What is the tax rate for property income in Romania for non-residents?

The effective tax rate for long-term rentals is 8% of gross income (10% tax applied to 80% of gross income after a 20% flat deduction).

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

18Sep

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

by Simona Rotaru Contract Law, Data Protection, Digital Law

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

Key points for companies buying AI services in Romania:

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

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

Why does an AI vendor contract need a separate review?

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

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

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

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

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

Contract navigator

Build the AI contract in five connected layers

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

System and intended use

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

AI vendor due diligence before contract negotiation

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

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

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

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

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

What clauses should an AI vendor agreement contain?

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

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

1. Define the system, version and intended purpose

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

2. Allocate AI Act and GDPR roles separately

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

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

3. Control prompts, files, outputs and training use

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

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

4. Make performance, limitations and human oversight usable

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

5. Require evidence and audit cooperation

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

6. Coordinate security and incident notification

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

7. Address intellectual property and third-party claims

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

8. Control subcontractors, subprocessors and model dependencies

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

9. Regulate model and policy changes

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

10. Connect liability to the risks that matter

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

11. Preserve suspension, termination and transition rights

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

12. Align the whole contract suite

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

Customer and supplier priorities are not identical

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

Practical experience: how Atrium approaches an AI contract review

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

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

AI vendor contract checklist before signature

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

Frequently asked questions

Does every AI vendor contract need a GDPR DPA?

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

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

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

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

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

Should the contract name the underlying AI model?

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

Who owns AI-generated output?

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

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

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

Negotiating an AI vendor contract connected with Romania?

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

Discuss the contract with a Romanian lawyer

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

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

Romanian lawyer reviewing employee and independent contractor arrangements with business clients

16Aug

Employee vs Contractor in Romania: Legal Risks

by Simona Rotaru Employment Law

Employee or independent contractor in Romania?

Foreign companies must match the contract to the way the work will actually be organised. Romanian employment and tax rules look beyond labels, invoices and foreign templates when control, integration and commercial independence point in another direction.

A company cannot turn an employee into an independent contractor simply by changing the contract title. Romanian authorities and courts may examine how the relationship works in practice: who controls the schedule, location and method of work, whether the individual may serve other clients, who bears commercial risk and whose resources are used. Before engaging a Romanian contractor, foreign companies should test both the written terms and the operating model, document genuine independence and correct any inconsistent practices.

Hiring an individual in Romania requires an early classification decision. The company must determine whether it needs an employee working under its authority or an independent provider responsible for delivering agreed services through their own business activity.

This distinction affects much more than the contract label. It can determine employment protections, payroll and social-contribution treatment, working-time controls, termination requirements and the allocation of commercial risk. A foreign template describing someone as a “consultant” or “independent contractor” will not resolve those questions if the day-to-day relationship operates like employment.

Can the parties simply choose employee or contractor status?

No. The parties may choose a contractual structure, but that structure must match the legal and economic reality of the work. A services agreement cannot safely replace an employment contract where the individual is, in substance, working under the company’s authority and direction.

Romanian law approaches classification from more than one direction. The Romanian Labour Code defines an individual employment contract through work performed for and under the authority of an employer in return for remuneration. Separately, the Romanian Fiscal Code defines independent activity through a statutory set of criteria and allows the tax authorities to reclassify a transaction or activity so that its tax treatment reflects its economic substance.

The practical assessment therefore has two connected parts:

Contractual structure: what rights, duties, control mechanisms and risks the documents create.
Operational reality: how managers and the individual actually organise and perform the work.

Risk: A carefully drafted contractor agreement can still be undermined by daily instructions, fixed attendance, manager approval of absences, exclusivity, company-controlled tools or treatment identical to employees.

What is the practical difference between an employee and an independent contractor?

Decision factor	Employee	Independent contractor
Legal relationship	Performs work under an individual employment contract.	Provides defined services under a civil or commercial agreement.
Direction and control	Works for and under the authority of the employer.	Controls the method and organisation of the service, subject to agreed deliverables.
Schedule and location	Normally follows contractual and employer-established working arrangements.	Should have meaningful freedom to choose when, where and how the service is performed.
Commercial risk	The employer bears the business risk and owes the agreed salary.	The provider assumes genuine risks linked to cost, performance and organisation.
Other clients	May have other employment, subject to working-time, conflict and incompatibility rules.	Should be free in substance to offer services to several clients.
Tools and resources	Work is commonly performed with employer-provided systems and resources.	The provider ordinarily uses or organises their own professional resources.
Statutory protections	Receives the mandatory protections attached to employment status.	Relies primarily on the services agreement and the law governing that agreement.
Ending the relationship	Termination must follow the applicable employment route and mandatory safeguards.	Termination follows the contract and applicable civil or commercial rules.

Figure 1: The operational spectrum used by Romanian Labour & Tax authorities to assess workforce relationships.

No single row decides the classification. The correct conclusion depends on the relationship as a whole. For example, a contractor may need access to a client’s secure systems without becoming an employee. Conversely, issuing invoices through a registered business does not by itself prove independence if the individual remains subject to employee-like control.

What does Romanian employment law treat as employment?

The central employment indicator is subordination: the individual performs work for and under the authority of the employer in return for remuneration. The company’s control over the person, not merely its right to accept a deliverable, is particularly important.

Article 10 of the Labour Code defines the individual employment contract as the agreement under which an individual undertakes to perform work for and under the authority of an employer in exchange for remuneration. This is different from a genuine customer-provider relationship, where the customer specifies the expected result but does not manage the provider as part of its workforce.

Where the facts point to employment, our employment lawyers in Romania can review the proposed contract, workplace controls and onboarding documents before work begins.

For employment, the contract must be concluded in writing, in Romanian, no later than the day before the employee starts work. The employer must also complete the required employee-register formalities before work begins. The Romanian Labour Inspectorate confirms these requirements in its official employment-contract guidance.

Operational indicators that may point towards employment include:

a manager determines the individual’s daily or weekly schedule;
attendance at a company location or continuous online availability is mandatory;
the individual receives detailed instructions about how work must be performed;
absences require permission rather than coordination of deliverables;
performance is managed through the same hierarchy and procedures used for employees;
the individual is presented internally or externally as a member of staff;
the role is personal and the individual cannot use collaborators or substitutes;
the individual bears little or no genuine commercial risk.

These are indicators, not an automatic checklist. The nature of the work, regulatory requirements, information security and customer obligations may justify some controls. The question is whether those controls preserve an independent business relationship or place the individual under employer-like authority.

When does the Fiscal Code recognise an independent activity?

Under Article 7 of the Fiscal Code, an activity performed by an individual for income is independent when at least four of seven statutory criteria are met. The evidence should show that those criteria operate in practice, not only that they were copied into the contract.

Fiscal Code criterion	Practical evidence to examine
1. Freedom over place, method and schedule	The provider plans performance independently and is not assigned employee attendance hours.
2. Freedom to work for several clients	The contract permits other clients and the operational model does not make that freedom artificial.
3. Assumption of inherent business risk	The provider bears relevant costs, rectification duties or other genuine performance risks.
4. Use of the individual’s own assets	The provider uses or arranges professional equipment, software, workspace or other business resources where appropriate.
5. Use of intellectual or physical capacity	The service depends on the provider’s own professional expertise or performance.
6. Membership of a regulated professional body	The activity is carried out within a legally regulated profession, where applicable.
7. Freedom to perform directly, with staff or collaborators	The provider may lawfully organise delivery personally or through employees or collaborators, subject to justified qualification and confidentiality requirements.

