under €5,000. Simpler and lower cost.

Both procedures result in enforceable titles valid across all EU member states, making them a powerful tool for Romanian SRLs with unpaid invoices from international clients.

What Are the Chances of Recovering Unpaid Invoices in Romania?

Success rate ranges generally fall into two categories:

Undisputed debts: 80–95% recovery rate.
Disputed debts: 50–70% recovery rate.

Your chances of successful debt recovery in Romania depend heavily on debtor solvency, the quality of your documentation, and the speed of your action. Delaying recovery allows debtors to hide assets or declare insolvency.

Example: Recovering a €5,000 Unpaid Invoice in Romania

Step 1: Legal notice. A formal demand letter is sent. (Cost: ~250 RON, Timeline: 15 days).
Step 2: Payment summons. If unpaid, the fast-track procedure is filed. (Cost: ~39 RON tax + lawyer fees, Timeline: 60 days).
Step 3: Enforcement. Court executor freezes bank accounts.
Final outcome: Full €5,000 recovered plus late penalties and court costs within 90 days.

VAT Implications for Unpaid Invoices in Romania

Yes, VAT can be adjusted for unpaid invoices under Art. 287 if the debtor is insolvent or the debt becomes uncollectible.

Here’s what most debt recovery guides don’t mention: in Romania, your SRL may owe VAT to ANAF on invoices it hasn’t collected yet.

This is where unpaid invoices in Romania become a tax liability.

Romanian VAT rules generally follow the accrual principle.

This means if you issued an invoice, you may already owe the VAT — even if the client hasn’t paid. For more on tax implications, see our Romanian tax law on unpaid invoices and VAT adjustments.

The adjustment mechanism under Art. 287 of the Romanian Fiscal Code (monitored by ANAF) allows VAT correction for:

Debts subject to ongoing insolvency proceedings;
Debts that have become statute-barred (prescription period expired);
Certain contractually cancelled invoices.

⚠️

If a client enters insolvency:

Standard debt collection is suspended by law. You must file a creditor claim (proof of claim) with the insolvency administrator — typically within 30 days of proceedings opening under Art. 102, Law 85/2014.

Miss this deadline and you lose your right to recover entirely. Learn more about Romanian insolvency procedures for creditors.

The 4 Mistakes Romanian SRL Owners Make With Unpaid Invoices

Mistake 01

Waiting too long before formal action

The statute of limitations for commercial debts in Romania is 3 years under Art. 2517 NCC. After that, you lose the legal right to sue for unpaid invoices in Romania.

Mistake 02

Accepting partial payments without a written record

A partial payment with no accompanying written agreement can weaken your legal position. Any partial payment should be documented as a partial acknowledgment of debt.

Mistake 03

Pursuing a client who is already in insolvency

If your debtor has filed for insolvency, standard recovery is legally suspended. Filing a payment summons at this point wastes time and money. You must immediately pivot to the insolvency table.

Mistake 04

Not having penalty clauses in the original contract

Without contractual late payment penalties, you’re limited to the statutory interest rate. A well-drafted contract can entitle you to 0.1–0.5% per day in delay penalties.

How long does debt recovery take in Romania?

Debt recovery takes 45–90 days for undisputed claims or 6–18 months for disputed cases, plus enforcement time if needed.

Can a Romanian SRL sue a client for unpaid invoices without a contract?

Yes, but the burden of proof is harder. Romanian courts accept other forms of evidence — email correspondence, delivery notes, bank transfers, and even WhatsApp messages — to establish a commercial relationship.

Can I add interest and penalties on top of the original invoice amount?

Yes. For B2B commercial transactions, Law 72/2013 entitles creditors to interest (ECB rate + 8pp) and a flat €40 recovery cost per invoice, even without a specific contract clause.

What if the client goes bankrupt before I collect?

Standard collection is suspended. You must file a creditor claim with the insolvency administrator within the statutory deadline — typically 30 days — under Art. 102 of Law 85/2014.

Atrium Romanian Lawyers

Your SRL Deserves to Be Paid.

We’ve helped Romanian SRLs recover commercial debts from domestic and international partners. Tell us your situation — we’ll tell you if it’s worth pursuing legally and exactly what it will cost.

Book a Call

View our commercial law services →

When to Involve a Romanian Commercial Lawyer

Not every unpaid invoice needs a lawyer from day one. But some situations require immediate legal attention:

⚖️

Act immediately if any of these apply:

The debtor is unresponsive or missing — the client is in another country — the statute of limitations (3 years) is approaching — the amount exceeds €2,000 — you have no written contract — or you need to preserve assets before they are moved.

Professional legal support ensures your business remains solvent and protected.

Related Guides

Legal disclaimer: This article is for informational purposes only and does not constitute legal advice. Laws and procedures referenced are based on Romanian legislation as of April 2026. Verify current rates before calculating any claim. Consult a qualified Romanian lawyer for advice specific to your case.

Atrium Romanian Lawyers

Bucharest-based law firm serving foreign founders, expats, and Romanian SMEs across commercial and corporate law.

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.

Play

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.

Play

Need Professional Help?

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

Book Consultation View Our Services

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

Register Your Company Name in Romania

If you’re considering starting a business in Romania, registering your company name with the National Trade Register Office (ONRC) is the essential first step. For 2025, the process is streamlined, affordable, and can be completed entirely online within one business day.

On this page, you’ll find a clear, step-by-step guide to registering a company name in Romania, expected timelines, key requirements, common challenges, and how to proceed to full company formation in Romania. This article is ideal for entrepreneurs, both domestic and international, who want a swift name registration process with confidence in their business identity.

Play

Need Professional Help?

At our law firm, Atrium Romanian Lawyers, we assist clients with corporate & commercial law, company formation, and registration services.

Book Online Consultation View Our Services

What Does It Mean to Register a Company Name in Romania?

