The procurement director at a major client tells you, over coffee, that “things would move faster” if there were “a small commission”, 2% of the contract value, paid into a personal account. No one from the state is involved. There is no public money. These are two private companies negotiating. Most Romanian entrepreneurs' first reaction is: unpleasant, but not illegal.
It is illegal. It is bribe-taking (luare de mită) for the person who asks and bribe-giving (dare de mită) for the person who pays, by operation of Article 308 of the Criminal Code. Not knowing it is probably the single biggest unrecognised criminal risk in Romanian business.
The text provides that the provisions concerning public officials in Articles 289 to 292 (bribe-taking, bribe-giving, trading in influence (traficul de influență) and buying influence (cumpărarea de influență)), Article 295 (embezzlement (delapidare)), Articles 297 to 300 and Article 304 apply correspondingly to acts committed by or in connection with persons who perform, permanently or temporarily, with or without remuneration, any kind of duty in the service of a natural person referred to in Article 175(2) or within any legal person. In that case, the special limits of the penalty are reduced by one third.
It extends the application of existing offences. Do not look for “private-sector bribery” as a separate provision; it does not exist. What exists is bribe-taking, with an extended range of possible offenders. The same mechanism also brings embezzlement, through Article 308, into the private company.
A very broad formula. Not only the director and the manager: the head of procurement, the person in charge of tenders, the engineer who signs off on acceptance, the collaborator paid under a civil contract, even someone who works for free.
Real, but it does not turn the offences into trifles. In its basic form, bribe-taking carries imprisonment from 3 to 10 years; bribe-giving, trading in influence and buying influence carry 2 to 7 years. Even reduced, the limits remain within custodial-sentence territory.
The most common pattern: the supplier pays a percentage to the person who signs or influences the selection, sometimes disguised as a “consultancy agreement”, an “introduction bonus” or rent for premises that are not actually used.
From a bottle of wine to a “training” trip to a resort with an hour of actual programme. Value matters, but not on its own; the context in which it is offered matters too.
A real position, with a real salary, but created for a person put forward by the client's decision-maker. If the post would not have existed without the contract, the advantage is for the decision-maker.
The client asks for sponsorship of an event or of an organisation close to them, and the request comes during the negotiation. The lawfulness of the sponsorship as such is not relevant if it functions as the price of the decision.
An intermediary with an above-market commission, no verifiable service, promising access. The pattern is trading in influence (for the intermediary) and buying influence (for the one who pays).
The circuit of the amounts paid or received raises, separately, the question of laundering money from corruption, an autonomous charge, with its own evidentiary requirements.
It does not matter who actually receives the money. The provisions expressly cover advantages obtained for oneself or for another, directly or indirectly. Payment to the decision-maker's wife's company, to a foundation he controls, or to his child does not change the legal classification; it only changes the complexity of the evidence.
For public officials and dignitaries, Romanian law contains special rules on gifts received free of charge on the occasion of protocol events, with obligations to declare and hand them over above a certain value, a threshold to be checked against the text in force at the time of the act. For the private sector there is no such statutory threshold. There is no “safe” amount. And this is a mixed blessing: no ceiling protects you, but no value automatically convicts you either.
The central element of the offence is in connection with: the advantage must be linked to the performance, non-performance, speeding up or delaying of an act falling within the person's duties. A gift not linked to any specific act is far harder to classify as a bribe.
A calendar given in December to all business partners is a different thing from the same item given to a single person, on the day the tenders are opened.
Not in absolute terms, but relative to: the value of the contract, the recipient's income, and the practice in the sector.
A gesture made symmetrically towards all business partners, and documented, carries a different meaning from one that is individualised and discreet.
The decisive evidence. An advantage declared to the recipient's superior, entered in a register, correctly invoiced and booked does not, as a rule, have the structure of a bribe, because a bribe presupposes concealment. Conversely, cash, a personal account, “let's keep this between us”, close the discussion.
It turns these criteria into workable rules: an in-house ceiling, a duty to declare, an absolute ban on cash and on tender periods, a gift register. It has no force of law, but it has evidentiary value, and it gives the employee a legitimate reason to say no.
The international context. The OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions has imposed, globally, the criminalisation of bribing foreign officials. Romania received an invitation to accede in April 2023 and deposited its instrument of ratification at OECD headquarters in Paris in July 2023; implementation is periodically assessed by the organisation's Working Group on Bribery. Domestically, Article 294 of the Criminal Code, “Acts committed by or in connection with foreign officials”, extends the corruption offences to officials of foreign states, to staff of international organisations and of the European Union, and to other assimilated categories, unless the international treaties to which Romania is a party provide otherwise.
The FCPA (US). The American law applies to issuers listed in the US, to the category of domestic concerns, and to anyone who commits a relevant act on American territory, including a transfer through the American banking system. A Romanian company with no presence at all in the US can still fall within its reach through the payment chain.
The current state of play matters: in February 2025, an executive order directed a 180-day pause in FCPA enforcement and a review of the guidelines. On 9 June 2025, the Department of Justice issued new Guidelines for Investigations and Enforcement of the FCPA, which redirect priorities towards: cases linked to national security and to the operations of cartels and transnational criminal organisations, individual accountability rather than corporate, and away from low-value cases or those involving “routine business practices”. Enforcement returned to a normal pace towards the end of 2025, and in February 2026 an American jury handed down a conviction in an international bribery scheme. The conclusion for a Romanian exporter: a relaxation of priorities, not of the law. The text is unchanged, and the limitation period is long.