Figure 2: The 7 statutory criteria under Romanian Fiscal Code Art. 7. At least 4 must be satisfied and backed by operational proof.

Practical tip: Build a short evidence file for each material contractor relationship. Keep the agreement, scope of work, invoices, deliverable records and evidence of independent organisation together. A clause is stronger when the working record supports it.

Are four fiscal criteria enough to eliminate employment risk?

Not necessarily. The four-of-seven test defines independent activity for Romanian tax purposes, but it should not be treated as permission to reproduce an employment relationship through a services contract.

The tax and employment analyses overlap, particularly around control, business risk and operational autonomy, but they do not perform exactly the same function. The Labour Code focuses on work performed under employer authority. The Fiscal Code focuses on the conditions for independent activity and the correct tax treatment of economic substance.

Article 11 of the Fiscal Code allows the tax authorities to disregard a transaction without economic purpose or reclassify the form of a transaction or activity to reflect its economic content. The authority must explain the relevant facts and evidence supporting the reclassification. This makes consistent documentation important, but it also means that documentation must reflect reality.

European Union case law follows a similar substance-based approach for EU-law concepts of “worker”. In Yodel Delivery Network, Case C-692/19, the Court of Justice explained that an “independent contractor” label does not prevent worker classification where independence is merely notional. Relevant considerations included control over time, place and content of work, exposure to commercial risk, integration into the undertaking and freedom to use substitutes or serve third parties.

Which arrangements create the highest misclassification risk?

Fixed employee-style availability

The contractor must work the company’s standard hours, remain continuously available and obtain approval for any absence, regardless of deliverables.

Control over method, not only result

A company manager allocates daily tasks, prescribes the precise working method and continuously supervises the individual in the same way as employees.

Artificial freedom to serve other clients

The agreement permits other clients, but workload, exclusivity expectations or availability requirements make that freedom unrealistic.

No meaningful business risk

The individual receives a fixed recurring amount, bears no relevant costs or correction obligations and is paid regardless of the agreed output.

Full integration into the organisation

The contractor has an internal job title, reports through the employee hierarchy, appears in staff structures and is evaluated under employee procedures.

A recurring monthly fee, a long relationship, one important client or use of a customer system is not automatically decisive. Each fact must be assessed in context. Risk rises when several employee-like elements combine and genuine commercial independence becomes difficult to demonstrate.

What can happen after a misclassification finding?

A misclassification finding can open separate tax, employment, social-contribution and contractual questions. The precise exposure depends on who makes the finding, the period reviewed, the parties involved and the evidence.

Tax and social-contribution exposure

The tax authority may reassess the economic substance of the activity and determine the related tax and contribution consequences. Historic treatment, payment records, filings and the allocation of responsibility between the parties must be reviewed before quantifying any exposure.

Employment rights and claims

An individual may argue that the factual relationship was employment and seek rights associated with employee status. Questions may arise concerning remuneration, working time, leave, termination, employee records and other mandatory protections. The outcome depends on the legal route and the evidence, not on the contract title alone.

Inspection and document risk

Where work has in substance been performed as employment without the required employment formalities, the company may face labour-inspection consequences. Specific sanctions should be assessed against the law in force and the facts at the date of the review.

Commercial and transaction risk

Misclassification can affect due diligence, financing, investment or an acquisition. A buyer may ask for the contractor population, templates, tax treatment, intellectual-property arrangements and potential historic liabilities to be reviewed before closing.

Intellectual property and confidentiality

The company should not assume that an employment-style intellectual-property position automatically applies to an independent provider. Ownership, assignment, permitted use, confidentiality and return or deletion of information should be dealt with expressly and consistently with the actual relationship.

Does contracting through a PFA or an SRL remove the risk?

No business form provides an automatic safe harbour. It may change the contractual and tax analysis, but the parties should still examine who performs the service, how the relationship operates and whether the structure has genuine commercial substance.

A Romanian authorised individual enterprise, commonly referred to as a PFA, is closely connected to the individual providing the activity. An SRL is a separate legal entity, which may employ staff, assume business risks and organise delivery through its own resources. Those differences matter, but neither registration document should replace a factual review.

If the supplier structure is still being established, the practical differences should also be considered alongside our guidance on company formation in Romania for foreign founders.

For an SRL supplier, examine whether the supplier is genuinely providing a business service or whether one individual is effectively inserted into the customer’s organisation under continuous personal control. For a PFA, test the statutory independence criteria directly and retain evidence supporting them.

Foreign companies should also avoid importing assumptions from their home jurisdiction. A worker physically performing activity in Romania may trigger Romanian employment, tax, social-security, registration or permanent-establishment questions. Those cross-border issues require a separate review based on the company, worker, location and duration of the arrangement.

Related structures may require a different analysis. Our guide to dual employment in Romania explains the rules applicable when an individual holds more than one employment contract, while the guide to service contract requirements in Romania covers the clauses and compliance points relevant to genuine service relationships.

Three illustrative classification scenarios

Scenario 1: project-based software specialist

A specialist agrees to deliver defined software modules, chooses the working schedule and location, uses their own business equipment, serves several clients and may use qualified collaborators. The customer controls security standards, acceptance criteria and deadlines but not the specialist’s daily organisation.

Assessment: These facts support independence, subject to the complete contract, tax position and actual implementation.

Scenario 2: “consultant” managed as staff

An individual works from 09:00 to 18:00, reports daily to a department manager, needs approval for time off, uses only company equipment, appears on the internal organisation chart and cannot accept other clients.

Assessment: The contractor label is difficult to reconcile with the operational indicators of subordination and workforce integration.

Scenario 3: regulated client environment

An external professional must work through the customer’s secure system and attend specific meetings because of regulatory and information-security requirements. The professional otherwise decides how to perform the mandate, bears professional risk and maintains other clients.

Assessment: Use of customer systems and scheduled coordination do not decide the issue alone. The purpose and extent of control must be examined.

These scenarios are illustrative. Changing one fact, such as exclusivity, substitution rights, commercial risk or management control, may change the conclusion.

How should a foreign company structure a genuine contractor relationship?

Define the result. Describe services, deliverables, acceptance criteria and deadlines instead of creating an employee job description.
Preserve operational autonomy. Allow the provider meaningful control over place, schedule and method, subject to justified security and coordination requirements.
Address other clients. Avoid broad exclusivity unless a narrow restriction is genuinely necessary and legally supportable.
Allocate business risk. Specify responsibility for costs, tools, corrections, professional organisation and non-conforming deliverables.
Review substitution and collaboration. Permit lawful use of qualified personnel or collaborators where compatible with the service, confidentiality and regulatory requirements.
Separate contractors from HR procedures. Do not automatically apply employee leave approval, performance management, benefits or disciplinary systems.
Protect data, confidentiality and IP. Draft clauses that fit an independent services relationship and the actual information or assets involved.
Keep evidence. Retain statements of work, invoices, deliverables and communications showing independent organisation.
Reassess material changes. Review the classification when the scope, reporting line, exclusivity, workload or duration changes.

How can a company audit its existing Romanian contractors?

Figure 3: Corporate audit roadmap for evaluating contractor populations in Romania.

Inventory every arrangement. Identify individuals engaged directly, through a PFA, through a personal SRL or through an intermediary.
Map the facts. Record schedule, location, reporting, tools, clients, payment model, risk, substitution and integration.
Test the seven fiscal criteria. Identify which criteria are genuinely met and what evidence supports each conclusion.
Test employment subordination. Compare management practices against the Labour Code concept of work under employer authority.
Check connected risks. Review tax, social security, immigration, permanent establishment, IP, confidentiality and data protection where relevant.
Classify by risk. Separate clearly independent providers, fact-sensitive cases and arrangements that operate like employment.
Implement a lawful correction plan. Amend terms and practices where the relationship remains genuinely independent, or move to an appropriate employment structure where the facts require it.

