Responding to a GDPR complaint in Romania: a laptop with a privacy-request interface and a closed case folder in a dark office.

Responding to a GDPR Complaint in Romania: Legal Steps for a Company

Data protection · Company response · Romania

A GDPR complaint in Romania can reach your company through customer support, HR, a supplier or the data protection authority.

Before sending a standard reply, identify what the person is asking, preserve the relevant record and establish who must respond.

This guide is for Romanian companies, foreign-owned subsidiaries and managers handling an initial personal-data complaint.

It distinguishes three situations often described as GDPR complaints: a complaint addressed directly to the company, a request to exercise GDPR rights and a communication received from ANSPDCP.

It focuses on organising the response file, with separate escalation points for an authority investigation, a security incident or a formal decision.

The applicable framework includes the General Data Protection Regulation (GDPR) and Romanian supervisory procedures.

What has the company actually received?

Classify the message before choosing a reply or a deadline.

A customer may describe unlawful sharing and request deletion in the same email.

An employee may complain about monitoring while also asking for a copy of their personal data.

One message can therefore require several connected actions.

The European Data Protection Board’s guide to individual remedies distinguishes contacting a company, complaining to a supervisory authority and bringing proceedings.

A person’s statement that they have complained to ANSPDCP is different from an actual communication issued by that authority.

Romania’s National Supervisory Authority for Personal Data Processing is referred to below as ANSPDCP.

Its official complaints guidance also distinguishes rights requests addressed to an organisation from complaints lodged with the authority.

Preserve each document separately, including all attachments and the original delivery record.

Select one or more cards to add the relevant situations to your review packet.

Which response deadline applies?

There is no single 30-day deadline for every document described as a GDPR complaint.

Under Article 12(3) GDPR, information on action taken on requests under Articles 15–22 must be provided without undue delay and within one month of receipt.

The period may be extended by two further months where necessary, taking account of the complexity and number of requests.

The controller must explain the extension and its reasons within the original month.

ANSPDCP’s guidance on complaints repeats that distinction between the initial month and a conditional extension.

Record when the request reached the controller through an appropriate contact channel, rather than treating a later internal referral to legal or the DPO as a fresh starting date.

The EDPB’s access guidelines explain that a dedicated request channel cannot be made compulsory where the person uses another appropriate official or regular contact channel.

Calculate the one-month period under the EU time-calculation rules identified in those guidelines, rather than substituting 30 days or the Romanian court rules for periods expressed in days.

An acknowledgement confirms receipt but does not complete the substantive response or automatically extend the period.

If the controller takes no action on a rights request, Article 12(4) GDPR requires it to explain its reasons without delay and at the latest within one month of receipt of the request, and to inform the individual of the possibility of lodging a complaint with a supervisory authority and seeking a judicial remedy.

Where a message raises concerns without requesting a right under Articles 15–22, identify any other applicable duties and respond promptly as a practical complaint-handling measure.

If ANSPDCP has requested a written response, its official investigation procedure requires the company to answer within the period set by the authority.

Do not borrow the individual’s one-month period for that correspondence or assume that asking for more time suspends the stated deadline.

What should the response file contain?

Preserve evidence that explains the disputed processing and the company’s handling of the complaint.

As a practical measure, identify relevant email threads, request tickets, privacy notices, consent or preference records, access logs, contracts and earlier replies before routine deletion removes useful evidence.

Ask the system owner which records exist, how long they remain available and whether a controlled preservation step is needed.

Keep originals and create an indexed working copy, recording who collected each item and when.

Separate confirmed facts, allegations and points still being investigated.

Evidence preservation must remain proportionate and lawful.

The EDPB’s explanation of processing principles covers purpose limitation, data minimisation, storage limitation and security.

A complaint does not justify retaining every record indefinitely or continuing unrelated use of the person’s data.

Document the purpose, legal basis, access restrictions and review date for any retained complaint evidence.

For an erasure request, assess any applicable exception under Article 17(3) GDPR, including necessary retention for a legal obligation or the establishment, exercise or defence of legal claims.

