Intercompany Services for a Romanian Subsidiary: Review Scope, Authority and Contract Evidence
In brief: An intercompany service agreement should identify the actual provider, the Romanian recipient, the work to be done, the fee mechanism and the records that will show what was delivered.
A group-wide policy, a monthly invoice or a parent-company approval does not, by itself, answer all of those questions.
For a Romanian subsidiary, the review should connect the contract to corporate authority, operating evidence, accounting records, related-party pricing and any data-processing role.
A foreign group may centralise finance, IT, HR, procurement or management support while its Romanian subsidiary remains a separate contracting and accounting entity.
The commercial question is whether the subsidiary has a clearly defined reason to buy those services, an expected economic or commercial benefit and a workable way to verify the resulting charges.
This guide concerns service arrangements between companies in a group, especially an SRL receiving services from a foreign parent or affiliate; it does not treat a shareholder loan, dividend, licence or employee secondment as the same transaction.
What should the intercompany agreement actually cover?
Identify each legal entity by its registered name and role, including whether the foreign company supplies services directly or merely coordinates another group provider.
A schedule should describe the service categories, the Romanian teams that request them, the expected outputs, the service period and the person who can confirm delivery.
Separate support provided to the subsidiary from activities performed principally for the parent as an investor, and identify any overlap with the subsidiary’s own staff or another group supplier.
The Romanian company should be able to explain why it needed the service and what economic or commercial benefit it obtained or reasonably expected from it; that approach is consistent with the transfer-pricing principles explained in ANAF’s guidance on intra-group services and transfer pricing.
A vague description such as “management services as required” may be hard to administer when a Romanian director later needs to explain the fee, approve an invoice or prepare a transaction data room.
Our Romanian contract-review guide covers the wider questions of parties, authority, payment, liability and exit that should also be checked here.
| Contract point | Question for the Romanian subsidiary | Record to retain |
|---|---|---|
| Scope and orders | Which tasks are included, who can request them and how are changes approved? | Signed schedule, service requests and change approvals. |
| Fee and allocation | Is the price fixed, time-based or allocated across group entities, and what costs are included? | Calculation method, allocation keys, supporting cost data and invoices. |
| Delivery and acceptance | What output or service activity will the Romanian recipient be able to verify? | Work product, tickets, reports, meeting records and acceptance trail. |
| People and access | Will provider staff access systems, personal data, intellectual property or sensitive files? | Access approvals, confidentiality terms and any required data schedule. |
| Exit and disputes | What happens to unfinished work, data, fees and licences when services stop? | Termination notice, handover plan and reconciliation. |
Who can sign for the Romanian subsidiary?
The first authority check is the subsidiary’s current representation structure, using its constitutive act, relevant associates’ resolutions, any power of attorney and the records available from the National Trade Register Office (ONRC).
The Trade Register record is important, but it does not replace a review of the documents establishing the particular signatory’s authority.
Article 70(1) of Romanian Companies Law no. 31/1990 on the Legislative Portal addresses administrators’ powers in relation to the company’s business and restrictions in its constitutive act.
For an SRL, Article 197(1) provides that the company is administered by one or more administrators, whether associates or not, appointed by the constitutive act or by the general meeting of associates.
If a manager, employee or external adviser signs instead of the registered representative, check the underlying authority, including the express empowerment required by Article 71(1) for an administrator to transmit the right of representation, as well as the foreign provider’s own signing authority.
An associates’ resolution may be needed under the constitutive act or the transaction’s particular governance arrangements, but an intercompany service contract does not automatically require a separate vote merely because the parties are affiliated.
If a proposed associates’ resolution concerns a legal act directly between the SRL and one of its associates, Article 193(2) prevents that associate from voting on the resolution.
A service contract with another affiliate does not automatically trigger that voting restriction or require an associates’ resolution.
Our guide to Romanian company director liability explains why a group instruction should be assessed alongside the director’s duties to the Romanian company.
Sole-shareholder SRL: Article 15 of the Companies Law requires contracts between an SRL and its sole shareholder, whether a natural or legal person, to be in writing under penalty of absolute nullity.
This statutory form rule applies where the sole shareholder itself is a party to the contract; it does not automatically extend to an agreement with a sister company or another affiliate.
What evidence should accompany the contract and invoices?
Build a record that lets the Romanian company identify what it requested, what was done, when it was done, who received it and how the charge was calculated.
Article 6(1) of the Romanian Accounting Law no. 82/1991 on the Legislative Portal requires an economic or financial transaction to be recorded in a supporting document when it occurs, as the basis for accounting entries.
For recurring services, a useful file may include requests, tickets, time records where relevant, reports, deliverables, correspondence and the subsidiary’s review or acceptance of the work.
For shared services allocated among several entities, keep the allocation method and data used for the period, together with a way to reconcile the charge to the agreement and invoice.
A signed agreement and invoice are important, but their existence alone does not prove actual performance, the subsidiary’s business benefit or the appropriateness of the arm’s-length pricing and allocation methodology.
Preserve the work product in a usable form: a monthly invoice for “consulting” should be traceable to identifiable advice, actions, access, reports or operational support when those are what the agreement promises.
How should pricing and transfer-pricing review fit together?
Legal counsel should test whether the parties have agreed a sufficiently clear pricing and adjustment mechanism, while the accountant and tax adviser should assess the accounting and tax treatment of the actual charges.
Under Article 11(4) of the Romanian Fiscal Code published by ANAF, affiliated-party transactions are examined against the arm’s-length principle, with adjustment or estimation powers in the statutory circumstances.
