An SRL (societate cu răspundere limitată, the limited-liability company) director, a majority shareholder, withdraws money from the company's account over four years, sometimes by transfer to his personal account, sometimes by withdrawal from a cash machine with the business card, sometimes as “an advance for expense reporting”. The bookkeeper records each withdrawal as it occurs, in account 542 or 4551. By the end of the fourth year, the balance is 900,000 lei. No one signed any contract, no interest was discussed, no term was fixed. When the tax inspection arrives, or when a minority shareholder lodges a criminal complaint, the question is no longer an accounting one. It is a criminal one.
The limited-liability company has its own legal personality. Its assets are distinct from those of the shareholders, even when there is a single shareholder. The money in the company's account belongs to an entity that you manage.
The fact that you contributed the initial share capital, that you work in the company every day and that no one else is affected by the withdrawals does not change this premise. It is the starting point of any analysis, and it explains why an operation that “bothers no one” can still produce a criminal case. The specific situation of the sole shareholder who is also the director is dealt with separately, because it raises its own questions.
Set by a general meeting resolution or a mandate contract, in a fixed amount. Taxed as employment income or income treated as such.
The share of profit, distributed under the conditions set by law: actual profit, financial statements, a general meeting resolution, tax withheld at source.
Recovering the money that you lent to the company, under a genuine contract, with proof that the sum entered the company.
These are the three lawful routes by which money leaves the company for you, as an individual. Anything else must be justified on its own legal basis. “I take it and put it back” is not a legal basis.
The Companies Law prohibits a company from extending credit to its directors. Paragraph (1) lists the prohibited transactions, and their scope is wider than it first appears.
The following are prohibited: granting loans; granting financial advantages on the occasion of, or following, the conclusion of transactions for the supply of goods, the provision of services or the performance of works; directly or indirectly guaranteeing loans granted to directors; guaranteeing the performance of directors' personal obligations towards third parties; acquiring for value, or paying, a claim consisting of a loan granted to directors by a third party.
Paragraph (2) extends the prohibition to transactions in which the director's spouse, relatives or relatives by marriage up to the fourth degree inclusive have an interest, as well as to companies in which those persons are directors or hold, alone or together, at least 20% of the subscribed share capital.
Paragraph (3) sets out two exceptions: where the value of the transaction is below the lei equivalent of EUR 5,000; and where the transaction is concluded by the company in the ordinary course of its business, and the terms are no more favourable than those it customarily applies to third parties.
Breaching the prohibition does not go unpunished under the criminal law. Article 272(1)(c) of Legea nr. 31/1990 criminalises the act of a director who borrows, in any form, directly or through an intermediary, from the company he manages, where the sum borrowed exceeds the limit set by Article 1444(3)(a). The penalty: imprisonment from 6 months to 3 years, or a fine.
This is where a recent and essential development comes in. The Înalta Curte de Casație și Justiție (ÎCCJ), Romania's High Court of Cassation and Justice, sitting as the Panel for the Resolution of Points of Law, has held, interpreting Article 272(1)(c) of Legea nr. 31/1990, that the director of a limited-liability company cannot be the perpetrator of the offence set out in that provision.
The reasoning applies the strict interpretation required of criminal law: the prohibition in Article 1444 sits in the section dealing with the management of joint-stock companies (the unitary system) and is imposed only on their directors; moreover, Article 197(4) of Legea nr. 31/1990 expressly excludes extending the rules on the management of joint-stock companies to SRLs. The conclusion: the SRL director was never subject to that prohibition, and so cannot be criminally sanctioned for breaching it.
A methodological note, necessary in criminal matters: what is set out here is the rule resolved by the High Court, not its case number. Decisions given on points of law are binding on the courts from the date of publication in the Monitorul Oficial (the Official Gazette); before relying on the ruling in a specific case, check the current publication details and the full text of the reasoning, together with your lawyer.
NOTE: This ruling does not mean that the SRL director can freely take money out of the company. It only means that that particular provision does not apply to him. Fully applicable are: Article 272(1)(b) of Legea nr. 31/1990, using, in bad faith, the company's assets or credit for a purpose contrary to its interests or for personal gain (6 months to 3 years, or a fine), and, above all, Article 295 in conjunction with Article 308 of the Criminal Code, embezzlement (delapidare) in its mitigated form (1 year and 4 months to 4 years and 8 months). In practice, the effect can be precisely to shift the prosecution from a milder provision to a harsher one.
The reverse direction of this operation is perfectly lawful and common; it is the usual mechanism for financing small companies. The formal conditions, however, matter decisively.
With the amount, term and interest specified, or an express statement that it is interest-free. A certified date (data certă) is the element that makes the difference on a later inspection.
In account 4551 “Shareholders, current accounts”. The entry records the transaction; it does not stand in for the contract.