An erasure exception does not replace the need for a lawful processing basis or justify indefinite retention.

The EDPB’s access guidelines explain how controllers should prevent routine deletion from defeating access to data held when the request was received.

GDPR complaint review-file builder

Your situations

No situations selected

Tick the situations that apply, then use “Copy review packet” to copy the document list and review questions.

Your review packet

Start with the core record; selections add focused items.

Documents to collect
  • The complete complaint, attachments, earlier correspondence and receipt evidence.
  • A short chronology identifying the entity, processing activity, systems and responsible contacts.
Questions for review
  • What is alleged, what action is requested and who must answer?

This tool generates the review packet locally and contains no submission function.

This tool organises a review file; it does not classify a document, calculate a deadline or provide a legal conclusion.

Who is responsible when a vendor or foreign parent is involved?

Establish the role for the disputed activity before assigning the response.

The EDPB’s controller and processor guidance explains that a controller decides the purposes and means of processing, while a processor processes data on its behalf.

The company receiving the complaint may need a supplier’s assistance without transferring away its own responsibilities.

Where your company acts only as processor for the activity, escalate the request to the controller under the agreed procedure and provide the required assistance.

Check the factual role even if the contract uses a convenient label.

Under Article 26(3) GDPR, the person may exercise their rights against each joint controller regardless of the controllers’ internal allocation of responsibilities.

Our data processing agreement guide for Romania explains how assistance, instructions and evidence obligations should operate in a controller–processor relationship.

For a complaint involving an AI service, use the actual settings, contractual documents and supplier information alongside our guide to AI vendor contracts.

Request the relevant logs and explanations early, with a clear operational contact and an agreed delivery format.

If a DPO has been appointed, involve them alongside the business and technical teams.

The DPO’s advisory and monitoring tasks under Article 39 GDPR do not transfer the controller’s responsibility to the DPO.

A foreign parent company should help reconstruct the facts without assuming that group ownership alone decides regulatory competence.

The EDPB’s guidance on supervisory authorities and cross-border cooperation explains why the relevant processing and main establishment matter.

Regulation (EU) 2025/2518 lays down additional procedural rules for GDPR enforcement in cases concerning cross-border processing.

It applies from 2 April 2027, subject to the transitional provisions in Article 36.

Check its applicability to the particular investigation or cooperation procedure.

How should the company answer the individual?

Address the allegation and each requested action using verified facts and clear language.

The EDPB’s guidance on respecting individual rights covers identity checks, clear communication and reasons for refusing a request.

Under Article 12(6) GDPR, request additional identity information where there are reasonable doubts, limiting it to what is necessary.

Avoid requesting a full identity-document copy where a less intrusive verification method is sufficient.

Use a response structure that makes the record easy to follow:

  1. Identify the message. Record its receipt date and the issues or rights addressed.
  2. Explain the relevant facts. Describe the processing, data, purpose and recipients that the review has established.
  3. Answer each request. State what has been done, what remains necessary and any supported reason for refusing action.
  4. Describe corrections. Identify completed measures and distinguish them from planned work.
  5. Provide the next contact. Include applicable complaint and judicial-remedy information where required.

For access under Article 15 GDPR, confirm whether personal data are processed and, where they are, provide access and a copy together with the information required by that provision.

Check purposes, data categories, recipients, retention periods or criteria, applicable rights and complaint information, the available source where data were not collected from the person, relevant automated decision-making information and transfer safeguards where applicable.

Under the CJEU’s judgment in Case C-154/21, normally provide recipients’ actual identities where personal data have been or will be disclosed.

The Court permits recipient categories where identification is impossible or the controller demonstrates that the access request is manifestly unfounded or excessive.

Before sending the material, verify the recipient and assess any actual adverse effect on other people’s rights and freedoms under Article 15(4) GDPR.

Use justified redaction or separation of affected information rather than refusing the whole access request automatically.

Under Article 12(5) GDPR, rights-related information and action are generally free of charge.