Risk: Do not “repair” the file by backdating documents or creating evidence that did not exist. Remediation should accurately record the current position and lawfully correct the arrangement going forward, while historic exposure is assessed separately.

The Bottom Line

The employee-versus-contractor decision must be made from the work model, not from the preferred invoice or contract label. Genuine contractors organise an independent activity, retain meaningful autonomy and assume real business responsibility. Employees perform work within the employer’s authority and receive the mandatory protections attached to that status.

For foreign companies, the safest starting point is a combined contract and operations review before the individual begins work. The same review should be repeated whenever the role becomes more integrated, exclusive or manager-controlled.

Request a contractor-classification review View employment law services

Frequently asked questions

Can a Romanian contractor work for only one client?

One client does not automatically create employment, but it weakens one of the express indicators of independent activity and may increase economic dependence. The full relationship must still be assessed, including control over schedule and method, commercial risk, tools, substitution rights and whether the contractor is integrated into the client’s organisation.

Is a monthly fixed fee evidence of employment?

Not by itself. A genuine provider may charge a monthly retainer or recurring service fee. Risk increases where the payment resembles a salary and is combined with fixed attendance, continuous personal availability, direct supervision, no deliverable risk and treatment identical to employees.

Can a foreign company hire a Romanian individual as a contractor?

Potentially, but the company should confirm that the activity is genuinely independent and that the contractor has an appropriate legal and tax setup. The arrangement may also raise Romanian tax, social-security, employment, registration or permanent-establishment questions depending on the company, work location and duration.

Does an SRL invoice eliminate misclassification risk?

No. An SRL is a separate legal entity and that distinction matters, but the customer should still examine whether it receives an independently organised business service or manages one individual as part of its workforce. Contracting structure, economic substance and daily practice must be assessed together.

Should the agreement use Romanian law?

The applicable law depends on the parties and cross-border structure. A foreign governing-law clause cannot necessarily remove mandatory rules relevant to work performed in Romania. The governing law, jurisdiction, tax position and mandatory employment protections should be reviewed together before using a foreign template.

When should an existing contractor arrangement be reviewed?

Review it when the contractor becomes exclusive, moves into a managerial reporting line, adopts employee working hours, receives company benefits, stops using independent resources or shifts from project delivery to an ongoing internal role. A periodic review is also appropriate for material or long-running engagements.

Disclaimer: This article provides general legal information and does not constitute legal or tax advice. Classification depends on the contract, the actual working relationship, the parties’ tax status and the applicable Romanian and EU rules.

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

Modern apartment building with calculator and documents illustrating rental income tax in Romania

30Mar

Non-Resident Tax in Romania on Property Income: The 2026 Guide

by Simona Rotaru Property Law

Non-Resident Tax in Romania on Property Income: The 2026 Guide

If you own property in Romania but live abroad, you must declare your rental income to ANAF every year. For long-term rentals, the rules are clear: a 20% flat deduction applies and you pay 10% tax on the remaining 80%, producing an effective rate of 8% on gross rent. Short-term rental taxation was modified by Law 239/2025 but the applicable regime depends on your specific situation. Filing is done via the Declarația Unică (D212) by 25 May. With the right guidance, compliance is manageable and the tax burden stays low.

Many foreign property owners in Romania discover their filing obligation only after ANAF finds them first. That is not a position you want to be in. Romanian tax law is clear: non-resident tax in Romania on property income applies to all owners of Romanian property, regardless of where they live. It doesn’t matter if you’re based in Germany, the UK, the US, or anywhere else. If your property is in Romania and it generates rent, Romania taxes it.

Expert legal and tax guidance is essential for navigating the Romanian property market safely.

The good news is that for standard long-term rentals the system is straightforward. The tax rate is a flat 10%, applied to a reduced taxable base. The filing process is digital. And if your home country has a double taxation treaty with Romania, you likely won’t pay tax twice on the same income.

This guide reflects the current rules so you can understand your position and file correctly. Where the law is still developing or requires professional interpretation, we say so clearly.

Whether you’re already renting out an apartment in Bucharest or considering buying property in Romania, understanding your tax position from the start saves time, money, and stress.

Do Non-Residents Have to Pay Tax on Romanian Property Income?

Yes. Romania taxes income generated within its territory, regardless of where the property owner lives. This means rental income from any Romanian property is taxable in Romania, whether you are a resident of an EU country or anywhere else in the world. The obligation to declare and pay applies every year, as long as you earn rental income from the property.

This is what tax professionals call source-based taxation. According to ANAF’s official guidance on fiscal residence, non-resident individuals are liable to Romanian tax only on their Romanian-source income. Rental income from a property located in Romania is, by definition, Romanian-source income.

Bucharest remains a prime location for international real estate investment.

The obligation covers the following categories:

Long-term residential rentals (apartments, houses, rooms)
Commercial real estate leases (offices, retail spaces, warehouses)
Short-term rentals through platforms like Airbnb or Booking.com
Agricultural land leased to farming operators

There is no minimum income threshold that removes the obligation. Even a single month of rental income creates a filing requirement. The only question is which regime applies and how much you owe.

If you’re also exploring Romanian property law services for your broader investment needs, it’s worth addressing your tax position alongside your legal structure from the outset. Specialized land registry verification can also help ensure your tax record matches your ownership status.

What Law 239/2025 Actually Changed for 2026 (and What It Didn’t)

Several guides published in early 2026 overstate what Romania’s most recent tax legislation changed for property owners. It’s worth being precise, because the actual changes are narrower than much of the commentary suggests.

Law 239/2025 was published in Romania’s Official Journal in December 2025 and entered into force on 18 December 2025. Its income tax provisions apply to income earned from the 2026 fiscal year onwards.

What Law 239/2025 did not change: the long-term rental flat deduction. The 20% flat expense deduction for long-term rentals has been in place since 1 January 2024, introduced by Emergency Ordinance 115/2023 (OUG 115/2023). It replaced a transitional zero-deduction period in 2023 that followed the earlier 40% regime. If you filed correctly for 2024 and 2025, you were already using the 20% deduction. Law 239/2025 left this unchanged.

What Law 239/2025 primarily addressed is the short-term rental sector. The legislation introduced modifications to how short-term rental income is classified and taxed, including changes to the threshold above which rental activity is reclassified as independent commercial income. However, as explained in the section below, the practical application of these changes is still developing and requires individual assessment.

For long-term landlords, 2026 does not bring material change. For owners operating short-term rentals, the picture is more complex and professional advice is strongly recommended before filing.

How Is Tax Calculated on Long-Term Rental Income?

For long-term rentals, Romania applies a 20% flat expense deduction to gross income. You then pay 10% income tax on the remaining 80%. This makes the effective tax rate on gross rent exactly 8%. No receipts or documentation are required to claim the deduction. It is applied automatically when you file your return.

Long-Term Rental Calculation (2026)100%Gross Rent80%Taxable Base8%FINAL TAXEffective Rate

This deduction has been in place since 1 January 2024 under OUG 115/2023 and remains unchanged for 2026.

Here is the full calculation:

Step	Amount / Rule
Gross annual rental income	€10,000
Flat deduction (20%)	€2,000
Taxable income (80%)	€8,000
Tax due (10% of taxable base)	€800

The maths is simple. The challenge for most foreign owners isn’t the calculation. It’s knowing they need to do it at all, and filing on time.