Registering a company name in Romania means officially reserving a unique business name with the National Trade Register Office (ONRC). This reservation protects your chosen name and establishes your business identity for legal purposes.

The name registration process is separate from full company formation in Romania. Registering your company name is the first essential step in establishing a business in Romania. It creates an official record proving you have the exclusive right to use that specific business name while you complete the remaining registration requirements.

Romanian law requires that every business operating in the country must have a unique, officially registered name. This prevents business name duplication and protects consumers who need to identify the companies they work with. The registration creates a public record accessible through the ONRC database, allowing anyone to verify company information.

Why Register a Company Name in Romania?

Legal Protection and Exclusivity

Registering your company name provides legal protection ensuring no other business in Romania can use an identical or confusingly similar name. This exclusivity applies nationwide throughout all of Romania, not just in your local jurisdiction.

Without name registration, another entrepreneur could establish a competing business with a nearly identical name, damaging your brand reputation and creating customer confusion. Name registration prevents this conflict by establishing priority rights to your chosen business name.

Prerequisite for Full Company Registration

Romanian law requires name reservation before you can complete full company formation. You cannot file incorporation documents with the ONRC without proof of a reserved company name. The name reservation certificate is mandatory documentation in your full registration packet.

This requirement ensures business names are verified for availability and legal compliance before companies are officially established. It prevents entrepreneurs from investing time and resources into incorporation only to discover their chosen name is unavailable.

Public Record and Brand Establishment

Registration creates an official public record establishing your business identity in Romania’s commercial registry. This official record builds credibility with customers, suppliers, banks, and government authorities.

When your company name appears in the ONRC registry, it becomes easier for business partners to verify your legitimate status. This public recognition helps establish your brand presence in the Romanian market.

Compliance with EU and Romanian Law

Registering your company name ensures compliance with Romanian legal requirements under Law 31/1990 (regarding limited liability companies and joint-stock companies) and Law 265/2022 (regarding trade register procedures). These laws govern how businesses must register and operate in Romania.

Meeting these legal requirements from the beginning protects your business from regulatory penalties and ensures your company can legally conduct business operations. For information on EU legal procedures, you can consult the European e-Justice Portal which provides guidance on civil procedures across member states.

Key Requirements for Registering a Company Name in Romania

Name Must Be Unique

Your chosen company name must be unique compared to existing Romanian companies and distinctive (not too general). The ONRC database contains records of all previously registered companies, and your name cannot match any existing business name.

If an existing company is named “Tech Solutions SRL,” you cannot register “Tech Solutions Ltd” or similar variations. The names must be sufficiently different that they are not too similar. The ONRC’s automated system checks for similarity and rejects applications when proposed names conflict with existing registrations.

Name Must Contain at Least One Romanian Word

The company name must include at least one word in Romanian. This requirement means your company name cannot consist entirely of foreign language words.

For example, “International Business Solutions” would not be acceptable because it contains no Romanian words. However, “International Solutions SRL” would be acceptable because “SRL” (the Romanian abbreviation for Limited Liability Company) satisfies this requirement. Alternatively, you could use “Business Solutions Internațional SRL” incorporating a Romanian language element.

Name Cannot Contain Restricted Words

Words such as “scientific,” “academy,” “university,” “scholar,” or “school,” or their derivatives are restricted and can only be included if the Government Secretariat or Prefecture’s Office provides authorization.

These restricted words are protected to maintain academic and scientific institution credibility. If your business requires using any restricted terminology, you must obtain special authorization from government authorities before your name can be approved.

Name Must Not Mislead About Business Nature

Your company name cannot mislead about your actual business activities or suggest false connections to government authorities. For example, if your company provides marketing services, you cannot name it “Health Ministry Consultants” as this would mislead customers about your business nature and falsely suggest government affiliation.

Name Should Be Sufficiently Long and Descriptive

It is recommended to use at least 2-3 words for the company name to ensure it is distinctive and not too short. Very short names like “Tech Ltd” or “Solutions SRL” are harder to distinguish from other companies and may face rejection.

Longer, more descriptive names help the ONRC system distinguish your company from others and reduce the risk of rejection due to similarity concerns.

The Step-by-Step Process to Register a Company Name in Romania

Step 1: Prepare Three Name Options

Before accessing the ONRC system, prepare at least three preferred company names in order of preference. This preparation ensures that if your first choice is unavailable, you have backup options ready to submit.

When selecting names, consider your business activities, target market, and brand identity. Verify mentally that each name meets the requirements: contains at least one Romanian word, is unique, and doesn’t use restricted terminology.

Step 2: Check Name Availability Online

Visit the National Trade Register Office (ONRC) website portal and use the online verification tool to search for existing businesses with similar names.

This preliminary search takes minutes and allows you to verify whether your preferred name is likely available before formally submitting the application. The ONRC database contains all registered companies, enabling you to check for duplicates or confusingly similar names.

Step 3: Access the ONRC Online Portal

Visit the official ONRC online portal. The portal provides digital access to name reservation services.

You will need to create an account or log in with existing credentials. The ONRC portal requires you to provide basic information including your identity details, contact information, and business information.

Step 4: Submit the Name Reservation Application

Log in to the ONRC platform, access the “Company Name Reservation” section from the main menu, read the personal data processing information notice, and press the “I have been informed” button to proceed.

In the application form, list your three preferred company names in order of preference. The online verification tool will search for existing businesses with similar names, and name verification and reservation works nationwide, not just in your registration county.

Step 5: Electronically Sign the Application

Electronically sign the application using a qualified digital signature issued by an accredited provider in Romania, ensuring that the signed document retains the exact same title as before signing.

Foreign applicants without Romanian digital signature certificates can alternatively submit applications through a representative with power of attorney or complete the process in person at an ONRC office.