A reasonable administrative fee or refusal is permitted for a manifestly unfounded or excessive request only where the controller can demonstrate that exception.

A dispute with the company or an intention to use the data in litigation does not by itself justify refusing access.

Keep the approved response, attachments and proof of dispatch together.

What changes when ANSPDCP requests information?

Build a separate authority response that follows the actual questions, deadline and documentary requirements.

Under Article 33(1) of the investigation procedure approved by Decision no. 161/2018, written investigations request information, data and documents needed for the case.

The response must be written, accompanied by copies certified as conforming to the originals, and provided within the period set by ANSPDCP.

Article 31 GDPR requires controllers and processors to cooperate with the supervisory authority on request.

As a practical preparation step, map each question to the answer, supporting annex, responsible person and any unresolved point.

Explain missing records accurately and identify the work underway to obtain them.

Do not backdate a policy or present a newly introduced control as evidence of an earlier practice.

Under Article 19(e) of the investigation procedure, the investigated entity must provide complete requested information and cannot oppose its confidential character, subject to the law.

A contractual confidentiality clause or commercial-sensitivity label is therefore not a blanket reason to withhold material lawfully requested by ANSPDCP.

Assess any specific statutory or professional-secrecy protection with counsel before submission.

Retain the submitted version and proof of filing, then monitor follow-up communications.

Document → review → next question

Complaint response map

Select a document type in the left column to see what to review next.

On narrow screens, swipe the table sideways to read all columns.

Document in handReview firstDo not assume
Allegations, requested action, receipt and earlier replies.The subject line determines whether a GDPR right was requested.
Right invoked, identity, scope and the applicable response period.An acknowledgement completes the request.
Questions, deadline, response channel and certified annexes.The individual’s one-month period applies.
What happened, affected data, awareness and risk to individuals.Every privacy complaint is a notifiable breach.
Full act, communication evidence, measures and challenge route.A reply to the authority substitutes for a court challenge.
Review focusSeparate allegations from requested action

Preserve the complete message and identify each concern and requested action.

Does the complaint also reveal a personal data breach?

Assess a possible security incident in parallel with the complaint response.

An allegation about an unclear privacy notice does not by itself establish a personal data breach.

A message describing files sent to the wrong recipient may require an immediate incident assessment.

The EDPB’s breach guidance explains documentation, notification and communication duties.

A controller must notify the competent authority without undue delay and, where feasible, within 72 hours of awareness, unless the breach is unlikely to create a risk to individuals’ rights and freedoms.

A processor must notify its controller without undue delay after becoming aware of a breach.

A notification made after 72 hours must include reasons for the delay, and Article 33(4) GDPR permits information to be supplied in phases where it cannot be provided together, without undue further delay.

Where the breach is likely to result in a high risk to individuals’ rights and freedoms, Article 34 GDPR requires communication to affected individuals without undue delay, subject to the exceptions in Article 34(3).

Under Article 33(5) GDPR, document every personal data breach, including its facts, effects and remedial action, even where authority notification is not required.

Record the reasons supporting the notification assessment so that the authority can verify compliance.

If an assessed suspicion proves not to be a personal data breach, retaining the reasoning is a prudent accountability measure.

Use our separate GDPR data breach guide for Romania for the incident process, including the distinct high-risk test for informing affected individuals.

Do not wait for the ordinary complaint reply to complete an urgent breach assessment.

What if a sanction or corrective measure has already arrived?

Review the formal act and available remedy immediately, alongside any compliance work.

Article 17(1) of Law no. 102/2005, republished provides a 15-day challenge period from delivery or communication for the sanction report and/or corrective-measure decision covered by that provision.

The challenge is brought before the administrative litigation section of the competent tribunal.

Under Article 181 of the Romanian Code of Civil Procedure, procedural periods expressed in days are generally calculated by counting the prescribed number of full intervening days, excluding both the day on which the period starts and the day on which it expires.

If the final filing day is a non-working day, the deadline extends to the next working day, unless a special rule applies.

