Episode 1 — Companies, Contracts and Liability: From Incorporation to Insolvency.
Updated on 3 November 2026.
The company has unpaid invoices, the bank demands repayment or ANAF announces an inspection. Can a director’s or shareholder’s home also be pursued? An SRL’s or SA’s debt does not automatically become a personal debt. Enforcement against personal assets requires a personal undertaking or a separate legal basis and satisfaction of its conditions.
This episode distinguishes the liability of directors and shareholders. The distinction matters both to a defence and to a creditor seeking recovery.
SRL and SA: what does limited liability protect?
Under Article 3 of Law No 31/1990, the company’s obligations are secured by its own assets. Shareholders in an SRL or SA are liable within the limits of subscribed share capital under that provision.
This does not limit the company’s debts to its share capital. The company answers with its own estate, including assets and available funds.
General partners and the relevant partners in limited partnerships have a different regime involving unlimited joint and several liability under the statutory conditions. The rules govern prior pursuit of the company and when those partners may subsequently be pursued.
Where one person is both shareholder and director, each capacity must be assessed separately. Sole ownership of the shares does not itself make the shareholder personally liable to suppliers.
Have you also signed a personal guarantee?
A suretyship, co-debtor undertaking or aval may expose personal assets under the rules governing the particular instrument. Liability then arises from the undertaking, rather than merely from holding office.
Check the guaranteed amount, duration, ancillary sums and payment conditions. Signing solely as the company’s representative is not automatically a personal guarantee. Granting a mortgage over personal property must also be distinguished from assuming personal liability for the whole debt. See what to check if you guaranteed a loan.
A director’s liability to the company
Articles 72–73 of Law No 31/1990 address management duties and liability. Breach may require compensation for loss caused to the company. It does not follow that every creditor can directly demand payment of every invoice from the director.
Examine the duty, conduct, loss and causation under the particular legal basis. A failed business decision does not alone establish wrongdoing. Information available at the time, personal interests and the documentation of decisions may matter.
Insolvency: when can personal assets answer for company liabilities?
Article 169 of Law No 85/2014 allows the insolvency judge to order qualifying persons to bear some or all of the liabilities, without exceeding the loss causally connected to the conduct. It concerns persons who contributed to insolvency through the statutory acts. Opening proceedings alone is insufficient.
Examples include using company assets or credit for personal or another’s benefit, concealing assets, fictitious accounting and continuing activity in a personal interest under the Article’s conditions. Each category has its own requirements; there is no general presumption that every director is at fault.
The wording amended in December 2025 expressly addresses persons controlling financial or operational decisions regardless of formal status. Neither absence of an official mandate nor shareholder status alone resolves liability.
The current text also permits an interested creditor to bring the action. Older proceedings require examination of Law No 239/2025’s transitional rules and the version applicable to the file. Rules from different versions should not be combined.
Failure to hand over accounting documents engages rebuttable presumptions under the relevant provisions. High Court Decision No 14/2022 concerns non-delivery after prior notification. The amended text also addresses a presumption concerning culpable failure to file financial statements or tax returns. Preserve evidence of document delivery.
For creditors, a liability action does not replace filing a claim in the insolvency. See filing a proof of claim when a business partner is insolvent.
Tax debts: a separate procedure
Articles 25–26 of the Fiscal Procedure Code govern specified cases of joint and several liability and its determination. Article 25(2), for example, concerns particular bad-faith conduct connected with a debtor declared fiscally insolvent. Fiscal insolvency must be distinguished from judicial insolvency proceedings.
The tax authority must identify the conduct and statutory conditions. Arrears alone do not prove bad faith. Liability is determined by an individual decision under the applicable hearing rules, and that decision may be challenged through the statutory remedies. Keep the decision, proof of service and defence documents.
Shareholders: abuse of limited liability and withdrawals
Article 237¹(3)–(4) of Law No 31/1990 addresses unlimited liability for unpaid obligations of a dissolved or liquidated company where a shareholder fraudulently abuses limited liability and the separate legal personality to creditors’ detriment. The dissolution or liquidation context and fraud requirements must be established.
Unlawfully distributed dividends may be recoverable where the company proves that the beneficiary knew or should have known of the irregularity under Article 67(4). Repayment does not automatically mean assuming every company debt.
Special rules introduced in 2025 also concern loans to shareholders and repayment where net assets fall below the statutory level. Breaches of Article 67(2³)–(2⁴) may engage joint and several liability for the budget obligations specified in paragraph (2⁵), within the statutory amounts. Check those conditions before making payments.
An illustration: the same unpaid invoice, different legal bases
An SRL owes a supplier RON 200,000 after losing a major customer. The shareholder gave no guarantee and the documents show no basis for personal liability. The outstanding balance alone does not justify enforcement against their home.
A valid personal guarantee or asset transfers satisfying Article 169 would require a different assessment. Each basis needs its own evidence and procedure. This hypothetical example does not predict a case outcome.
Documents and practical precautions
- Contracts, guarantees, constitutional documents and management mandates.
- Bank records, financial statements and asset-transfer documents.
- Shareholder resolutions, creditor correspondence and restructuring steps.
- Notices, tax decisions and proof of accounting-document handover.
Keep personal and company finances distinct, document payments and address notices promptly. For a creditor, identifying a director is not a substitute for proving the liability conditions.
Frequently asked questions
Do I automatically lose my home if the company becomes insolvent?
No. A distinct legal basis and its conditions are needed to pursue personal assets.
Is a sole shareholder liable for every SRL debt?
Not merely because they are the sole shareholder. Examine personal undertakings and statutory liability grounds.
Does resignation remove a director’s liability?
It does not erase possible liability for earlier personal conduct. The period, acts and legal basis matter.
Can an ANAF joint-liability decision be challenged?
Yes, through the available statutory remedies. Check service immediately to calculate the deadline.
Sources and the series
Official references include Law No 31/1990, Articles 3, 67, 72–73 and 237¹; Law No 85/2014, Articles 169–173 and transitional notes; and the Fiscal Procedure Code, Articles 25–26. Check the version applicable to each act and proceeding.
Continue with Episode 2: Shareholder or director — what is the difference? The series covers shareholder rights, contracts, debt recovery, prevention of insolvency, reorganisation and liquidation.
For review of personal exposure, a liability application or company documents, call 0732.710.701. The assessment depends on the documents and circumstances.
