Pay Transparency in Romania: What Companies Need to Keep in Mind
Much has been said recently about the EU Pay Transparency Directive (Directive (EU) 2023/970). It sets new standards for transparency and gender-based equal treatment in relation to pay. Its implementation in Romania is still pending, and the deadline expires on 7 June 2026. The national legislation is currently still only available as a draft, but it already shows quite clearly the direction in which things are moving. Transposition will (have to) be one of the legislature’s short-term priorities, meaning that it is high time for companies to understand the European and local requirements and, where necessary, start preparing.
Stricter Rules for Dividends, Shareholder Loans, and Capital Maintenance in Romania
Law No. 239 of 2025, published on December 15, 2025, amended several key pieces of legislation, including the Tax Code (Codul Fiscal), the Tax Procedure Code (Codul de Procedură Fiscală), and the Companies Law. The following outlines practical changes that affect the business operations of companies in Romania. At the core are four new regulations for joint-stock companies (SA) and limited liability companies (SRL) concerning the distribution of dividends, the granting of loans to shareholders, members, or related parties, and the repayment of such loans.
NEWSFLASH - Webinar Invitation
We are pleased to invite you to a high-impact online session, jointly organized with AHK Romania: AHK Community Talks Pay Transparency in the EU and Romania: New Legal Obligations, Risks, and Practical Strategies for Employers The EU Pay Transparency Directive is set to fundamentally change how companies manage compensation. What has long been treated as an internal HR matter will become a legally enforceable, highly visible compliance issue — with new obligations and direct exposure to claims, scrutiny, and reputational risk.
New Obstacles to the Transfer of Business Shares in Romania
Recent developments have shown that cooperation between the Commercial Registry and the tax authorities in Romania is becoming increasingly close. In this context, the procedure for transferring shares in Romanian companies has been revised and made more complex. The aim is, on the one hand, to require financially weak companies to take steps to correct their equity position and, on the other hand, to prevent the evasion of tax liabilities. We had already announced in November 2025 (LINK) that significant changes to company law were forthcoming. These changes did indeed take effect on December 18, 2025, but were amended again shortly thereafter.
New EU Directive “Insolvency III”: Greater Efficiency and Better Creditor Protection
On March 30, 2026, the European Parliament and the Council adopted the new Directive (EU) 2026/799 (“Insolvency III”), which is intended to ensure greater efficiency and better protection for creditors in insolvency proceedings involving European companies. The Directive must be transposed into the domestic legal systems of the Member States by the end of 2029. The key aspects affected are outlined below.
Important principles of the Romanian VAT system
The Romanian value-added tax system (also called VAT) is often difficult to understand due to the underlying complex EU regulations. Nevertheless, it is based on a rigorous, solid, EU-wide harmonized, and logical structure that provides a consistent framework of interpretation. Below are several important principles and practical notes.
Internal Auditing and Internal Controlling in Romanian Medium-Sized Enterprises
In Romania’s dynamic business environment, medium-sized enterprises play a key role. However, as they grow, sound corporate governance becomes increasingly important: internal audit and controlling are central instruments in this regard. While large companies have developed these functions extensively, implementation among medium-sized enterprises varies considerably — although the benefits are clear.
Fraud Prevention Measures for Investors in Romania
Romania attracts foreign companies with expansion and investment opportunities in a dynamic market. The continued development of the business environment drives investment, increases efficiency, and enables long-term partnerships. However, alongside economic advantages, risks such as financial fraud, corruption, and operational vulnerabilities also exist. In Romania, cultural differences and a lack of transparency in certain sectors may create exploitable gaps. Foreign corporate groups in particular require preventive measures to protect both their investments and their reputation.
Extended Liability in Auto Insurance in the Event of the Insurer's Insolvency
In the event of the insolvency of insurance companies, compensation claims must be submitted to the Romanian Insurance Guarantee Fund (FGA). For claims under motor vehicle liability insurance (RCA), the FGA previously applied a coverage limit—which was abolished at the end of 2025 as part of a legislative reform.
Direct Investment in Romania – Comprehensive Reform of FDI Screening
With the entry into force of Emergency Ordinance No. 17/2026 (“EO 17”) on March 13, 2026, Romania’s system for reviewing foreign direct investments (FDI) underwent a fundamental revision. The new provisions cover both the substantive scope of investment control and several elements of the review process, including thresholds, fees and procedural deadlines. The aim of the reform is to concentrate state control more strongly on economically relevant transactions and at the same time to make administrative procedures more efficient.