Step 6: Submit the Signed Application

After signing the application, press the “Submit” button to send the request to the ONRC. The verification and approval process is automated and takes place quickly.

The ONRC system processes submitted applications in automated verification workflows, checking name availability and legal compliance. Most applications receive decisions on the same business day.

Step 7: Receive Your Name Reservation Certificate

Once approved, your name reservation stays valid for three months, giving you time to finish the remaining registration steps.

To obtain proof of name reservation, access the relevant section of your account and click the “Update Request” button, then download and keep the name reservation proof to use in the next steps of the registration process. The reservation certificate is an essential document proving you have reserved the name and must be included when filing full company incorporation documents with the ONRC.

Timeline for Registering a Company Name in Romania

The name reservation process is remarkably fast. The Trade Registry usually processes name reservations within one working day, and sometimes the same day.

Once you submit a complete, properly formatted application through the ONRC portal, you typically receive approval or rejection within 24 hours. Some applications are processed within hours on the same business day.

Your name reservation stays valid for three months, giving you time to finish the remaining registration steps. This three-month window allows you to prepare incorporation documents, open bank accounts, and complete other registration requirements without losing your reserved name.

If you don’t complete full company incorporation within three months, you must repeat the name reservation process with a new application.

Costs Associated with Registering a Company Name in Romania

Official ONRC Fee

The official ONRC fee for company name reservation is minimal and costs approximately EUR 5-10 (approximately 50-100 RON). This fee covers the automated verification and reservation process through the ONRC system.

This low cost makes name registration accessible to entrepreneurs at any startup stage. The fee is typically paid electronically through the ONRC portal when you submit your application.

Additional Optional Costs

If you work with a legal professional to assist with name registration, professional fees typically range from EUR 50-150. Many entrepreneurs complete name registration independently using the online portal to avoid these additional costs.

If you require document translation services (for example, if you are a foreign individual and need documents translated into Romanian), translation costs range from EUR 25-75 per document.

Common Challenges When Registering a Company Name in Romania

Similar Names Being Rejected

The most common challenge entrepreneurs face is discovering their preferred name is unavailable or too similar to existing registered companies. Finding unique names is getting harder, so it’s best to prepare about five alternative options.

If your first-choice name is rejected, you can immediately submit applications for your backup names. Having multiple options prepared prevents delays in the registration process.

Incorrectly Formatted Applications

Applications missing required information, improperly formatted, or lacking required declarations are rejected and must be resubmitted. Common errors include failing to include at least one Romanian word, not listing three name choices, or missing notarization requirements for foreign applicants.

Name Containing Restricted Terms

If your proposed name contains restricted words like “academy” or “university,” approval requires special authorization from government authorities. This authorization process delays name registration by several weeks.

Special Characters or Formatting Issues

The ONRC system has specific formatting requirements. Names containing special characters, unusual punctuation, or non-standard characters are sometimes rejected. The system prefers standard letters, numbers, and basic punctuation marks.

What Happens After Your Company Name Is Registered?

Three-Month Timeline to Complete Registration

After your name is reserved, you have exactly three months to file complete company incorporation documents with the ONRC. This deadline is firm—if you don’t complete incorporation within three months, the name reservation expires and you must repeat the reservation process.

Next Steps in Company Formation

With your reserved name confirmed, you proceed to complete your company formation by preparing incorporation documents including the Articles of Association, designating your registered office address, arranging share capital deposits, and preparing all required supporting documentation.

Our comprehensive guides on company formation in Romania and how to start a Limited Liability Company (SRL) in Romania cover all remaining steps after name registration, including capital requirements, document preparation, and ONRC filing procedures.

Failed Name Approval at Final Registration

In some cases, even though your name is reserved, the ONRC judge may ultimately reject the name when you file full incorporation documents. If this occurs, you must start over with a new company name reservation.

To minimize this risk, it’s advisable to submit multiple name options during the reservation phase, providing the ONRC with alternatives if the judge later identifies issues with your primary choice.

How Atrium Romanian Lawyers Can Help

Atrium Romanian Lawyers provides comprehensive support for company name registration and full company formation in Romania. Our team:

Conducts thorough name availability research to identify optimal business names
Prepares and submits name reservation applications through the ONRC portal
Guides you through complete company formation procedures after name reservation
Ensures compliance with all Romanian legal requirements
Provides representation before ONRC if issues arise during registration
Advises on business structure selection and registration strategy

As established experts in Romanian company law since 2003, Atrium understands the nuances of ONRC procedures and has successfully registered thousands of company names for both Romanian citizens and foreign investors across all sectors.

Key Takeaways for Registering a Company Name in Romania

Registering your company name in Romania is the essential first step in establishing a business. The process is streamlined, affordable, and quick—typically completed within one business day through the ONRC online portal.

Your reserved name remains valid for three months, providing sufficient time to complete full company incorporation. Prepare multiple name options to account for availability, ensure your chosen name includes at least one Romanian word, and avoid restricted terminology.

With your name successfully reserved, you can proceed confidently to incorporate your company knowing your business identity is legally protected and officially recognized in Romania’s commercial registry. The National Trade Register Office (ONRC) maintains all official records and documentation of registered business names throughout the country.

FAQ – Registering a Company Name in Romania

Q: How long does it take to register a company name in Romania?

A: Most name registrations are approved within one business day through the online ONRC portal, with many processed the same day of submission.

Q: Can I register a company name without Romanian citizenship?

A: Yes, foreigners and non-residents can register company names in Romania with the same process as Romanian citizens using the online ONRC portal or through a representative with power of attorney.

Q: What if my preferred company name is already taken?

A: Submit your backup name options listed in order of preference on the application form. The ONRC will reserve the first available name from your list.

Q: Can I change my company name after registration?

A: Yes, you can change your company name after incorporation by filing a modification request with the ONRC, though this involves additional procedures and costs.

Q: Is the name reservation valid indefinitely?

