Directors' Duties & Liability
Directors of Romanian companies owe duties of care and loyalty and can be personally liable to the company, creditors and regulators. We advise directors and boards before decisions are made and defend them when claims arise.
Updated 28 October 2026 · General information, not legal advice
What the work covers
Duties
Duty of prudence and diligence and the business judgment rule in Law 31/1990.
Regulated sectors
Additional duties for directors of ONJN, BNR, ASF and ANRE regulated entities.
Insolvency
Exposure under article 169 of Law 85/2014 when a company becomes insolvent.
Protection
D&O insurance, indemnities and board procedures.
- Documented decisions. The business judgment rule protects informed, good-faith decisions. Board minutes are the evidence.
- Tax liability. Directors can be held jointly liable for some unpaid tax debts under the Fiscal Procedure Code.
- Nominee risk. Directors acting on instructions remain personally responsible.
- Board advice memos
- Director onboarding pack for regulated companies
- Defense in liability claims
Is there a business judgment rule in Romania?
Yes. Law 31/1990 provides that a director does not breach the duty of prudence if, when taking a business decision, he or she was reasonably entitled to consider that it was in the company's interest, based on adequate information.
Can directors of a Romanian company be liable for tax debts?
Yes, in cases set by the Fiscal Procedure Code, such as when the company becomes insolvent and the director caused or failed to prevent the non-payment of taxes.
Tell us the decision you need to make
Describe the transaction or regulatory issue, the Romanian assets involved and your timetable.
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