Package 2 Fiscal Measures in Romania: Extended Tax Record for Romanian companies and their administrators

Newly established companies in Romania and existing companies in Romania: New rules for tax record registration and administrator liability

One of the major changes introduced by Fiscal Package 2 is the extension of the tax record for legal entities and natural persons. According to Government Ordinance no. 39/2015, this fiscal record now includes several categories of facts and situations that can affect both the activity of a company and the professional future of an administrator. Thus, any new attempt to start a business in Romania, company formation in Romania, or even to set up a company must be considered in light of the existing tax transcript.

For legal entities, the tax record will include all final decisions declaring a Romanian company inactive, subject to insolvency procedure, or where the responsibilities of an administrator have led to shareholder liability. These entries become visible at the trade registry and can affect access to financing, opening a bank account, or performing a share capital increase. For natural persons, entries in the fiscal record may block the possibility of being appointed as administrators in future companies or of carrying out procedures such as starting up your own business, set up a company, or establishing a sole proprietorship.

It is advisable that both legal entities and individuals periodically review their situation through a tax transcript check with ANAF, with the help of a business lawyer, liability lawyer, or commercial lawyer, and to know their rights of appeal.

The rules for registration in the tax record differ depending on whether the taxpayer is a legal entity or a natural person. For a company (legal entity), any fiscal infringement or relevant judicial decision is communicated directly to ANAF and recorded in the fiscal record. For an administrator (natural person), the tax obligations reflect both their own actions and those of the Romanian company they manage. This creates a dual responsibility and directly influences the ability to start a business in Romania or proceed with company formation in Romania.

For existing companies, negative entries in the fiscal record may block procedures such as opening a bank account, accessing credit, or share capital increases. For new entities, when an associate or administrator has active mentions in the tax record, the request to start a business or to set up a company may be rejected by the trade registry. Thus, this tax record has an essential role in the capital market.

Any entrepreneur is advised to consult a business attorney or corporate lawyer before initiating procedures such as starting up your own business, company formation in Romania, or set up a company, in order to check aspects such as the required documents for the fiscal record, filing a tax transcript request, and the possibility of deletion. A tax record lawyer, tax record correction lawyer, or tax record removal attorney may provide practical legal solutions to avoid blockages.

In this context, the Romanian Law Firm Pavel, Mărgărit & Asociații can help you understand the new regulations regarding fiscal record registration, the responsibilities of an administrator, director liability, capital market, tax obligations, insolvency file, minimum share capital, corporate insolvency, company insolvency, and provide consultancy for start a business in Romania, set up a company, company formation in Romania, opening a bank account, and protecting share capital in business transfer and M&A transactions.

Joint liability of administrators in Romania with the indebted company – direct effects in the fiscal record in Romania

One of the important points introduced by the Fiscal Package concerns the responsibilities of an administrator. When a company has outstanding tax obligations and it is proven that the administrator has failed to fulfill their duties, ANAF may issue a decision of joint liability. This decision, once final, is automatically entered into the tax record of the administrator.

For legal entities, this has a double effect. On the one hand, the Romanian company appears with negative entries in the fiscal record; on the other hand, natural person administrators also find themselves listed, affecting their professional future. This situation complicates activities such as company formation in Romania, share capital increase, or even maintaining an active bank account. Access to the trade registry for statutory or administrative changes can also be restricted.

To better manage these risks, collaboration with a tax attorney, business attorney, or lawyer for taxes becomes essential. They can contest the decision of liability, analyze whether the facts meet the conditions under Government Ordinance no. 39/2015, and identify solutions to avoid blocking business activity. In certain cases, the involvement of a tax record lawyer, tax record correction lawyer, or even a tax record removal attorney can be crucial for affected administrators.

Registration of fiscal inactivity in Romania and its consequences for existing companies in Romania

Fiscal inactivity is a common situation and has direct consequences in the fiscal record. According to Government Ordinance no. 39/2015, companies declared inactive by ANAF are automatically entered in the tax record, limiting their rights. In the case of natural persons, administrators of these firms also receive corresponding mentions, affecting their chances to manage other entities.

For existing companies, the consequences are severe, such as the impossibility of obtaining authorizations, blockages at the trade registry, restrictions on opening a bank account, and difficulties in share capital increases. Any later company formation in Romania or attempts to start a business in Romania remain subject to these risks. Inactivity can also impact business relations, especially when partners request a tax transcript.

The consultancy offered by a corporate lawyer or commercial lawyer becomes necessary in cases of inactivity. A tax attorney can identify solutions for reactivation, while an insolvency lawyer, insolvency attorney, or lawyer specialized in insolvency can intervene when inactivity overlaps with issues related to an insolvency file or an ongoing insolvency procedure.