A: No, name reservations are valid for exactly three months. You must complete full company incorporation within this period or the reservation expires.

Q: Do I need a lawyer to register a company name?

A: No, you can complete name registration independently through the ONRC online portal. However, a lawyer can assist with the process and ensure compliance with all requirements.

Related Company Formation & Startup Resources

To support your journey in registering company names and establishing startups in Romania, explore these comprehensive guides:

Company Formation in Romania — Overview of all business structures and formation process
How to Start a Limited Liability Company (SRL) in Romania – Updated for 2025 — Complete SRL formation guide
How to Set Up a Limited Liability Company in Romania — Step-by-step SRL setup
Remote Company Formation in Romania – Digital Process 2025 — Online and remote registration options

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 proceeding with company name registration. Laws and procedures are subject to change, and individual circumstances may vary.

24Oct

Debt Collection in Romania: Recovering Unpaid Debts

by Simona Rotaru Debt Collection in Romania

Debt Collection in Romania: Recovering Unpaid Debts

Navigating the intricacies of debt collection in Romania requires a comprehensive understanding of the local legal framework and the specific nuances of Romanian law. This article serves as a guide to help creditors understand the debt collection process, explore available options for debt recovery, and ultimately recover their unpaid invoices.

Understanding Debt Collection in Romania

Successfully navigating the debt collection process in Romania demands a clear understanding of both local and international regulations. As an expert legal services provider, we can assist you in understanding the full scope of the legal action you can take. Our goal is to provide the best legal solutions, ensuring effective strategies for debt recovery in Romania. Learn more about creditors’ rights and legal protections in Romania.

What is Debt Collection?

Debt collection is the process of pursuing debtors to pay outstanding debts owed to creditors. This can involve various methods, from sending reminders for unpaid invoices to initiating legal proceedings. The aim of debt collection in Romania is to recover receivables in a timely and cost-effective manner, while adhering to the Civil Procedure Code and other applicable laws. For detailed guidance on the complete debt collection process, visit our comprehensive guide to debt collection in Romania.

The Landscape of Debt in Romania

The economic landscape of Romania, like many other nations, faces challenges related to unpaid debts. Understanding the current trends and statistics related to non-payment and insolvency is crucial for both creditors and debtors in Romania. Factors such as economic downturns, business relationship strains, and inefficient payment systems contribute to the prevalence of unpaid invoices in Romania.

Types of Debts: Commercial vs. Personal

In Romania, debts can be broadly categorized into the following types:

Commercial debts, which typically arise from unpaid invoices between businesses.
Personal debts, which often involve loans, credit card balances, or other financial obligations of an individual.

The type of debt influences the debt collection process and the available legal action options, requiring tailored strategies from a debt recovery lawyer.

Legal Framework for Debt Recovery

Key Legislation Governing Debt Collection

The debt collection process in Romania is governed by a comprehensive set of laws and regulations designed to protect both creditors and debtors. Key legislation includes the Civil Procedure Code, which outlines the procedures for legal action, including filing a payment order. Understanding these laws is essential for effective debt recovery in Romania and for ensuring compliance throughout the debt collection process. Knowledge of the Romanian Law will help you recover your unpaid invoices. For detailed information on how to bring a case to court in Romania, refer to the European e-Justice Portal.

Role of Debt Recovery Lawyers

A debt recovery lawyer plays a crucial role in navigating the complexities of debt collection in Romania.

Atrium Romanian Law Office is an expert legal services provider based in Romania, specifically in Bucharest. Atrium aims to be the best in handling complex and challenging legal matters. The firm’s team of experienced Romanian lawyers and professionals are equipped to resolve any legal issue in a timely manner. They offer guidance through processes related to commercial transactions, dispute resolution, compliance, and even personal issues. The team are members of the Romanian Bucharest Bar.

These legal professionals provide expert guidance on legal proceedings, represent creditors in Romanian courts, and develop tailored strategies for debt recovery. At Atrium Romanian Law Office, experienced lawyers understand the nuances of Romanian law. This ensures that all legal action taken is both effective and compliant with the Civil Procedure Code, maximizing the chances of recovering outstanding debt.

Understanding the Statute of Limitations

The statute of limitations sets a time limit within which a creditor must initiate legal action to recover an outstanding debt. In Romania, understanding the limitation period for different types of debts is crucial for debt recovery. Once the limitation period expires, the debt becomes unenforceable in Romanian courts. Therefore, it is vital for creditors to act promptly and seek legal advice from a debt recovery lawyer to recover their unpaid invoices before the statute of limitations runs out. For more information on civil procedure requirements, consult the European e-Justice Portal on Romanian Civil Procedure.

Steps to Recover Unpaid Debts

The debt collection process in Romania involves several key steps designed to maximize your chances of successful recovery. Whether through amicable settlement or legal proceedings, understanding each phase is critical. For more details on the complete process, read our article on simplified cross-border debt collection in Romania.

Identifying Outstanding Amounts

The first step in the debt collection process in Romania is to accurately identify and document all outstanding debts. This involves reviewing unpaid invoices, contracts, and any other relevant documentation to determine the total amount owed by the debtor in Romania. Precise record-keeping is essential for initiating legal proceedings and demonstrating the validity of the claim in Romania to the competent court. Expert legal services providers can help you organize and verify your financial records.

Initiating Collection Procedures

Once the outstanding debt is identified, the next step involves initiating formal debt collection procedures. This typically begins with sending a formal demand letter to the debtor in Romania, outlining the unpaid invoices and requesting immediate payment. This initial communication aims to resolve the issue amicably, potentially avoiding costly legal action. If the debtor fails to respond or make payment, further steps such as involving a debt collection agency or a debt recovery lawyer may be necessary to recover their unpaid invoices. Our debt collection lawyer services can handle this entire process for you.