The act may be filed on that final day, subject to the applicable filing rules.

Calculate the final filing date immediately upon service and check the filing method and any applicable special rule.

Under Article 17(2) of Law no. 102/2005, bringing that challenge suspends only payment of the fine until the final judgment.

Do not assume that corrective measures are automatically suspended.

Check the complete act, service evidence, jurisdiction, calculation rules and any separate suspension request with counsel.

The investigation procedure separately permits objections to the finding or sanction report within 15 days under Article 32(4) or Article 33(4), depending on the investigation route.

Sending those objections to ANSPDCP does not substitute for the required court challenge or preserve its deadline.

A complaint is an allegation, and receipt does not itself establish an infringement or guarantee a fine.

The EDPB’s supervisory-authority guidance explains that corrective measures and sanctions depend on the findings and circumstances.

Illustrative scenario: one message, two response tracks

A customer emails a Romanian subsidiary alleging that a supplier disclosed their account details and asks for a copy of their data.

The company should organise the access response while its technical and privacy teams assess the alleged disclosure.

If ANSPDCP subsequently asks for the correspondence and system records, that request creates a separate authority-response task.

This hypothetical example illustrates sequencing and does not predict an outcome or describe an Atrium client matter.

What should management approve before the response is sent?

Approve a response that matches the evidence and assigns ownership of remaining actions.

  • Confirm the correct entity, recipient, signatory and secure delivery channel.
  • Check that every allegation and requested right has been addressed.
  • Verify the applicable deadline and any justified extension or separate filing.
  • Align legal, technical and customer-facing statements on the same facts.
  • Record completed corrections, outstanding work and the responsible contacts.
  • Keep the final response, annexes, dispatch evidence and follow-up dates.

For recurring requests and vendor issues, review the workflow after the immediate matter has been handled.

Repeated complaint handling may fit ongoing legal support for companies, with scope and urgent work agreed separately.

Request a focused GDPR complaint review

Atrium Romanian Lawyers can review the complaint, processing documents, correspondence and proposed reply, and help identify the appropriate response and escalation steps.

Start with the complete message, proof of receipt, earlier replies, a short processing description and any authority correspondence.

The agreed work may include a response plan, evidence index, draft reply or review of an authority submission.

Any court representation or incident-response mandate should be defined expressly.

Frequently asked questions

Select a question to show or hide its answer.

Does a complaint have to mention GDPR to require action?

Read the substance of the message.

A request for access or deletion can be embedded in a customer or employee complaint.

Identify the action requested and assess the relevant rights, rather than relying on the subject line or the absence of an article number.

Can we wait for the supplier before replying?

Plan supplier cooperation early while tracking the company’s own response duties.

A vendor investigation does not automatically extend a GDPR rights-request period or an ANSPDCP deadline.

Identify the missing information, escalate the evidence request and assess any extension under the specific applicable rules.

Should we delete everything when the person requests erasure?

Assess which data and purposes the request concerns, including any applicable lawful-retention exception.

There is no blanket permission to preserve everything because a complaint exists.

Document the basis and limits of any retention and explain the decision to the person where required.

Does every complaint require a notification within 72 hours?

No.

The 72-hour framework concerns notification of a personal data breach after awareness, where the notification conditions are met.

Review alleged unauthorised access or disclosure promptly, while keeping the complaint and any rights request on their own response tracks.

Does correcting the problem end an ANSPDCP investigation?

Correction may address the current problem, but it does not guarantee that the authority will close the matter.

Preserve the earlier record and explain accurately what changed and when.

Answer any outstanding authority request and keep evidence of the remedial work.

What should we send Atrium Romanian Lawyers first?

Send the complete complaint or authority document, attachments, receipt evidence and earlier replies.

Add the relevant privacy notice, processing description, supplier documents and proposed response.

Identify any deadline already stated and any suspected security incident so the review can be scoped promptly.

Romanian company director liability and corporate governance risk assessment

Romanian Company Director Liability: Duties and Risks

When can Romanian company director liability arise?