The agreement should therefore explain whether the fee uses a fixed rate, time charges, a cost allocation or another method, and identify what documentation the provider will supply to support the calculation.
Do not assume that a generic cost-plus label, board approval or payment of an invoice settles the Romanian tax analysis.
For a subsidiary subject to profit tax, Article 25(1) of the Fiscal Code published by ANAF links the general deductibility rule to expenditure incurred for the purposes of the company’s economic activity.
The tax adviser should assess the service’s actual performance, business purpose, supporting records and any specific tax conditions or limitations before concluding that a particular charge is deductible.
The tax adviser should determine which transfer-pricing documentation rules apply to the taxpayer, period, transaction values and procedure, including the transitional provisions in the National Agency for Fiscal Administration (ANAF) Order no. 828/2026.
Under Article 15(1) of that order, its Article 2(1) annual-file rule for qualifying large taxpayers applies to affiliated transactions carried out from 2026.
Article 15(2)–(3) separately addresses tax administration procedures initiated after 1 January 2027 and preserves the previously applicable rules for procedures initiated before then.
Cross-border service payments may also raise VAT, withholding-tax or permanent-establishment questions depending on the actual services and jurisdictions; obtain transaction-specific tax advice before fixing invoice language or payment mechanics.
If the intended transaction is funding rather than payment for services, our Romanian shareholder-loan guide addresses that separate legal structure.
When do personal data and intellectual property need separate terms?
If the foreign provider processes personal data on the subsidiary’s behalf, define the actual controller and processor roles and put the required processing terms in the agreement or a separate schedule under Article 28(3) of the EU General Data Protection Regulation on EUR-Lex.
Group affiliation does not itself determine those roles: the entities may instead be independent controllers, joint controllers or parties to a relationship that does not involve processing personal data on another’s behalf.
Where personal data is transferred to a provider outside the European Economic Area, the parties should also assess the GDPR’s international-transfer rules in light of the actual data flow.
Our data-processing agreement guide for Romania explains the controller–processor contract and the operational terms that need to match the service arrangement.
For IT, design, marketing and product work, identify who owns existing materials and new deliverables, whether the subsidiary receives a licence or assignment, and what happens to access and source materials after termination.
Confidentiality, cybersecurity, subcontracting and access to systems should reflect the work actually carried out, rather than simply copying a group policy into the signature pack.
What if the group has already been charging for services?
Review the period chronologically: who requested the work, the services actually delivered, the invoices issued, the payment trail and the written arrangements that existed at the time.
A later agreement may help establish a prospective framework, but it should not be backdated to suggest that an undocumented earlier approval or service record existed.
Where records are incomplete, separate what can be reconstructed from contemporaneous evidence from what remains uncertain, and involve the accounting and tax teams before changing past entries or invoices.
For future periods, amend the schedule, name the Romanian recipient’s approver and set a repeatable monthly or quarterly evidence process.
What should the group send for a focused legal review?
- Current draft or signed agreement, schedules, amendments and group policies incorporated by reference.
- Romanian subsidiary’s constitutive act, current representation information and any relevant associates’ resolutions or powers of attorney.
- Service descriptions, requests, sample deliverables, reporting and acceptance records for a representative period.
- Invoices, calculation examples, allocation keys and the commercial explanation for each material fee category.
- Data-flow description, access list, existing data-processing terms and intellectual-property or licence documents where relevant.
- Questions already raised by the accountant or tax adviser, including whether a transfer-pricing file or other tax analysis is required.
That package lets counsel review the contract and corporate authority against the way the group actually operates, rather than commenting on a template in isolation.
Practical result: a well-scoped review can identify missing authority, overbroad service descriptions, unsupported charges, inconsistent data terms and gaps in the subsidiary’s evidence process before the next invoice cycle or due-diligence request.
Intercompany service agreement review in Romania
Atrium Romanian Lawyers can review or draft the Romanian-facing agreement, service schedules and corporate approval documents, and coordinate legal points with the group’s accounting, tax and data-protection advisers.
Send us the contract, the parties’ structure and a sample of the services and charges so the review can focus on the actual transaction.
Frequently asked questions
Does a Romanian subsidiary need a written agreement with its foreign parent?
If the parent is the SRL’s sole shareholder and is itself the contracting party, Article 15 of Companies Law no. 31/1990 requires the contract to be in writing under penalty of absolute nullity.
For other group relationships, review the parties and applicable form requirements separately, while retaining a clear written record of scope, price and authority.
Is an invoice enough to evidence management services?
An invoice should be supported by records showing actual performance, the Romanian recipient’s business need or expected benefit, the service period and the pricing calculation, with accounting and tax treatment assessed for the actual transaction.
Does every intercompany service agreement require an associates’ resolution?
No general rule makes a separate resolution automatic for every affiliate service contract; check the constitutive act, signing authority and any conflict or reserved-matter rules that apply to the particular SRL.
Does a group service fee automatically meet Romanian transfer-pricing rules?
No; the fee and allocation method require transaction-specific arm’s-length analysis, and the tax adviser should assess the applicable documentation thresholds and transitional timing rules.
Is a data-processing agreement required for all group services?
No; a controller–processor contract under Article 28(3) GDPR is required where one entity processes personal data on behalf of the other, so the parties’ actual roles must first be assessed.
This article provides general information about Romanian intercompany service arrangements and is not legal, accounting or tax advice for a particular transaction.
Applicable law and administrative requirements should be checked for the contract, service period and payment date in question.
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