Article 4(4) of Legea nr. 70/2015: the receipt or repayment of loans or other financing between professionals and individuals must be carried out only through cashless payment instruments. A loan advanced in cash is, in itself, an administrative offence, with a fine of 25% of the amount, and a minimum of 500 lei.
A significant loan to the company, unsupported by declared income, opens the way to a personal tax status review and the 70% tax on income whose source has not been identified.
The rules on cash and bank transfers in 2026 apply in full to these transactions, including on repayment.
From 18 December 2025, Article 67 of Legea nr. 31/1990 was supplemented with restrictions that directly affect the financial relationships between the company and its shareholders. They are recent and still little known, which is why they are already producing unintentional breaches.
Companies that distribute dividends quarterly may not grant loans to shareholders or other affiliated persons until the differences arising from the dividend distributions made during the year have been settled, Article 67(23).
Companies whose, according to their approved annual financial statements, net assets have fallen below half of the subscribed share capital, may not repay loans taken from shareholders or affiliated persons, Article 67(24).
An administrative fine of 10,000 to 200,000 lei and, more seriously, the joint and several liability of the company and the benefiting shareholder for the company's outstanding tax liabilities, up to the amount lent or repaid.
The essential point: joint and several liability for outstanding tax liabilities breaks through, in this area, the very protection for which the corporate form was chosen. A shareholder who recovers a loan from a company with net assets below the threshold can end up answering, with his own assets, for the company's tax debts, up to the amount repaid.
The dividend is the natural way for a shareholder to collect his share of the profit. The conditions are cumulative: the existence of profit, a general meeting resolution to distribute it, the withholding of the tax and its payment on time.
The tax regime has changed: under Legea nr. 141/2025, the dividend tax rate rose from 10% to 16%, for dividends distributed from 1 January 2026 (or from the first day of a modified fiscal year beginning in 2026). For dividends distributed on the basis of interim financial statements drawn up during 2025, the 10% rate is retained. The tax is withheld at source and is final; it must be declared and paid by the 25th day, inclusive, of the month following the one in which payment is made, or by 25 January of the following year for dividends distributed but not paid by the end of the year in which the distribution was approved.
Added to this, where applicable, is CASS, the health insurance contribution. Its regime operates on thresholds set by reference to the gross minimum wage; non-employment income is aggregated, and the contribution is owed in bands, depending on the threshold reached. Since the gross minimum wage changes during 2026, the lei amounts must be checked as at the actual date of distribution, not taken from older materials. This is a calendar check, not a matter of principle, and it must be done before the money moves.
A distribution made without profit or without a general meeting resolution does not produce a dividend, it produces an unfounded withdrawal, with everything that follows from that. The full distinction between a lawful dividend, a disguised dividend and a criminal offence is dealt with in the analysis on classifying withdrawals: dividend, loan or embezzlement.
Embezzlement, under Article 295(1) of the Criminal Code, consists in the misappropriation, use or trafficking, by a person who manages or administers assets, in his own interest or for another's, of the money, securities or other such assets. Through Article 308, the provision also applies to the SRL director, with the limits reduced by one third.
Withdrawing money from the company without a legal basis, without a contract, without a distribution resolution, without an expense report, falls, as the prosecution's working hypothesis, precisely within the meaning of “use for personal gain”. The fact that the sum was recorded in a receivable account (542 or 4551) does not create the legal basis; the accounting entry records a transaction, it does not legitimise it.
This is the real dispute in such cases, and it is fought over the mental element. The prosecution must prove intent, not merely the existence of the balance.
A loan contract concluded at the time of the withdrawal, with a certified date, interest and a term, says something quite different from a contract drafted after the inspection began.
A spontaneous repayment, made by the agreed term, before any inspection, is a strong indication of the absence of intent to misappropriate. A repayment made after the inspection has started carries much weaker evidential force and, in any event, does not act retroactively on the constituent elements of the offence.
Occasional, small withdrawals, repaid consistently, read differently from a balance that climbs steadily, year after year, with no repayment at all.
Towards the other shareholders and towards the accounting department. What was disclosed to the company's governing bodies leaves a verifiable trail; what was done quietly cannot be reconstructed later.
NOTE: There is a frequent and costly error of reasoning: the belief that “I paid it back, so there's nothing to it”. Full repayment of the material loss, made by the first hearing date, is a statutory mitigating circumstance (Article 75(1)(d) of the Criminal Code), and embezzlement is not among the offences excluded from this benefit, the effect being a one-third reduction of the sentencing limits (Article 76). But embezzlement is prosecuted ex officio, and the law makes no provision for reconciliation (împăcare) in respect of it. Repayment does not close the file. How the defence is actually built, in practice, is described in the analysis on the usual defences in an embezzlement case, and the quantification, in the one on calculating the loss.