The company is a separate legal person, but that shield is not absolute. A director may face personal exposure for breach of corporate duties, insolvency misconduct, bad-faith tax conduct, a personal guarantee or other unlawful acts.

COMPANYSEPARATE LEGAL PERSONLiability shield BREACH OF DUTYloss + causationINSOLVENCYArticle 169 conductTAX LIABILITYbad-faith conductPERSONAL GUARANTEEcontractual exposure AI-generated illustration

Romanian company director liability does not arise automatically from the company’s debts. Personal liability requires a separate legal basis, such as a damaging breach of the director’s mandate or statutory duties, conduct that contributed to insolvency, bad-faith conduct connected with unpaid taxes, or a personal contractual commitment. Foreign directors should verify their registered powers, keep an evidence trail for material decisions and escalate financial distress early.

Accepting a director appointment in Romania is more than an administrative formality. Understanding Romanian company director liability requires reviewing both the legal mandate and the director’s actual decision-making role. The director may represent the company, commit it contractually, manage assets and supervise accounting, tax, employment and regulatory processes. Those powers carry duties to the company under the articles of association, shareholder resolutions, the rules on mandate and Romanian company law.

The exact framework depends on the company form and governance structure. The Romanian term administrator may refer to an administrator of a limited liability company (SRL) or a member of the board of directors of a joint-stock company (SA). An SA may also use a two-tier system with a management board and supervisory board. The appointment document and the articles of association should therefore be read before applying any general rule.

Is a Romanian company director personally liable for company debts?

Generally, no. An ordinary supplier, landlord or lender claim is normally against the company. The director becomes personally exposed only where the creditor or another claimant can rely on a distinct statutory, contractual or delictual basis and prove the elements required for that route.

This distinction matters. A company’s inability to pay does not, by itself, transfer every unpaid invoice to its director. Equally, the words “limited liability” do not protect a director from consequences of their own conduct.

SituationUsual starting pointPotential director exposure
Ordinary commercial debtThe company is the contracting party and primary debtor.No automatic personal liability merely because the company does not pay.
Breach of mandate or company-law dutyThe company may have suffered loss through the director’s act or omission.Liability may arise if breach, damage and causation are established under the applicable rules.
Insolvency misconductThe company enters insolvency with unpaid liabilities.The insolvency court may order persons who contributed to insolvency through conduct listed in Article 169 to bear part or all of the liabilities, within the causally connected loss.
Unpaid tax obligationsThe company remains the tax debtor.Joint liability may be established in the bad-faith situations listed in Article 25 of the Fiscal Procedure Code.
Personal guaranteeThe company receives finance, a lease or credit.The director may be liable under the separate guarantee they signed, according to its terms.
Separate unlawful actThe director acts personally as well as for the company.Civil, administrative or criminal consequences may apply depending on the specific act and statute.

Do not confuse shareholder liability with director liability. A shareholder’s exposure as an investor and a director’s exposure as a manager are different questions. One person may hold both roles, but each potential claim needs its own legal basis.

What are the core duties of a Romanian company director?

Articles 72 and 73 of Romanian Companies Law no. 31/1990 connect administrators’ obligations and liability to the rules on mandate and the special provisions of the Companies Law. They also identify responsibility toward the company for matters including the reality of capital contributions, the actual existence of distributed dividends, legally required registers, implementation of shareholder resolutions and strict performance of duties imposed by law and the articles of association.

Duty areaPractical meaningUseful evidence
Act within authorityFollow the law, articles of association, appointment terms and valid shareholder or board resolutions.Current constitutional documents, authority matrix, registered representation powers and written approvals.
Protect company interestsUse management powers for the company rather than for an undisclosed personal or third-party benefit.Conflict disclosures, abstentions, independent valuations and documented commercial rationale.
Make informed decisionsObtain information proportionate to the value, urgency and risk of the decision.Board packs, forecasts, legal and financial advice, alternatives considered and minutes.
Supervise records and complianceEnsure required registers and accounting records exist and that delegated functions are reasonably monitored.Compliance calendar, management reports, tax confirmations, audit trails and escalation logs.
Implement corporate decisionsCarry out valid shareholder decisions accurately and within the company’s legal powers.Signed resolutions, implementation plans, filings and completion records.
Preserve confidentialityProtect confidential information and business secrets during and, where applicable, after the mandate.Access controls, confidentiality undertakings and documented return or deletion of company information.