A note on social contributions (CASS). This is an area where the rules are more nuanced than many guides suggest, and the position for non-residents is not identical to that of Romanian residents. Whether CASS applies depends on several factors: the type and total amount of Romanian-source income you earn, how that income aggregates across different categories, and whether you fall within Romania’s social insurance obligations as a non-resident. If your rental income is substantial, it is essential to verify your CASS position specifically with a Romanian tax law adviser before filing.

Short-Term Rentals: What Changed and What Is Still Developing

Short-term rental taxation in Romania is the area of most active legislative change, and also the area where the greatest caution is required when reading guides published online.

Historically, income from renting up to 5 rooms on a short-term basis was taxed based on an income norm system (normă de venit), where ANAF assigned a fixed estimated annual income per room regardless of actual earnings.

Law 239/2025 introduced changes to this framework: it modified the room threshold above which short-term rental activity is reclassified as independent commercial income, and introduced provisions relating to the calculation of net income for short-term rentals. The legislation references a flat expense deduction approach as the new mechanism for determining net income in this category.

But the practical application of these changes is still developing. Full implementation depends on secondary legislation and updated ANAF methodological norms. As of the time of writing, the application of the new regime is not uniformly settled across ANAF interpretations.

What we recommend if you operate short-term rentals:Do not assume that a single flat deduction rate applies automatically to your situation
Verify the current applicable regime with a tax specialist before filing
Keep detailed records of income and rooms rented, as these affect both classification and calculation
Be aware that ANAF has significantly increased monitoring of short-term rental platforms and has access to platform data

The direction of travel under Law 239/2025 is toward a simplified deduction approach for short-term rentals. But given that implementation is still developing, presenting precise numbers as settled would not be accurate. If you operate short-term rentals and want to understand exactly where you stand, contact our team for an assessment of your specific position.

How to File: The Declarația Unică Step by Step

Non-residents earning Romanian rental income must file the Single Tax Return (Declarația Unică), form D212, with ANAF. This form covers both income declaration and the establishment of any contribution obligations. The annual deadline is 25 May, confirmed by ANAF’s official 2026 filing guidance.

Play

The Compliance Roadmap:

Step 1: Obtain a Romanian tax identification number (NIF). This is different from a residency permit. Even as a non-resident, you must be registered with the tax authorities (ANAF). This can be done through a Romanian representative.
Step 2: Register your lease contract with ANAF. Long-term rental contracts must be registered via the lease registration process. Failing to register the contract adds a separate compliance failure.
Step 3: Complete the Declarația Unică electronically. The form is filed through the ANAF digital portal (SPV). Do not assume your data will be pre-populated correctly. Treat the return as something you need to complete and verify yourself.
Step 4: Declare both years. The return covers your actual income from the previous year and your estimated income for the current year.
Step 5: Pay by 25 May. Payment can be made through the SPV portal or via banking channels. Use the correct payment reference.

Filing the D212 is the most critical step in maintaining your legal standing in Romania.

A note on withholding by Romanian companies. If your tenant is a Romanian legal entity, the company may in certain circumstances be required to withhold tax at source. You will still need to file the return, and any withheld amounts are credited against your total liability.

Can a Double Taxation Treaty Reduce Your Overall Tax Bill?

Yes, but not in the way most people expect. A double taxation treaty won’t reduce the Romanian tax you pay locally. What it does is prevent you from being taxed twice on the same income: once in Romania and again in your home country.

Treaty protection ensures you aren’t penalized for international investments.

Romania has an extensive network of double taxation agreements, covering approximately 87 bilateral treaties. Most treaties work through one of two mechanisms:

The credit method: your home country taxes all your income but grants you a credit for the Romanian tax already paid.
The exemption method: your home country simply exempts Romanian-source income from domestic taxation.

The method applies depends on the specific treaty. Reviewing it before filing can meaningfully reduce your combined tax burden. If you’re also considering visa or residency options, be aware that changing your status has consequences for treaty application.

Real Case: How We Handled This for a Germany-Based Client

Our client was based in Germany and owned an apartment in Bucharest generating around €14,000 per year. They had not declared this income and were unsure about their obligations.

Calculation Item	Value
Gross annual rental income	€14,000
Flat deduction (20%)	€2,800
Taxable income (80%)	€11,200
Final tax due in Romania (10%)	€1,120

We clarified the position, registered the client, and filed the Declarația Unică. Because Germany and Romania have a double taxation agreement, the client was eligible for a tax credit in Germany. The overall burden was managed correctly for the first time.

Key takeaway: Compliance is not the obstacle people think it is. The obstacle is delay. The longer you wait, the more years of unfiled returns accumulate, and the more penalties accrue.

Conclusion

Non-resident tax in Romania on property income follows a clear, predictable framework for long-term rentals. The current rules apply a flat 10% rate after a 20% standard deduction, in place since 2024. The effective rate is 8% on gross rent. Filing is done annually via the Declarația Unică by 25 May.

For short-term rentals, Law 239/2025 introduced changes that are still developing in their practical application. If you operate in this category, professional advice before filing is not optional.

Three things matter most regardless of your rental type: understanding which regime applies to your specific situation, filing on time every year, and reviewing your double taxation treaty position to avoid paying more than you legally owe.

Secure Your Tax Position in Romania

Our legal team handles the entire process for foreign property owners: from NIF acquisition to expert filing and ANAF correspondence management.

Contact Our Tax Specialists

Frequently Asked Questions

Do non-residents have to pay tax on rental income from Romanian property?

Yes. Romania taxes income generated within its territory, regardless of the owner’s country of residence. Both EU and non-EU nationals must declare Romanian rental income annually to ANAF and pay a flat 10% income tax on their net rental income. There is no minimum income threshold that removes this obligation.

What is the flat deduction for long-term rental income in Romania?

The flat deduction for long-term rentals is 20% of gross rental income. This has been in place since 1 January 2024, introduced by Emergency Ordinance 115/2023. It was not changed by Law 239/2025. No documentation is required to claim it: the deduction is applied automatically when you complete the Declarația Unică.

How is short-term rental income taxed in Romania in 2026?

Short-term rental taxation was modified by Law 239/2025, which introduced changes to both the classification threshold and income calculation method for this category. However, the practical application of the new rules depends on implementation through secondary legislation and updated ANAF guidance. The applicable regime varies based on your specific situation. If you operate short-term rentals, we strongly recommend professional advice before filing rather than relying on a single fixed calculation.

How do I file the Declarația Unică as a non-resident?

You must obtain a Romanian tax identification number, then file form D212 electronically through ANAF’s SPV portal by 25 May each year. The return covers your actual income from the previous year and your estimated income for the current year. Do not rely on the return being pre-filled: verify all data carefully before submitting. If you can’t access the portal directly, a local representative can file on your behalf.

What happens if I don’t declare my Romanian rental income?

Failing to file the Declarația Unică results in administrative penalties plus daily interest on any unpaid tax. ANAF has the authority to issue a tax assessment based on estimated income if no return is filed. Romanian tax authorities also have access to data from short-term rental platforms. The longer the delay, the larger the accumulated liability. Voluntary compliance, even for prior years, is almost always a better outcome than waiting to be found.

Disclaimer: This guide provides general information only and does not constitute legal or tax advice. Romanian legislation and ANAF administrative practices are subject to frequent change. Always consult with a qualified Romanian lawyer or tax advisor for your individual situation. Atrium Romanian Lawyers takes no responsibility for outcomes based on this general guidance.

Related Resources

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

17Mar

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

by Simona Rotaru Company Formation in Romania, Corporate Law

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

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

Romanian lawyers discussing corporate shareholder structure in a modern office

Strategic legal consultation for complex shareholder changes in Romanian SRLs.