Filing a Payment Order

If amicable attempts to recover unpaid invoices fail, filing a payment order (Ordin de Plata) is a common legal action in Romania. A payment order is a simplified procedure for debt recovery that allows creditors to obtain a court order requiring the debtor in Romania to pay the outstanding debt. This process is particularly effective for straightforward cases where the debt is undisputed. It streamlines the debt collection process through the Romanian courts, offering a faster and more cost-effective route to debt recovery.

Handling Unpaid Invoices in Romania

Best Practices for Invoice Management

Effective invoice management is crucial for preventing unpaid invoices and ensuring smooth debt recovery in Romania. Creditors should implement clear and concise invoicing procedures, including detailed payment terms and due dates. Regular monitoring of outstanding debts and prompt follow-up on overdue invoices can help minimize the risk of non-payment. Maintaining a strong business relationship with debtors through open communication can also facilitate timely payments and prevent disputes.

Strategies for Unpaid Invoices

Creditors in Romania have several options for recovering unpaid invoices. Initially, they can try some direct approaches:

Sending reminder notices
Making phone calls
Offering payment plans

These steps can encourage debtors in Romania to settle their outstanding debt. If these amicable efforts are unsuccessful, engaging a debt collection agency or seeking assistance from a debt recovery lawyer may be necessary to initiate more formal legal action. Expert law firms ensure that all strategies comply with Romanian law.

Using Interim Measures in Debt Recovery

In certain cases, interim measures can be used during the debt collection process in Romania to protect the creditor’s interests. These measures may include freezing the debtor’s assets or obtaining a court order to prevent the transfer of funds. Such actions can provide leverage and increase the likelihood of debt recovery. It is essential to seek legal advice from a debt recovery lawyer before pursuing interim measures to ensure compliance with the Civil Procedure Code. The Romanian Courts oversee such measures. For more details on enforcement procedures, consult the e-Justice Portal on online case processing in Romania.

International Debt Collection in Romania

Challenges in International Debt Recovery

International debt collection in Romania presents unique challenges compared to domestic debt recovery. One significant hurdle is the lack of familiarity with Romanian law and procedures. Consider these common challenges for international business owners:

Lack of familiarity with Romanian laws
Potential language barriers
The complexity of setting up or managing a business in a foreign country

Language barriers, cultural differences, and logistical complexities can also impede the debt collection process. Engaging a law firm with experience in international debt collection is crucial for navigating these challenges and maximizing the chances of recovering outstanding debt from a Romanian debtor.

Legal Considerations for International Creditors

International creditors seeking debt recovery in Romania must carefully consider the applicable legal action. This includes understanding the relevant international treaties and agreements, as well as the specific requirements of Romanian law. For comprehensive guidance on international civil proceedings, refer to Book VII of Romania’s Code of Civil Procedure on International Civil Proceedings.

Atrium Romanian Law Office provides comprehensive legal services in multiple languages, including English, French, and German. The firm offers expertise in various practice areas, including Business law, Data Protection Compliance, and Tax Law, helping international business owners navigate the legal complexities of operating in Romania. Ensuring compliance with the Civil Procedure Code and the statute of limitations is essential for a successful debt collection process.

Resources for International Debt Collection

Several resources are available to assist international creditors with debt recovery in Romania. These include debt collection agencies specializing in international debt collection, law firms with expertise in Romanian law, and government agencies that provide support to foreign businesses. Leveraging these resources can streamline the debt collection process and improve the likelihood of recovering unpaid invoices. Expert legal services providers offer tailored solutions for international debt collection in Romania, ensuring compliance with all relevant regulations.

Conclusion: Effective Strategies for Debt Recovery

Key Takeaways for Creditors

For creditors seeking debt recovery in Romania, several key takeaways can enhance their success. To increase your chances of recovering unpaid debts, it’s crucial to:

Maintain thorough documentation of all transactions and unpaid invoices.
Act promptly and be aware of the statute of limitations.
Understand the Romanian legal framework governing debt collection.

Lastly, consider engaging a law firm with expertise in debt recovery in Romania to navigate the complexities of the legal proceedings and recover unpaid invoices.

Resources and Support for Debt Recovery

Various resources and support systems are available for debt recovery in Romania. Debt collection agencies can assist with the initial stages of debt collection, while debt recovery lawyers provide expert legal action. Government agencies and trade organizations also offer guidance on debt collection processes and insolvency procedures. Leveraging these resources can streamline the debt collection process, helping creditors recover their unpaid invoices effectively.

When to Seek Legal Action

Seeking legal action is advisable when amicable attempts to recover unpaid invoices have failed. If the debtor in Romania is unresponsive or unwilling to pay, initiating legal proceedings becomes necessary. Engaging a debt recovery lawyer ensures that all legal action is taken in compliance with the Civil Procedure Code and Romanian Law. This proactive approach increases the likelihood of debt recovery and protects the creditor’s financial interests against non-payment.

Additional Resources for Debt Collection in Romania

To support your debt recovery efforts, here are authoritative resources, references, and additional information from our blog:

Debt Collection in Romania: How to Protect Your Interests and Rights as a Creditor – Comprehensive guide on extrajudicial and judicial debt collection procedures, including reminders, demand letters, and court proceedings.
Creditors Rights in Romania: Legal Protections – Detailed information on creditor rights, insolvency proceedings, enforcement methods, and European debt collection procedures.
Simplified Cross-Border Debt Collection in Romania – Expert guidance on international debt recovery, EU small claims procedures, and cross-border enforcement strategies.
Professional Debt Collection Lawyer Services – Information about our debt collection services, case review process, and how we assist clients in recovering outstanding invoices.
European e-Justice Portal – How to Bring a Case to Court in Romania – Comprehensive information on Romanian civil procedure, court jurisdiction, and filing requirements.
Romanian Courts Portal – Official portal for accessing court information and case details in Romania.
Bucharest Bar Association – Official bar association providing access to qualified legal professionals in Bucharest.
e-Justice Portal – Online Case Processing in Romania – Information on electronic filing, case management, and court communications.