For SA board members, Article 1441 of Romanian Companies Law no. 31/1990 expressly requires prudence and diligence of a good administrator, loyalty in the company’s interest and confidentiality. It also recognises an informed-business-decision protection where the director was reasonably entitled to believe that the decision served the company and relied on adequate information. That provision should not be copied mechanically into an SRL analysis; the SRL’s own statutory rules, mandate and constitutional documents must be assessed.

Decision record

A defensible director decision has four layers

1AUTHORITYWho may decide?Which approval?2INFORMATIONFacts and forecastsProfessional advice3CONFLICTSDisclose interestsManage participation4MINUTESRationale and voteActions and follow-up AI-generated illustration
The file should show how the decision was authorised, informed, conflict-checked and implemented—not merely its eventual outcome.

How do SRL and SA director duties differ?

An SRL is usually managed by one or more administrators appointed through the articles of association or by the shareholders. Article 197 contains SRL-specific administration rules and refers expressly to Articles 75, 76, 77(1) and 79. Articles 72 and 73 remain central to the mandate-based duties and liability framework, but the articles of association are also essential because they define individual or joint representation, reserved matters, term of office and internal approval limits.

An SA has a more prescriptive governance framework. In the one-tier system, a board of directors may delegate management to directors; in the two-tier system, the management board operates under a supervisory board. Duties, delegation, conflicts, meeting procedure and the mechanics of corporate liability actions can therefore differ materially from an SRL.

Foreign group policy is not enough. A director of a Romanian subsidiary must apply the subsidiary’s Romanian-law documents and duties. Instructions from the parent company, investor or beneficial owner do not automatically excuse an act outside authority or against the Romanian company’s interests.

Before accepting or using the mandate, confirm the director provisions in the Romanian articles of incorporation. Where governance rights are also allocated between investors, coordinate those documents with the shareholder agreement while recognising that a private agreement does not replace mandatory corporate rules or Trade Register formalities.

When can the company claim against a director?

A corporate claim typically focuses on whether the director breached an applicable duty and caused quantifiable loss to the company. The decision and representation mechanics depend on the company form, the alleged conduct and the applicable articles of the Companies Law. Article 155 contains the general-meeting mechanism for an SA action against directors for damage caused to the company through breach of their duties.

Approval by shareholders should not be treated as a universal release. The legal effect depends on what was disclosed, the nature of the decision, the company form, mandatory law, third-party rights and whether the approving body had authority. A director should still require accurate materials and record concerns.

Unauthorised transaction

A director signs beyond registered or internal powers and the company suffers loss. Liability, enforceability and internal recourse require separate analysis of the authority documents and third-party circumstances.

Related-party benefit

Company assets or opportunities are directed to a connected party without transparent approval, adequate information or defensible commercial terms.

Ignored compliance warning

Management receives a specific accounting, tax or regulatory warning but takes no proportionate action, allowing avoidable loss to increase.

When can insolvency create personal exposure?

Financial distress is a critical turning point. Article 66 of Romanian Insolvency Law no. 85/2014 generally requires an insolvent debtor to apply to the tribunal within a maximum of 30 days from the onset of insolvency, subject to the statute’s rules for good-faith restructuring negotiations. The competent tax authority must be notified of the intended insolvency application 15 days before filing, and proof of that notification must be attached to the application. A legal entity’s application is signed by the persons authorised to represent it under its constitutional documents; a shareholder resolution is not required by Article 66(5).