📹 Video Guide: Changing Shareholders in Romania

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

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Need Professional Help?

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

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What Does Changing Shareholders in a Romanian Company Actually Mean?

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

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

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

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

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

Romanian shareholders and lawyers discussing corporate structure in a modern office

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

When Is Shareholder Approval Needed for a Transfer?

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

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

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

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

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

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

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

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

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

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

6-Step Share Transfer Process

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

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

STEP 3 Update Articles of Association Reflect new shareholder composition

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

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

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

ONRC Filing Checklist

✓ Transfer agreement (lawyer-attested)

✓ Shareholders’ resolution (signed minutes)

✓ Updated Articles of Association

✓ ID documents + registration fee proof

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common Mistakes That Delay or Block a Share Transfer

6 Common Mistakes That Block Share Transfers

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

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

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

❌ Unchecked Tax Debts ONRC blocks registration without ANAF clearance;

❌ Forgotten UBO Declaration Separate obligation with separate penalties;

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

✅ Solution: Professional Legal Review From the Start

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

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

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

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

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

The Bottom Line

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

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

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

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

Related Guides & Resources

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

Essential Reading for Corporate Transactions

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

Romanian Government & Regulatory Bodies

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

FAQ – Changing Shareholders in a Romanian Company

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

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

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

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

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

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

Both formats are accepted by ONRC.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

13Mar

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

by Simona Rotaru Property Law

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

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

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

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

📹 Video Guide: Pre-Contracts in Romania

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

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Need Professional Help?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

What Must a Romanian Pre-Contract Include?

Essential clauses and documents needed before signing

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

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

Signing a pre-contract at a Romanian notary office

At minimum, every pre-contract should state:

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

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

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

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

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

How Deposits and Advance Payments Work in Pre-Contracts

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

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

Understanding the legal difference between deposit types in Romanian property law

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

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

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

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

Reservation Agreements vs. Pre-Contracts: Key Differences

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

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

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

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

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

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

Legal effects and remedies under Romanian law

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

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

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

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

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

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

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

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

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

Key Protections Introduced by the Nordis Law

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Related Guides & Resources

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

Essential Reading for Property Buyers

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

Romanian Government & Regulatory Bodies

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

FAQ – Pre-Contracts (Antecontracte) in Romania

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

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

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

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

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

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

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

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

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

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

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

EU Pay Transparency Directive implementation in Romania showing salary transparency and compliance changes effective in 2026

14Jan

EU Pay Transparency Directive in Romania: Key Changes in 2026

by Simona Rotaru Employment Law

Employment law and equal pay · Romania

EU Pay Transparency Directive in Romania: Key Changes in 2026

Directive (EU) 2023/970 introduces a wider transparency framework for equal pay for equal work or work of equal value. Romanian employers should prepare for changes in recruitment, pay structures, employee information rights and gender-pay reporting, while distinguishing the EU requirements from the Romanian rules and implementing measures actually in force.

The European transposition deadline was 7 June 2026. This guide explains the Directive’s minimum framework and the practical questions Romanian employers should verify against the current national legislation, draft measures and administrative practice.

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Video guide: what the EU Pay Transparency Directive may change for Romanian employers and employees.

Short answer: the Directive requires employers to use transparent, objective and gender-neutral pay practices. It addresses salary information before recruitment, employee access to pay data, pay-setting criteria, gender-pay reporting for larger employers and remedies for discrimination. The Directive is not a substitute for checking the Romanian transposition law and the national rules applicable to the employer.

What does the Pay Transparency Directive change?

The Directive moves equal-pay compliance from a purely reactive model toward documented pay structures, accessible information and measurable employer responsibilities.

For Romanian companies, the most important practical point is timing. The Directive required Member States to adopt the measures necessary for transposition by 7 June 2026. That European deadline does not mean that every employer in Romania can apply one uniform checklist without checking national legislation. Romanian employers should separate the EU minimum requirements from the domestic rules that define procedures, authorities, sanctions and any additional obligations.

Recruitment transparency

Candidates should receive the initial remuneration or salary range based on objective, gender-neutral criteria, and employers should not ask for salary history.

Employee information rights

Employees receive a route to request information about their own pay and average pay levels for comparable work, broken down by gender.

Pay-gap reporting

Employers with at least 100 workers face phased reporting obligations under the Directive, subject to national implementation.

Legal safeguard: do not publish a Romanian employer checklist that treats the Directive alone as the complete domestic law. Verify the current transposition status, implementing acts and the competent Romanian authorities before taking a fixed compliance position.

Employer readiness navigator

Use the controls below to see the main question that should be addressed in each workstream.

Select a workstream to open its first compliance question.

Recruitment

Review whether the employer can state an initial salary or range before the relevant recruitment stage and remove questions about current or previous pay.

Recruitment transparency and salary history

Under Article 5 of Directive (EU) 2023/970, job applicants are entitled to information about the initial remuneration or range for the position, set according to objective and gender-neutral criteria. The information must be supplied early enough to permit informed and transparent negotiation, for example in the job advertisement or before the interview.

The Directive also prohibits employers from asking applicants about their pay history in current or previous employment. This affects more than a single interview question. Recruitment teams should review application forms, recruiter scripts, interview templates, reference checks, automated screening flows and agency instructions.

Job titles and vacancy notices should be gender-neutral and recruitment should be organised in a non-discriminatory manner. A salary range is not meaningful if it is so broad that it conceals the employer’s real pay position. The employer should be able to explain the objective criteria used to set the range and the criteria used to determine the final offer.

Before advertising

Define the role, comparable job category, remuneration components and objective range-setting criteria.

During recruitment

Disclose the relevant range at the required stage and remove questions about current or previous salary.

Before the offer

Record the criteria supporting the final offer and keep the process consistent across comparable candidates.

Employee rights to pay information

The Directive gives workers a right to request, in writing, information about their individual remuneration level and the average remuneration levels, broken down by sex, for categories of workers performing the same work or work of equal value. Remuneration is broader than basic salary and may include relevant variable or supplementary components under the applicable framework.

Employers should create a controlled process for receiving, verifying and answering requests. The response should use a defensible job-category methodology and should not disclose identifiable salary information about another individual. The Directive contemplates a written response within two months, subject to the wording of the national implementing rules.

Employers must also communicate the right to request pay information and the prohibition on retaliation at least once a year. Pay secrecy clauses cannot be used to prevent workers from disclosing their own pay for the purpose of enforcing equal-pay rights. Confidentiality obligations may still protect personal data and legitimate business information, but they should not be drafted as a disguised prohibition on exercising statutory rights.

Select the step that should be documented when a pay request arrives.

Receive

Record the date, scope and written form of the request, then assign responsibility for the response.

Objective pay structures and work of equal value

Pay transparency cannot work without a defensible method for comparing roles. The Directive refers to objective, gender-neutral criteria including skills, effort, responsibility and working conditions. Other factors may be relevant if they are genuinely connected to the work and applied consistently.

Employers should avoid relying only on job titles. Two positions with different titles may involve comparable value, while identical titles may cover materially different responsibilities. The assessment should address qualifications, experience, technical and non-technical skills, decision-making, emotional or physical effort, working environment, hazards and scheduling requirements where relevant.

Soft skills must not be undervalued because they are associated with traditionally female-dominated roles. A pay architecture should therefore explain how the employer evaluates communication, organisation, care, negotiation, customer-facing work and other relevant skills without allowing subjective stereotypes to determine pay.