Video: Understanding Debt Collection in Romania

Play

Frequently Asked Questions About Debt Collection in Romania

What should I do if I have unpaid invoices in Romania?

To address unpaid invoices in Romania, first communicate with the debtor to obtain payment. If this fails, consider hiring a Romanian law firm to assist with debt collection services, or initiate a court claim under the Romanian civil procedure code.

How can I substantiate my claim for unpaid invoices?

You can substantiate your claim by gathering all relevant documentation, including contracts, correspondence, and invoices. This evidence is crucial in a debt collection case in Romania to support your statement of claim.

What is the process for initiating a small claims procedure in Romania?

To initiate a small claims procedure in Romania, the value of the claim must not exceed RON 10,000 on the date of referral to court. You must file your claim within the statute of limitations period (typically 3 years from the date the debt became due). Once filed, the defendant has 30 days to respond to the court’s service of documents. Ensure you are familiar with the rules of civil procedure, as this will guide you through the necessary steps.

What are the costs involved in debt recovery?

Collection costs can vary depending on the complexity of the case and the amount of the claim. You may incur costs from your debtor if you successfully recover your unpaid invoices, as Romanian law provides for the recovery of outstanding collection costs.

How long does the limitation period last for debt collection cases?

The statute of limitations for debt collection in Romania typically lasts for three years from the date the debt became due. It’s important to act promptly to ensure your claim is still valid during this period.

Can I issue an order for payment for unpaid invoices?

Yes, you can issue an order for payment for unpaid invoices through the Romanian courts. This is a formal request that can expedite the recovery process and is often part of a debt recovery strategy.

What role does a bailiff play in debt collection?

A bailiff, or executor judiciar, in Romania can assist in enforcing court decisions related to unpaid invoices. They are authorized to seize assets if a debtor fails to comply with a payment order.

How does the relationship between the parties affect debt recovery?

The relationship between the parties can impact the debt recovery process. A more amicable relationship may lead to negotiations and settlements, while a contentious one might necessitate legal representation and formal court procedures.

What are the benefits of using a Romanian law firm for debt collection?

Engaging a top law firm in Romania can provide you with expert legal representation and a robust debt recovery strategy. They can navigate the complexities of the Romanian civil procedure code and improve your chances of recovering your receivables efficiently.

Romanian business professional reviewing GDPR compliance checklist on laptop in Bucharest office

8Oct

GDPR Compliance Checklist for Romanian Companies 2025

by Simona Rotaru Data Protection

Play

GDPR Compliance Checklist for Romanian Companies

What crucial step could protect your business from devastating fines while building customer trust?

Many organizations underestimate how Europe’s strict data protection laws apply to their operations.

While GDPR penalties can reach €20 million or 4% of global revenue, Romanian enforcement authorities have imposed fines ranging from €3,000 to €130,000 for violations, demonstrating that penalties scale with the severity of breaches and organizational size.

Romania’s evolving digital economy demands proactive measures to align with rigorous privacy standards.

Legal experts emphasize that proper adherence involves more than basic policy updates—it requires systematic data governance.

Companies must address consent protocols, breach response plans, and cross-border data flows to avoid regulatory scrutiny.

Specialized legal guidance helps businesses transform compliance into strategic advantages.

Firms adopting privacy-first approaches often see improved client relationships and operational resilience.

Those delaying action risk not only financial consequences but also long-term reputational damage in competitive markets.

For tailored strategies meeting international standards, contact our data protection lawyers in Bucharest.

Our team of legal professionals provide actionable frameworks to navigate complex requirements while prioritizing business growth.

Key Takeaways

Data protection laws apply regardless of a company’s physical location if EU resident information is processed,
Penalties can reach €20 million or 4% of global revenue, emphasizing the need for preventive measures,
Building customer trust through transparent data practices creates market differentiation,
Legal experts offer customized solutions to align business operations with regulatory demands,
Compliance involves continuous monitoring, not just one-time adjustments.

Understanding GDPR and Its Impact on Romanian Businesses

How can organizations in Romania turn regulatory demands into strategic opportunities?

The General Data Protection Regulation (GDPR) reshapes how businesses manage information, particularly for entities handling EU residents’ data.

Its extraterritorial scope means even non-EU-based firms must adhere to strict standards when processing personal details of European citizens.

Core Regulatory Foundations

The regulation establishes six foundational principles for data handling, plus an overarching accountability principle.

These mandate that organizations:

Process information lawfully and transparently,
Collect only necessary data for specific purposes,
Maintain accuracy and limit storage durations.

Such requirements demand technical safeguards like encryption and operational protocols for accountability.

Privacy-by-design methodologies ensure protections are embedded in all systems.

Strategic Advantages for Local Entities

Adhering to these standards transforms obligations into opportunities.

Firms prioritizing data protection report:

Enhanced client confidence through transparent practices,
Reduced breach-related costs and operational disruptions,
Differentiation in markets where privacy concerns influence decisions.

For tailored strategies aligning Romanian operations with these regulations, consult our team of Romanian Lawyers.

Proactive adaptation not only mitigates risks but positions businesses as trustworthy data stewards.

Exploring Key GDPR Roles and Terminology

Who holds ultimate accountability in data governance frameworks?

Clarifying responsibilities under privacy regulations helps organizations establish clear operational boundaries.

Three critical roles form the foundation of proper data management practices.

Data Controllers, Processors, and Data Subjects

Data controllers determine why and how personal information is handled.

They bear legal responsibility for compliance across all processing activities.

Third-party processors execute tasks under controller directives but must independently meet security standards.

Individuals whose data is collected, known as data subjects, retain rights to access or delete their information.