Under Article 169, the insolvency court may order management or supervisory members, any individual or legal entity exercising control over the debtor’s financial or operational decisions regardless of formal title, and other persons who contributed to insolvency through listed conduct to bear part or all of the debtor’s liabilities, without exceeding the loss causally connected to that conduct.

Article 169 risk categoryExamples of evidence reviewed
Using company assets or credit for personal or third-party benefitRelated-party payments, asset transfers, undocumented loans and non-commercial terms.
Conducting personal business under cover of the companyRevenue diversion, overlapping contracts, beneficial ownership and use of company resources.
Continuing activity in personal interest when cessation of payments was clearly approachingCash-flow forecasts, creditor ageing, director benefits and the rationale for continued trading.
Fictitious, unlawful or missing accountingLedgers, source documents, backups, handover records and access to accounting systems.
Diverting or concealing assets, or fictitiously increasing liabilitiesAsset registers, disposals, inventory movements, invoices and connected-party balances.
Transferring assets or a significant part of the business to a closely related personTransfers made while the debtor is in financial difficulty, compliance with Article 73(2¹) of the Companies Law, the relationship between the parties, continuation of the business through the new entity and evidence of an intention to shield assets from creditors.
Ruinous financing used to delay cessation of paymentsPricing, security, repayment prospects, alternatives considered and decision minutes.
Preferential payment to one creditor shortly before cessationPayment sequence, creditor relationship, maturity dates and justification.
Other intentional conduct contributing to insolvencyThe specific act, intent, resulting loss and causal connection to insolvency.

Law no. 239/2025 inserted Article 169(1)(e1), which specifically targets the transfer of assets or a significant part of the business of a debtor in financial difficulty to a person closely related to the debtor, where the obligations imposed by Article 73(21) of the Companies Law are breached and the transfer is intended to continue the activity through the new entity while shielding assets from the debtor’s creditors.

A final Article 169 liability judgment now has consequences beyond the payment order. Under Article 169(10), the person may not be appointed as a company administrator and, if already serving as an administrator elsewhere, loses that right for 10 years from the date the judgment becomes final. The person is also barred for 5 years from founding companies or acquiring a controlling participation in a new company.

Distress response

The evidence trail becomes more important as liquidity deteriorates

1MONITORCash and arrears2VERIFYSolvency status3ADVISELegal and financial4DECIDERestructure or file5PRESERVERecords and handoverAI-generated illustration
Early monitoring and documented advice help directors distinguish temporary pressure from statutory insolvency and respond within the applicable deadline.

Failure to hand over accounting records can create a rebuttable presumption of fault and causation under Article 169. For collegial management or supervisory bodies, a member who opposed the relevant act and recorded the opposition may have a specific defence under Article 169(5). A silent disagreement is therefore much weaker than a properly documented one.

When can a director become jointly liable for Romanian tax debts?

Article 25 of Romanian Fiscal Procedure Code no. 207/2015 creates specific joint-liability routes for overdue tax obligations. They are not triggered merely by holding office. The relevant provisions require the statutory circumstances and, for the principal director-related routes, bad faith.

Potential cases include administrators or other persons who, in bad faith:

  • caused the debtor’s insolvency by transferring or concealing its assets;
  • failed during their mandate to request the opening of insolvency proceedings for tax obligations from that period that remained unpaid when insolvency was declared;
  • caused the non-declaration or non-payment at maturity of tax obligations;
  • caused an unjustified tax refund or reimbursement; or
  • caused tax debts to accumulate and prevented their payment in the circumstances covered by Article 25(21).

A tax assessment against the company and a decision establishing the director’s joint liability are different acts. The facts, legal basis, procedural steps and challenge deadlines should be reviewed immediately when a director receives a Romanian tax notice.

Can delegation, resignation or shareholder instructions remove liability?

Delegation

Delegating finance, tax or operations does not necessarily eliminate a director’s own supervision duties. The appropriate level of oversight depends on the company form, governance structure, importance of the function, warning signs and the director’s legal powers. A clear written delegation and regular reporting are stronger than an informal assumption that “the accountant handles it.”