Workstream	Question for the employer	Evidence to retain
Role definition	What duties, responsibility and working conditions define the role?	Job description, organisation chart and evaluation criteria.
Pay range	What objective factors explain the lower and upper end of the range?	Pay bands, approval record and recruitment documentation.
Comparable work	Which workers perform the same work or work of equal value?	Job architecture, category methodology and review notes.
Pay difference	Can a difference be explained by objective, gender-neutral criteria?	Experience, performance, responsibility and other relevant evidence.

Gender-pay reporting thresholds

The Directive establishes phased reporting obligations for employers with at least 100 workers. The number of workers, the reporting reference period, the calculation methodology and the route through which information is supplied must be checked against the national implementing framework.

Employer size	Directive reporting timetable	Practical preparation
250 or more workers	First information due by 7 June 2027, then annually.	Build annual data collection, validation and representative-facing reporting.
150–249 workers	First information due by 7 June 2027, then every three years.	Prepare the same data architecture with a three-year reporting cycle.
100–149 workers	First information due by 7 June 2031, then every three years.	Start role mapping and data-quality work before the first reporting year.
Under 100 workers	No mandatory reporting under the Directive’s minimum threshold, unless national law provides otherwise.	Maintain fair recruitment and pay structures and monitor Romanian legislation.

Reported information may include the overall gender pay gap, gaps in supplementary or variable components, the distribution of workers across pay quartiles and gaps by worker category. Employers should not wait until the first report is due to discover that payroll data, job categories or variable-pay records cannot be reconciled.

When does a joint pay assessment become relevant?

Where the reported pay difference reaches at least 5% in a category of workers, is not justified by objective and gender-neutral criteria and has not been remedied within the period contemplated by the Directive, the employer may need to carry out a joint pay assessment with worker representatives. The exact procedure and competent bodies depend on national implementation.

A joint pay assessment is not a substitute for ordinary pay governance. Employers should first test whether the job categories are coherent, whether remuneration components have been captured consistently, whether part-time and full-time work have been treated correctly and whether objective explanations are documented rather than reconstructed after a complaint.

The process can involve identifying the scale and causes of the difference, reviewing the criteria used for pay and proposing remedies. Worker representatives may have a role in the assessment. Employers should therefore prepare a secure data room, a methodology note and a process for handling questions without disclosing unnecessary personal data.

Important: a 5% difference is not, by itself, proof of unlawful discrimination. It is a trigger for further analysis when the Directive’s other conditions are also met. Conversely, a smaller difference is not an automatic safe harbour if other evidence suggests unequal pay.

Remedies, enforcement and burden of proof

The Directive requires Member States to establish effective, proportionate and dissuasive penalties and to provide effective remedies for workers who suffer loss because of pay discrimination. The amounts and domestic enforcement mechanisms are matters for Romanian implementing legislation and should not be invented in an employer guide before the current national text is verified.

Remedies may include recovery of underpaid remuneration, compensation for loss, interest and other forms of relief available under the applicable law. The Directive also strengthens access to evidence and can affect the allocation of the burden of proof where transparency obligations have not been respected. Romanian employers should therefore treat documentation as part of substantive compliance, not as an administrative afterthought.

Employers should also protect workers and their representatives from retaliation for exercising pay-transparency rights. A complaint, pay request or discussion about remuneration should not be treated as misconduct merely because it creates an uncomfortable management conversation.

Romanian employers: what to prepare now

Even while national implementation is being confirmed, employers can take low-regret steps that do not depend on a particular Romanian form or sanction. The aim is to understand the organisation’s pay logic, identify data gaps and avoid recruitment practices that are difficult to defend later.

Map roles and create a working classification for the same work and work of equal value.
Document objective, gender-neutral criteria for pay ranges, progression and variable remuneration.
Remove salary-history questions from forms, scripts, recruiter instructions and agency briefs.
Decide when and how the initial salary or range will be communicated to candidates.
Review confidentiality clauses so they do not restrict lawful equal-pay discussions.
Create a written route for employee information requests and assign responsibility for responses.
Test whether payroll and HRIS data can produce reliable gender and worker-category comparisons.
Check how bonuses, allowances, benefits, overtime and other remuneration components are recorded.
Prepare a confidential process for investigating unexplained pay differences.
Monitor Romanian transposition legislation, implementing acts and guidance from competent authorities.

How should multinational groups prepare their Romanian entities?

Groups operating in more than one Member State should avoid copying a group policy into Romania without a local legal review. The Directive provides a common minimum framework, but the Romanian transposition law may determine the language, reporting channel, authorities, consultation rights, sanctions and interaction with existing equal-treatment rules.

The Romanian entity should be able to identify its own workers, roles, pay components and reporting threshold even where payroll or HR systems are centralised abroad. Group-level data may support the analysis, but it should not obscure the Romanian employer’s responsibilities or transfer personal data without an appropriate legal and security framework.

Multinationals should also reconcile the Directive with recruitment practices used by external agencies, shared-service centres and automated tools. A policy is useful only if it reaches the people who write job advertisements, conduct interviews, approve offers and answer employee requests.

Frequently asked questions

What is the EU Pay Transparency Directive?

Directive (EU) 2023/970 strengthens equal-pay enforcement through recruitment transparency, employee information rights, objective pay structures and phased gender-pay reporting.

Does the Directive apply to Romanian employers?

It covers public and private employers within its scope, but the practical Romanian procedures, authorities, sanctions and any additional obligations depend on the national implementing framework.

Can Romanian employers ask candidates about salary history?

The Directive prohibits asking applicants about their current or previous pay. Employers should remove those questions from interviews, forms, references and recruitment instructions.

Must employers publish a salary range?

The Directive requires applicants to receive information about the initial remuneration or range early enough for informed negotiation. The precise Romanian format and timing should be checked against national implementation.

What is the 5% pay-gap threshold?

A difference of at least 5% may trigger further assessment when it is not justified by objective, gender-neutral criteria and has not been remedied within the relevant period. It is not automatic proof of discrimination or an automatic safe harbour.

When does pay-gap reporting start?

Under the Directive, employers with at least 150 workers have first reporting obligations by 7 June 2027, while employers with 100–149 workers begin by 7 June 2031. Romanian law may define the domestic reporting process.

Need to prepare for pay-transparency rules?

A Romanian employment lawyer can review recruitment practices, pay structures, employee-information procedures and gender-pay data before the national framework creates avoidable risk.

Book a consultation

Disclaimer: This article provides general information only and does not constitute legal advice or the creation of a lawyer-client relationship. The practical obligations depend on Directive (EU) 2023/970, Romanian transposition measures, implementing rules, employer size, pay structures and the facts of the case. Check the current legal framework before taking action.

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

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

8Jan

Romania Tax Debt Rescheduling 2026 – Law 239/2025 Explained

by Simona Rotaru taxes Romania

Romania Debt Rescheduling 2026: Law 239/2025 Explained

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

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

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

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

Key Takeaways for Romanian Taxpayers in 2026

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

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1. Macroeconomic Background of the Reform

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

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

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

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

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

2. Personal Guarantees and Contractual Extension of Liability

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

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

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

Who May Be Requested to Guarantee

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

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

Legal Form and Enforcement Effects

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

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

Applicable Deadlines

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

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

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

3. Simplified Rescheduling: Thresholds and Conditions

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

Applicable Monetary Limits

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

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

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

Learn more about ANAF rescheduling procedures.

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

Compare this with traditional bank lending rates.

4. Ongoing Compliance and the 60-Day Rule

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

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

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

See our compliance monitoring section below.

5. Fiscal Inactivity and Administrative Consequences

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

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

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

For insolvency matters, review the Insolvency Law.