Organizations must implement systems to honor these requests efficiently.

The Essential Role of the Data Protection Officer (DPO)

A data protection officer oversees compliance strategies and acts as the regulatory liaison.

This role is mandatory for entities processing sensitive data or conducting large-scale monitoring.

Under Romanian Law 190/2018, organizations processing national identification numbers (CNP) based on legitimate interest must also appoint a DPO, even if they don’t meet the standard GDPR thresholds.

This additional requirement reflects Romania’s enhanced protection for sensitive national identifiers.

Romanian businesses uncertain about role allocations should consult office@theromanianlawyers.com.

Proper classification prevents overlapping liabilities and ensures alignment with cross-border standards.

Conducting a Comprehensive Data Audit and Mapping

Organizations handling personal information must first establish clarity in their data ecosystems.

A systematic audit reveals how data flows through operations, exposing vulnerabilities while ensuring alignment with legal obligations.

This foundational step transforms raw information into actionable insights for risk management.

Identifying What Personal Data You Collect

Begin by cataloging every category of personal data your organization processes.

Common examples include:

Contact details (names, email addresses).
Digital identifiers (IP addresses, device information).
Sensitive records (financial data, health information).

Document each data point’s purpose, collection method, and retention timeline.

Assess whether processing activities rely on valid legal grounds like contractual necessity or explicit consent.

Storage locations demand equal scrutiny—identify physical servers, cloud platforms, and third-party repositories holding sensitive materials.

Access controls form another critical audit component.

Map which employees or systems interact with personal data and verify authorization protocols.

This process highlights potential exposure points while streamlining responses to information requests.

Romanian entities seeking structured frameworks for these assessments may contact our data protection legal specialists.

Expert guidance ensures audits meet regulatory expectations while supporting operational efficiency.

GDPR Compliance Checklist for Romanian Companies

Businesses handling EU data face operational complexity when aligning processes with privacy standards.

Structured frameworks simplify adherence while minimizing risks of non-conformance.

Effective strategies combine procedural clarity with technological safeguards to meet evolving requirements.

Actionable Protocols for Information Security

Organizations should prioritize these critical measures:

Action Item	Responsible Party	Deadline
Complete data flow mapping	IT & Legal Teams	30 Days
Implement encryption protocols	Security Department	45 Days
Update third-party contracts	Compliance Officer	60 Days

Consent Management Best Practices

Valid authorization requires unticked checkboxes and separate permissions for distinct processing purposes.

Confirmation emails enhance verification, while centralized logging systems track user agreements with timestamps and purpose details.

Organizations must honor withdrawal requests without undue delay and provide confirmation within one month, as required by GDPR Article 12(3).

Automated systems should flag outdated records immediately upon withdrawal, ensuring ongoing alignment with transparency obligations and ceasing processing activities promptly.

Regular audits verify adherence to storage limitation principles and access controls.

Local enterprises seeking customized frameworks may contact office@theromanianlawyers.com.

Specialized guidance helps establish resilient processes that satisfy regulatory expectations while supporting operational scalability.

Ensuring Website Security and Transparent Privacy Policies

How do modern businesses balance robust security with user transparency?

Websites storing personal information require layered defenses against cyber threats.

Organizations must adopt technical safeguards while clearly communicating data handling practices to users.

Implementing SSL, Strong Passwords, and Anti-Virus Measures

HTTPS encryption via SSL certificates forms the first line of defense.

Multi-factor authentication and complex passwords prevent unauthorized account access.

Regular vulnerability scans and firewall updates address emerging threats.

Advanced protections include:

Content Delivery Networks (CDNs) to mitigate DDoS attacks,
Intrusion detection systems monitoring server activity,
Automated backups stored in geographically separate locations.

Designing Clear and Accessible Privacy Notices

Privacy policies must explain data collection purposes in plain language.

Every page should feature a visible link to these documents. Essential disclosures include:

Types of information gathered (contact details, device data)
Legal basis for processing activities
Third-party data sharing arrangements

Entities developing their online platforms should consult office@theromanianlawyers.com for policy reviews.

Proper alignment with privacy standards builds credibility while reducing legal exposure.

Managing Third-Party Vendors and International Data Transfers

How can businesses ensure their partners meet strict data protection standards?

Organizations relying on external vendors must verify their adherence to privacy regulations.

This requires thorough evaluations and contractual safeguards to maintain accountability across supply chains.

Evaluating Vendor Requirements and Contracts

Entities handling personal information must catalog all service providers processing data.

This includes cloud platforms, payment systems, and marketing tools.

Assessments should examine vendors’ security certifications, breach response plans, and documentation of regulatory alignment.

Legally binding agreements define responsibilities between controllers and processors.

These contracts specify permitted activities, retention timelines, and security protocols.

Subcontractor arrangements require explicit approval to maintain oversight.

Requirement	Action	Mechanism
Vendor Accountability	Review security audits	Annual assessments
Data Transfers	Implement SCCs	Contractual clauses
Risk Mitigation	Conduct impact analyses	Transfer evaluations

Cross-border data flows demand additional precautions.

Companies must confirm whether recipient countries have EU adequacy status.

For other regions, standardized contractual clauses or binding corporate rules become mandatory safeguards.

Romanian enterprises navigating these complexities should seek specialized Romanian Lawyer.

Proactive vendor management frameworks prevent regulatory violations while fostering trust with European partners.

Contact office@theromanianlawyers.com for tailored strategies addressing cross-border operational challenges.

Preparing for Data Breaches and Facilitating Data Subject Rights

What separates resilient organizations from vulnerable ones when cyber threats strike?

Proactive preparation for security incidents and efficient handling of individual rights form the backbone of modern data governance.

Organizations must balance rapid response capabilities with systematic processes to address user inquiries.

Developing a Robust Breach Response Plan

Effective incident management requires predefined protocols.