Resignation

Resignation can end future management authority once effective and properly implemented, but it does not erase possible liability for earlier acts or omissions. The director should document the handover, return company property, preserve relevant records and ensure required Trade Register formalities are handled.

Shareholder or parent-company instructions

A shareholder instruction does not automatically legalise conduct that breaches mandatory law or the director’s duties to the Romanian company. Material instructions should be checked against reserved matters, representation rules, corporate benefit, conflicts and insolvency considerations.

Directors’ and officers’ insurance

D&O insurance may fund defence costs or certain covered claims, but wording, exclusions, notification duties, deductibles and Romanian mandatory law matter. It cannot be assumed to cover fraud, intentional misconduct, all tax exposure, fines or every insolvency claim.

Practical checklist for foreign directors of Romanian companies

  1. Verify the mandate. Obtain the current articles of association, appointment decision and Trade Register extract.
  2. Map authority. Distinguish individual representation, joint signatures, shareholder reserved matters and internal approval thresholds.
  3. Build a reporting pack. Receive timely cash-flow, tax, accounting, litigation, employment and regulatory information.
  4. Document material decisions. Record information reviewed, options, conflicts, rationale, vote and follow-up responsibility.
  5. Control related-party dealings. Disclose interests and obtain the approvals and supporting valuation appropriate to the transaction.
  6. Supervise filings and records. Use a compliance calendar and require evidence of submission and payment—not verbal confirmation alone.
  7. Escalate warnings. Investigate missed tax payments, unpaid salaries, creditor enforcement, deteriorating liquidity and missing records promptly.
  8. Record disagreement. Use the legally appropriate board record and written notification; do not rely on an informal objection.
  9. Assess distress early. Seek Romanian insolvency and tax advice before the statutory filing window is lost, allow for the 15-day advance tax-authority notification and scrutinise transfers to closely related persons.
  10. Plan the exit. Coordinate resignation, handover, registrations, access removal, record preservation and insurance notification.

The bottom line

Romanian company director liability is conduct-based, not an automatic consequence of a company debt. The strongest protection is disciplined governance: understand the mandate, obtain adequate information, act within authority and in the company’s interest, manage conflicts, preserve reliable records and respond quickly to tax or insolvency warning signs.

Foreign directors should not wait for a dispute to reconstruct the decision process. A focused Romanian-law governance review can identify gaps in signing authority, reserved matters, minutes, compliance reporting and distress procedures before they create personal exposure.

Frequently asked questions

Is an SRL administrator automatically liable for the company’s unpaid debts?

No. The SRL is normally the debtor. Personal liability requires a separate legal or contractual basis, such as breach of the administrator’s duties causing loss, Article 169 insolvency conduct, Article 25 bad-faith tax conduct or a personal guarantee.

Does being a shareholder change a director’s liability?

Shareholder and director exposure are separate. A person who holds both roles may face different claims in each capacity, but liability must be analysed under the legal basis applicable to that role and conduct.

Can shareholder approval protect a Romanian director?

Approval can be relevant, but it is not a universal defence. Its effect depends on the company form, authority of the approving body, quality of disclosure, mandatory law, third-party rights and the conduct involved.

Does resignation end a director’s potential liability?

Resignation can end future authority once effective, but it does not erase potential liability for earlier conduct. Proper handover, registration, preservation of records and insurance notification remain important.

What should a director do if they disagree with a board decision?

Obtain advice on the correct procedure, state the reasons clearly and ensure the opposition is recorded and notified in the form required by the applicable governance rules. This is particularly important for collegial bodies and insolvency-related decisions.

Can D&O insurance eliminate personal liability?

No. It may cover certain defence costs and claims, but policy terms, exclusions, notice requirements and mandatory law apply. Fraud, intentional conduct, fines, tax exposure and insolvency claims may be excluded or limited.

Disclaimer: This article provides general legal information and does not constitute legal, tax or insolvency advice. Director duties and liability depend on the company form, constitutional documents, appointment terms, decision-making process, actual conduct and the law applicable to the specific facts.

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