Contraventions and criminal acts in fiscal, accounting, and customs law – automatic registration in the fiscal record in Romania

According to Government Ordinance no. 39/2015, certain contraventions and criminal acts are automatically entered in the fiscal record for both legal entities and natural persons, including serious violations of fiscal, accounting, and customs law.

For companies, such entries block procedures of company formation in Romania, starting up your own business, or even set up a company. In addition, they may hinder access to financing through restrictions on opening a bank account or performing a share capital increase. For individuals, an entry in the tax record limits their ability to manage other companies. So, the support of a tax record lawyer, tax record removal attorney, or even a lawyer specialized in insolvency becomes essential.

Patrimonial liability in insolvency In Romania and its impact on setting up and operating new companies in Romania

Insolvency is one of the most complex procedures and has a direct impact on entries in the fiscal record. When a company enters into an insolvency procedure, final court decisions regarding shareholder liability or director liability are recorded in the tax record, both for legal entities and natural persons.

This means that an administrator with mentions of an insolvency file or patrimonial liability established by court decision will no longer be able to start a business, proceed with company formation in Romania, or set up a company. Furthermore, access to the trade registry, opening a bank account, or carrying out share capital increases are restricted.

In such cases, intervention by an insolvency lawyer, insolvency lawyer, or lawyer specialized in insolvency is necessary. They can assess recovery prospects, contest liability decisions, and provide administrators with solutions to continue activity in other structures. In addition, a tax record lawyer may support efforts for tax record correction or deletion of entries from the fiscal record.

“Given the extension of the fiscal record and the new obligations regarding company formation in Romania, minimum share capital increase, and opening bank accounts, as well as the risks associated with inactivity or insolvency procedures, entrepreneurs must pay greater attention to complying with all legal provisions and deadlines imposed by the trade registry and ANAF. Non-compliance can lead to negative entries in the tax record, blocked bank accounts, or even restricted access to company formation in Romania. Collaboration with a business lawyer, corporate lawyer, or insolvency attorney is an essential tool for protecting legality and business continuity,” stated Dr. Radu Pavel, Coordinating Attorney.

The Fiscal Package aims to consolidate rules regarding registration and deletion of facts in the tax record. For legal entities, deletion is possible after the payment of debts or upon the expiration of the limitation period. For natural persons, deletion may occur after fulfilling legal conditions, such as payment of a fine within the term.

Therefore, procedures such as set up a company, business transfer, corporate insolvency, minimum share capital, opening a bank account, or share capital increase are directly influenced by entries in the fiscal record, whether concerning legal entities or natural persons involved as administrators. The information in the tax transcript regarding contraventions, criminal acts, inactivity, or shareholder liability in the insolvency procedure can directly affect the possibility of opening a bank account, company insolvency, or participation in the capital market through the trade registry.

To prevent blockages in the activity of a company and to protect the personal assets of administrators, consultation with qualified specialists is essential. Collaboration with a business lawyer, corporate lawyer, tax attorney, lawyer for taxes, tax record lawyer, or insolvency attorney ensures both compliance with fiscal law and solutions for possible remedies or appeals against unfair entries in the fiscal record.

Moreover, in the context of Package 2 of measures and the new registration rules, any decision regarding starting up your own business, company formation in Romania, or share capital increase must be made with caution, considering the fiscal history of the Romanian company and its administrators. The tax record removal attorney and tax record correction lawyer provide opportunities for clearing negative entries after debt settlement or payment of fines, but this process also requires legal expertise to be carried out correctly.

Thus, a preventive approach and constant collaboration with professionals not only minimizes legal and fiscal risks but also facilitates the smooth execution of essential procedures for the development and functioning of a company: from company formation in Romania and starting up your own business, to complex operations such as share capital increase or participation in another company’s insolvency procedure. Thus, entrepreneurs and administrators can focus on business growth, knowing they comply with the updated legal and fiscal framework.

Pavel, Margarit and Associates Law Firm is one of the top law firms in Romania, providing high-quality legal services. The firm’s clients include multinational and domestic companies of great magnitude. In 2025, the law firm’s success stories brought it international recognition from the most prestigious international guides and publications in the field. As a result, Pavel, Margarit and Associates Law Firm ranked 3rd in Romania in the Legal 500’s ranking of business law firms with the most relevant expertise. The law firm is internationally recognized by the IFLR 1000 Financial and Corporate 2025 guide. Additionally, Pavel, Margarit and Associates Law Firm is the only law firm in Romania recommended by the international director of Global Law Experts in London in the Dispute Resolution practice area. All relevant information about Pavel, Margarit and Associates Law Firm can be found on the website www.avocatpavel.com.