Immediate detection mechanisms trigger containment procedures within one hour of identifying unauthorized data access.

Forensic teams analyze breach scope while legal advisors determine notification obligations to authorities within 72 hours.

Regular simulation exercises test communication channels between IT, legal, and PR departments.

Documentation templates for breach reports ensure regulatory requirements are met without delays.

Continuous monitoring systems flag unusual activity patterns to prevent escalation.

Streamlining Data Subject Access Requests

Individuals increasingly exercise their right to review or delete personal information.

Centralized portals allow users to submit requests through secure authentication methods.

Automated workflows verify identities and route inquiries to appropriate teams within 24 hours.

Response templates maintain consistency while adhering to legal timelines.

Secure delivery channels protect sensitive information during transmission.

Audit trails demonstrate compliance with access rights obligations during regulatory inspections.

Entities requiring customized frameworks for incident management or user rights processes should contact office@theromanianlawyers.com.

Structured approaches transform regulatory demands into operational strengths while maintaining stakeholder trust.

FAQ

When must Romanian businesses appoint a data protection officer?

Organizations must designate a data protection officer if they systematically monitor individuals on a large scale or process sensitive categories like health records.

Public authorities in Romania also require this role regardless of data volume.

How long can companies retain customer information under EU regulations?

Storage periods must align with the original purpose for collection.

For example, transaction records may be kept for tax compliance periods specified by ANAF (Romania’s tax authority), while marketing contact lists require periodic reviews for relevance.

What technical safeguards are mandatory for website security?

Essential measures include SSL encryption, multi-factor authentication, regular penetration testing, and documented patch management processes.

Organizations should implement security measures proportionate to the risk level of data processing, following GDPR Article 32 requirements for appropriate technical and organizational measures.

Are international cloud providers like AWS or Microsoft Azure GDPR-compliant for Romanian data?

Providers operating under EU-approved mechanisms like Standard Contractual Clauses (SCCs) or binding corporate rules generally meet requirements.

However, companies must verify current certifications and update Data Processing Agreements (DPAs) annually.

What penalties apply for violating data subject rights in Romania?

The National Supervisory Authority for Personal Data Processing (ANSPDCP) can impose fines up to €20 million or 4% of global turnover.

Recent enforcement actions targeted improper consent practices and delayed breach notifications.

How should organizations handle data access requests from employees?

Businesses must respond within 30 days, providing free electronic copies of records.

Implement automated DSAR workflows in platforms like Microsoft 365 or specialized tools such as OneTrust to track and fulfill requests efficiently.

Tag romanian law firm

What is D&O insurance and what does it protect?

Is D&O insurance mandatory for Romanian directors?

Which Romanian director-liability claims may engage the policy?

How does a D&O claim move from allegation to payment?

What does D&O insurance usually not cover?

Does D&O insurance cover insolvency, tax liability or criminal proceedings?

What should a Romanian company check before buying or renewing D&O cover?

How should D&O insurance fit with corporate governance?

The bottom line

Frequently asked questions

Reviewing D&O cover for a Romanian company?

Related guides

What does a share purchase agreement do in Romania?

Why must legal due diligence come before the SPA is finalised?

Which clauses matter most in a Romanian share purchase agreement?

How should the purchase price be structured?

What is the difference between signing and closing?

Which Romanian approvals and filings can affect closing?

Corporate approval and ONRC registration

ANAF notification and tax-debt safeguards

Merger control

Investment screening

What should happen at closing?

What limitations should apply to seller liability?

A buyer’s pre-signing checklist

The bottom line

Planning the acquisition or sale of a Romanian company?

Related guides

Frequently asked questions

When is a Romanian invoice late — and what can a creditor recover?

What can a Romanian creditor charge on a late invoice?

When is a payment legally late?

How is the interest rate calculated?

The €40 flat compensation and recovery costs

Which payment terms are valid — and which clauses are void?

How to recover an unpaid invoice in Romania: the practical route

Which route fits which situation?

Illustrative scenarios

How to protect your position before and after maturity

The Bottom Line

Related guides

Frequently asked questions

Do You Need a Lawyer to Start and Run a Business in Romania? (Complete 2026 Guide for Entrepreneurs)

Do You Need a Lawyer to Start a Business in Romania?

What Is Required to Start a Business in Romania?

Why Do Entrepreneurs Hire a Business Lawyer in Romania?

What Are the Risks of Starting Without a Lawyer?

1. Incorrect Company Structure

2. Weak Contracts

3. Compliance Issues

4. Business Disputes

Related Legal Guides

When Can You Start a Business Without a Lawyer?

When Should You Hire a Business Lawyer in Romania?

What Does a Business Lawyer Do?

How Much Does a Business Lawyer Cost in Romania?

Is It Better to Start With or Without a Lawyer?

Lawyer vs Accountant: What’s the Difference?

Business Startup Checklist in Romania

Common Legal Mistakes Entrepreneurs Make

The Bottom Line

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

What happens when a Romanian SRL has unpaid invoices?

Romanian Law on Unpaid Invoices (SRL Guide)

How to Recover Unpaid Invoices in Romania (Best Legal Options)

Legal Methods for Debt Recovery Romania (SRL Guide)

Option 1 — Pre-Litigation: Start Here Every Time

What is a somație de plată in Romania?

What is the fastest way to recover debt in Romania?

Option 3 — Claim for damages (Standard Commercial Claim)

Option 4 — EU Cross-Border Clients

What Are the Chances of Recovering Unpaid Invoices in Romania?

Example: Recovering a €5,000 Unpaid Invoice in Romania

VAT Implications for Unpaid Invoices in Romania

The 4 Mistakes Romanian SRL Owners Make With Unpaid Invoices

Waiting too long before formal action

Accepting partial payments without a written record

Pursuing a client who is already in insolvency

Not having penalty clauses in the original contract