6. Digital Reporting and Compliance Monitoring

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

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

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

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

7. Sectoral Impact and Transactional Considerations

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

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

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

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

Frequently Asked Questions

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

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

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

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

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

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

Q: Is my company eligible for simplified rescheduling?▼

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

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

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

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

A company is declared fiscally inactive if:

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

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

Q: How much does simplified rescheduling cost?▼

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

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

Q: How is the personal guarantee enforced?▼

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

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

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

ANAF uses data from these systems to:

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

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

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

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

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

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

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

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

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

30Dec

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

by Simona Rotaru Consulting

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

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

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

📹 Video Guide: Construction Contracts in Romania

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

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

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Understanding Construction Contracts in Romania

Definition and Importance of Construction Contracts

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

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

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

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

Types of Construction Contracts in Romania

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

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

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

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

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

Standard Forms of Construction Contracts

Use of Standard Contract Templates

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

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

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

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

FIDIC Contracts in Romania

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

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

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

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

Key Aspects of Works Agreements in Romania

Essential Elements of a Works Agreement

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

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

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

Parties Involved in Construction Agreements

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

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

Contractual Obligations and Rights

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

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

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

Navigating Romanian Construction Law

Overview of Romanian Construction Regulations

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

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

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

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

Public Procurement Procedures in Construction

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

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

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

Construction Disputes in Romania

Common Sources of Disputes

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

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

Dispute Resolution Mechanisms

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

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

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

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

Effective Contract Management Strategies

Construction Contract Management Best Practices

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

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

Risk Management in Construction Contracts

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

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

Dispute Avoidance and Resolution Techniques

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

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

Specialized Contract Types in Romanian Construction

EPC Contracts: Structure and Implications

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

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

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

Design and Build Contracts in Romania

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

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

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

Useful Resources & Links

Romanian Government & Regulatory Bodies

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

Construction & Dispute Resolution

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

Legal Resources & International Construction Law

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

Atrium Romanian Lawyers Services

Related Guides & Resources

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

Essential Reading for Construction Projects

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

FAQ – Construction Contracts & Works Agreements in Romania

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

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

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

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

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

Q: Are FIDIC contracts enforceable in Romania?

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

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

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

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

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

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

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

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

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

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

Q: What law governs construction contracts in Romania?

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

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

Conclusion: Mastering Construction Contracts in Romania

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

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

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

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

25Nov

Service Contract Requirements Romania: What Every Provider Must Include by Law

by Simona Rotaru Consumer Protection

Service Contract Requirements Romania – What Every Provider Must Include by Law

Service contracts in Romania must meet specific legal requirements under Government Order 21/1992 and related consumer protection laws. This comprehensive guide explains what Romanian law requires for valid service contracts, how ANPC enforces these rules, and what happens when businesses fail to comply.

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At our law firm, Atrium Romanian Lawyers, we assist clients with corporate & commercial law, contract drafting, and consumer protection advisory.

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Test Your Service Contract Compliance

Use our interactive compliance checker below to verify that your service contract meets all Romanian legal requirements. This tool guides you through the 12 mandatory elements and helps you avoid ANPC penalties ranging from RON 2,000 to RON 100,000.

📹 Video Guide: Understanding Romanian Service Contracts

Watch our comprehensive video explanation covering all mandatory requirements, ANPC enforcement, and practical tips for compliance.

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What Is a Service Contract Under Romanian Law?

Legal Definition

Under Romanian law, a service contract (contract de servicii) is an agreement where one party (the service provider) undertakes to provide specific services to another party (the consumer) in exchange for payment. Service contracts are governed by the Romanian Civil Code (Articles 1851-1874), Government Order 21/1992 on consumer protection, and Law 296/2004 (Consumer Code).

Types of Services Covered

Romanian service contract regulations apply to telecommunications and internet services, banking and financial services, utility services, professional services, maintenance and repair services, installation and delivery services, educational and training services, healthcare services, and transportation services.

Are Service Contracts Mandatory in Romania?

Yes, written service contracts are mandatory for most consumer-business transactions in Romania. According to Government Order 21/1992, service providers must formalize their agreements with consumers in writing, particularly when the service involves recurring payments, the contract duration exceeds 30 days, or the total value exceeds RON 100.

Mandatory Elements: What Must a Romanian Service Contract Contain?

1. Party Identification Requirements

Every service contract must clearly identify both parties. The service provider must include their legal business name, unique registration code (CUI), trade register number, physical headquarters address, and contact information. The consumer must include their full legal name, personal identification number (CNP) for individuals, and contact address.

2. Service Description Requirements

Contracts must provide detailed specifications including the exact nature of services, quality standards and performance metrics, delivery timeline and schedule, geographic service area, equipment or materials included, and technical specifications. According to ANPC regulations, vague or ambiguous service descriptions are considered non-compliant.

3. Pricing and Fee Disclosure

Complete transparency on all costs is mandatory. This includes the base service price, all additional fees (connection, activation, installation), taxes and surcharges (VAT, excise duties), recurring charges (monthly, annual), variable costs (usage-based fees), penalty fees (late payment, early termination), currency, payment methods accepted, and billing cycle and due dates. Key requirement: Prices must be displayed in 10-point font or larger.

4. Contract Duration and Renewal Terms

Contracts must specify the start date of service provision, contract duration (fixed term or indefinite), automatic renewal conditions, notice period for termination, early termination rights and associated costs, and grace periods if applicable.

5. Modification and Amendment Procedures

Romanian law requires clear procedures for contract changes. Service providers must provide 30 days written notice before any unilateral changes, specify the exact changes to terms or pricing, inform consumers of their right to reject changes, and allow penalty-free termination if consumer refuses modifications.

6. Service Suspension and Termination Rules

Contracts must outline conditions for service suspension by provider, consumer notification requirements (15 days advance notice), consumer’s right to unilateral termination (30 days notice, no penalties), provider penalties for failing to deliver promised services, refund procedures for prepaid services, and equipment return requirements.

7. Consumer Protection Clauses

Mandatory consumer rights provisions include withdrawal right (14 days for distance contracts), warranty and guarantee terms, complaint and dispute resolution procedures, service quality standards, compensation for provider-caused damages, data privacy protections, and right to refuse data processing for marketing purposes.

8. Liability and Indemnification

Contracts must clearly state the service provider’s liability for non-performance, consumer compensation rights for damages, force majeure provisions, and limitation of liability clauses that must be reasonable and non-abusive.

9. Dispute Resolution Mechanisms

Required information includes complaint filing procedures, internal complaint handling timeline, alternative dispute resolution (ADR) options, ANPC contact information, and court jurisdiction.

Penalties for Non-Compliant Service Contracts

Fine Structure

Violation Type	Fine Amount
Missing mandatory contract elements	RON 2,000 – RON 4,000
Abusive clauses	RON 20,000 – RON 100,000
Large-scale violations (100+ consumers)	Up to 4% of annual turnover

Additional Penalties

Beyond monetary fines, penalties can include temporary service suspension until compliance, permanent product/service withdrawal from market, publication of violation on ANPC website, consumer compensation orders, and court-ordered contract modifications.

Prohibited Abusive Clauses Under Romanian Law

Law 193/2000 on unfair contract terms prohibits clauses that exclude or limit provider liability for damages, allow unilateral price increases without justification, bind consumer while making provider obligations conditional, impose disproportionate penalties on consumers, extend contract automatically without clear terms, restrict consumer’s right to legal action, or transfer provider obligations to third parties without consent.

Legal consequence: Abusive clauses are automatically void, even if signed by the consumer.