An expense advance drawn and never accounted for, or accounted for with receipts unrelated to the business. The defence is built on the actual use of the money, not on repayment, a subject dealt with in the analysis on cash withdrawals and unjustified advances.
Every transaction is documented by the bank, with the date, time and merchant. It is the category easiest to prove and the hardest to explain retroactively.
For services that cannot be proven, a situation that slides quickly into a concurrence with tax evasion by recording expenses that are not based on real transactions (Article 9(1)(c) of Legea nr. 241/2005).
The tax consequence advances in parallel with the criminal one. Sums withdrawn without any basis are, as a rule, reclassified, either as income treated as salary or as a dividend, with the corresponding tax and contributions, plus late-payment interest and penalties. The Tax Code expressly treats as a dividend, in the definition given by Article 7, the sum paid by a legal person for goods or services supplied for the benefit of a participant in that legal person, where the payment is made for that participant's personal benefit. This is exactly the scenario of a business card used for private expenses.
Dividend, salary or remuneration, repayment of a loan, or an expense advance with a specific purpose. The basis is chosen beforehand, not sought afterwards.
Financial statements (annual or interim) evidencing the profit, a general meeting resolution to distribute it, the calculation and withholding of the 16% tax, and the return and payment made on time. Also check the restrictions under Legea nr. 239/2025.
A general meeting resolution or a mandate contract setting it out, with a fixed amount.
The original contract, proof that the money entered the company by bank transfer, repayment also by bank transfer, and a prior check of the net assets against the prohibition in Article 67(24).
A payment order to the cashier's office, a specific purpose, an expense report with supporting documents, within a term fixed by internal procedure.
Never use the business card for personal expenses, not even “temporarily”. And check the balances on accounts 542 and 4551 monthly, not annually. A rising balance is the only indicator that matters.
Regularisation is possible, but it is not neutral, and it must be done with eyes open to the risks.
Actual repayment, by bank transfer, is generally the lowest-risk option: it reduces the loss and repositions the discussion on the mental element.
A dividend distribution, if there is profit, followed by setting off the company's receivable against the net dividend, is a common solution. It requires a general meeting resolution and payment of the tax. Note: the tax effect occurs on the date of distribution, not retroactively for the years in which the money was already used.
Reconstructing supporting documents is permitted only under the conditions set by the accounting law. Drawing up documents that attest to transactions that never took place is not regularisation, it is forgery, aggravating the situation and adding a further concurrence of offences.
The order of these steps and their timing matter. A regularisation carried out before any inspection has a different meaning from the same operation carried out after the notice of tax inspection (aviz de inspecție fiscală) has been communicated, a path described in the analysis on how a tax inspection turns into a criminal case.
For an SRL, the High Court has held that the director cannot be the perpetrator of the offence under Article 272(1)(c) of Legea nr. 31/1990. That does not, however, remove the risk under Article 272(1)(b), or under Article 295 in conjunction with Article 308 of the Criminal Code, nor does it remove the issue of a conflict of interest or the tax treatment of the interest. A genuine contract, with a certified date, market interest, a term and actual repayment is far more defensible than an undocumented withdrawal, but it is not a guarantee. Also check the restrictions introduced by Legea nr. 239/2025.
No. The bookkeeping records a transaction; it does not create its legal basis. A balance in account 4551 without an underlying loan contract does not prove a loan, it only proves that money left the company. The missing document is the contract, not the accounting entry.
It does not disappear, but it is reduced significantly. Full repayment, made by the first hearing date, attracts the statutory mitigating circumstance under Article 75(1)(d) of the Criminal Code, with a one-third reduction of the limits. It can also be relevant to outcomes such as a waiver of prosecution. It does not, however, extinguish the criminal action, which is brought ex officio.
The injured party is the company, a distinct entity with its own creditors, and cases arise precisely when there are unpaid creditors or when insolvency occurs. The question is controversial, and it is dealt with separately, in the analysis dedicated to the sole shareholder.
No, not until regularisation. From 18 December 2025, Article 67(23) of Legea nr. 31/1990 prohibits companies that distribute dividends quarterly from granting loans to shareholders or other affiliated persons, until the differences arising from the distributions made during the year have been settled. Non-compliance attracts an administrative fine of 10,000 to 200,000 lei and joint and several liability for the company's outstanding tax liabilities, up to the amount lent.
Informative material, updated on 18 July 2026. It does not constitute legal or tax advice; individual situations must be assessed on their own facts. Persons under investigation are presumed innocent until a conviction becomes final.
If the matter involves a criminal complaint or an open file, the related analyses are grouped under economic criminal law. For how the defence is built, see defence in company-law offences.
Time limits run from the date of communication. A first conversation clarifies what is being alleged, what you need to substantiate and how the defence is built, before an estimate becomes a tax assessment decision.