Consumer Rights in Romanian Service Contracts

Core Consumer Rights

Under Government Order 21/1992, consumers have the right to complete, accurate information about services, unilateral contract termination (30 days notice, no penalties), protection against unfair terms, compensation for damages caused by provider, refuse data sharing for marketing, alternative dispute resolution, and 14-day withdrawal period for distance contracts.

Withdrawal Right (Distance Contracts)

For services purchased online or off-premises, you have a 14-day cooling-off period from contract signing with full refund for unused services. No justification is required and no penalties apply for exercising the withdrawal right, except for services fully performed with consumer’s advance consent.

Recent Legal Updates (2024-2025)

Emergency Government Ordinance 58/2022

Key changes effective May 28, 2022 include increased fines for abusive clauses, 3-year statute of limitations for ANPC sanctions, and enhanced powers to remove abusive clauses from all contracts.

ANPC Order 539/2024: “Shrinkflation” Rules

New requirements effective October 10, 2024 require businesses to inform consumers of product size/weight reductions, provide specific labeling for reduced quantities, and face penalties for non-disclosure.

Law 243/2024: Consumer Credit

New protections effective November 27, 2024 include limited total cost of credit, interest rate caps, and enhanced disclosure requirements.

Useful Resources & Links

Romanian Government Agencies

ANPC (Consumer Protection) – Enforcement authority for service contracts
ANCOM (Telecommunications) – Specific rules for telecom contracts
ASF (Financial Services) – Financial services regulations
Ministry of Justice – Legal oversight

Atrium Romanian Lawyers Services

FAQ – Service Contract Requirements in Romania

Q: Do all service contracts need to be in writing?

A: Yes, most consumer-business service contracts must be in writing, especially if they involve recurring payments, exceed 30 days duration, or total over RON 100. Verbal contracts are valid only for simple, low-value, one-time services.

Q: What happens if my service contract doesn’t include mandatory clauses?

A: The contract may be void or unenforceable. ANPC can fine the provider RON 2,000-4,000 for missing elements. Consumers can challenge the contract and seek modifications or termination without penalties.

Q: Can service providers unilaterally change contract terms?

A: No, not without proper procedure. Providers must give 30 days written notice of any changes and inform consumers of their right to reject the modifications and terminate the contract without penalties.

Q: What is the penalty for using abusive clauses?

A: Fines range from RON 20,000 to RON 100,000 per violation. For large-scale violations, penalties can reach up to 4% of the provider’s annual turnover in Romania. Abusive clauses are automatically void.

Q: How long do I have to withdraw from a service contract?

A: For distance or off-premises contracts, you have 14 days from signing to withdraw without giving a reason and without penalties, provided the service hasn’t been fully performed with your advance consent.

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 finalizing your service contracts. Laws and procedures are subject to change, and individual circumstances may vary.

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

30Oct

Register Your Company Name in Romania

by Simona Rotaru Company Formation in Romania, Corporate Law

Company formation in Romania

Registering a Company Name in Romania

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

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

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

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

What Does Company Name Reservation Mean?

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

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

What the Name Reservation Does and Does Not Protect

It supports the incorporation file

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

It is not trademark registration

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

It is not an unlimited exclusivity right

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

Key Legal Requirements for a Romanian Company Name

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

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

Does the name have to contain a Romanian word?

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

Restricted or sensitive terms

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

How to Reserve a Company Name in Romania

Define the business and legal form

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

Prepare several name options

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

Submit the name-reservation request

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

Respond to any clarification or rejection

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

Use the reservation in the incorporation file

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

Online Filing, Electronic Signatures and Foreign Founders

Cross-border filing checkpoint

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

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

ONRC route

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

Foreign documents

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

Representation

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

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

How Long Is the Reservation Valid?

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

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

Costs and Filing Fees

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

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

What Happens After the Name Is Reserved?

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

Registered office

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

Articles of association

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

CAEN activities

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

Beneficial owner

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

Share capital

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

Complete filing

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

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

How Atrium Romanian Lawyers Can Help

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

Name assessment

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

ONRC preparation

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

Formation strategy

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

Discuss Your Company Formation

Frequently Asked Questions

Can a foreigner reserve a company name in Romania?

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

Does name reservation create a company?

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

Is a reserved company name protected as a trademark?

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

Do I need a qualified electronic signature?

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

What if the proposed name is rejected?

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

Can I reserve a name and incorporate later?

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

Related Company Formation Resources

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

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

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

Why does an AI vendor contract need a separate review?

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

AI vendor due diligence before contract negotiation

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

What clauses should an AI vendor agreement contain?

1. Define the system, version and intended purpose

2. Allocate AI Act and GDPR roles separately

3. Control prompts, files, outputs and training use

4. Make performance, limitations and human oversight usable

5. Require evidence and audit cooperation

6. Coordinate security and incident notification

7. Address intellectual property and third-party claims

8. Control subcontractors, subprocessors and model dependencies

9. Regulate model and policy changes

10. Connect liability to the risks that matter

11. Preserve suspension, termination and transition rights

12. Align the whole contract suite

Customer and supplier priorities are not identical

Practical experience: how Atrium approaches an AI contract review

AI vendor contract checklist before signature

Frequently asked questions

Negotiating an AI vendor contract connected with Romania?

Related guides and services

Employee or independent contractor in Romania?

Can the parties simply choose employee or contractor status?

What is the practical difference between an employee and an independent contractor?

The Workforce Classification Spectrum in Romania

What does Romanian employment law treat as employment?

When does the Fiscal Code recognise an independent activity?

Romanian Fiscal Code Article 7: The 4-of-7 Independence Test

Are four fiscal criteria enough to eliminate employment risk?

Which arrangements create the highest misclassification risk?

What can happen after a misclassification finding?

Tax and social-contribution exposure

Employment rights and claims

Inspection and document risk

Commercial and transaction risk

Intellectual property and confidentiality

Does contracting through a PFA or an SRL remove the risk?

Three illustrative classification scenarios

Scenario 1: project-based software specialist

Scenario 2: “consultant” managed as staff

Scenario 3: regulated client environment

How should a foreign company structure a genuine contractor relationship?

How can a company audit its existing Romanian contractors?

7-Step Romanian Contractor Classification Audit

The Bottom Line

Related employment and contract guides

Frequently asked questions

Non-Resident Tax in Romania on Property Income: The 2026 Guide

Do Non-Residents Have to Pay Tax on Romanian Property Income?

What Law 239/2025 Actually Changed for 2026 (and What It Didn’t)

How Is Tax Calculated on Long-Term Rental Income?

Short-Term Rentals: What Changed and What Is Still Developing

What we recommend if you operate short-term rentals:

How to File: The Declarația Unică Step by Step

The Compliance Roadmap:

Can a Double Taxation Treaty Reduce Your Overall Tax Bill?

Real Case: How We Handled This for a Germany-Based Client

Conclusion

Secure Your Tax Position in Romania

Frequently Asked Questions

Do non-residents have to pay tax on rental income from Romanian property?

What is the flat deduction for long-term rental income in Romania?

How is short-term rental income taxed in Romania in 2026?

How do I file the Declarația Unică as a non-resident?

What happens if I don’t declare my Romanian rental income?

Related Resources

Changing Shareholders in a Romanian Company: The 2026 Legal Guide

📹 Video Guide: Changing Shareholders in Romania

Need Professional Help?

What Does Changing Shareholders in a Romanian Company Actually Mean?

When Is Shareholder Approval Needed for a Transfer?

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

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

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

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

Common Mistakes That Delay or Block a Share Transfer

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

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