The UK Bribery Act 2010. The most severe construction. Alongside the classic offences, it contains a distinct corporate offence, failure of a commercial organisation to prevent bribery, which operates in practice as strict liability: the company is liable for a bribe paid by an associated person (agent, distributor, subsidiary, consultant) for its benefit, whether or not it knew about it. The only defence is proof that it had adequate procedures in place to prevent bribery. The Act applies to any organisation that carries on business in the United Kingdom, even only in part.
The practical consequence of all three regimes is the same: you answer for the act of your local agent. A distributor who “sorts out” a permit in an African or Asian market can generate a file for you in three jurisdictions at once. That is why due diligence on third parties is not bureaucracy; it is the only defence that actually works.
The company faces criminal liability, alongside the natural person, under Article 135 of the Criminal Code, for offences committed in carrying out its business activity or in the interest or on behalf of the legal person. The state and public authorities are exempt. The essential point: the liability of the legal person does not exclude that of the natural person who contributed to the same act; the two are cumulative. And management remains separately exposed under the director's liability for employees' acts.
The principal penalty is the fine, applied under the day-fine system: a number of days set according to the gravity of the act, multiplied by an amount corresponding to one day, fixed with regard to the turnover and economic situation of the legal person. The specific limits should be checked against the text in force on the date of the act. But it is the complementary penalties that close a business down: winding up; suspension of the activity or of one of its activities; closure of certain working points; a ban on participating in public procurement procedures; placement under judicial supervision; and the display or publication of the conviction.
And the effect does not stop at the criminal penalty: public procurement legislation provides for the mandatory exclusion of an economic operator with a final conviction for corruption, for a set period calculated from the date the conviction becomes final. For a company that works with the state, this is, in effect, a commercial death sentence, and on EU-funded projects it overlaps with the separate regime for offences relating to European funds.
An anti-corruption programme is not a ground for exemption from punishment under Romanian law. It is, however, relevant to sentencing, it is a substantive defence under the UK Bribery Act, and it is often the only thing that shows an employee's act was not “in the interest of the legal person”.
A policy signed by the director, not a document downloaded from the internet.
By market, by type of counterparty, and by exposed function. Without it, the rest of the programme has no target.
Agents, distributors, consultants, intermediaries: who the beneficial owners are, what they actually deliver, how the commission is justified, and what links they have with decision-makers.
With a right of audit and of immediate termination. A clause without a verification mechanism produces no evidence.
With its own ceilings and a duty to declare, including for hospitality and travel.
Not just good practice but a legal duty: under Legea nr. 361/2022, private entities with at least 50 employees must identify or set up internal reporting channels and related procedures; for those with 50 to 249 employees, the duty became applicable from 17 December 2023. Not having a channel is a regulatory offence, punishable by a fine.
To this must be added training on real scenarios and periodic testing of the programme. The ISO 37001 standard (anti-bribery management systems) offers a certifiable framework for all of this. Certification does not shield you from liability, but it structures the programme and produces dated evidence.
The Criminal Code provides that the bribe-giver is not punished if they report the offence (denunț) before the criminal investigation body has been notified of it (Article 290(3)). A similar mechanism exists for buying influence too. Likewise, the act does not constitute an offence if the bribe-giver was coerced, by any means, by the person who took the bribe.
The timing is strict: the report must come before the criminal investigation body is notified. Not “before I am called in”; before the body is notified, by any means, by anyone. Once the file is opened, the door has closed, and the report remains, at most, a mitigating circumstance.
Self-reporting is a strategic decision with irreversible consequences, commercial, contractual and evidentiary, including for the company and the other employees. It is made with legal assistance, after the file has been analysed, not on the spur of the moment. And the sums paid are returned only in the situations expressly provided by law; otherwise, confiscation and extended confiscation come into play.
The most frequent, and the most effective. If it is not proven that the advantage was given in connection with a specific act within the person's duties, a constituent element of the offence is missing.
Article 308 requires a “duty” within the legal person. A third party with no such duty cannot be a principal offender in bribe-taking.
If the act was brought about by the conduct of an undercover investigator or an informant, going beyond mere passive observation, the evidence thereby obtained is open to challenge.
An express statutory ground for the bribe-giver, but it must be genuine coercion, not the commercial pressure of not wanting to lose a deal.
Through Decizia nr. 1/2025 of the Panel for ruling on appeals in the interest of the law (Monitorul Oficial nr. 326 of 11 April 2025), the High Court held that, for the single offences under Articles 289 to 292 where several statutory forms of conduct occur on different dates, the date of commission, and therefore the moment from which the limitation period runs, is the date the first form of conduct occurred. For schemes spread over several years, this can shift the calculation decisively.
As in any economic case, building the defence starts with what can be proven, not with what sounds good. The presumption of innocence applies in full: the burden of proof lies with the prosecution.
1. The anti-corruption policy and evidence that it was communicated to employees and business partners. 2. The due diligence file for each intermediary, kept up to date. 3. The economic justification for each commission: what was delivered, who checked it, how the fee was set.
4. The gift and hospitality register, with the relevant approvals. 5. Documented refusals; an internal e-mail reporting a request for a “commission” is, later, the best evidence that the company did not accept it. 6. A record of the reports received through the internal channel and of how they were resolved.
Because of Article 308, which extends bribe-taking, bribe-giving, trading in influence and buying influence to persons who perform any duty within any legal person. The protected interest is no longer only the integrity of a public office, but the fairness of decision-making within an organised structure, including a private one. The penalty limits are reduced by one third; the conduct remains an offence.
It can matter, but it depends on the degree. The law provides that the act does not constitute an offence if the bribe-giver was coerced, by any means, by the person who took the bribe; this means genuine coercion, not the commercial pressure of not wanting to lose a deal. The alternative remains self-reporting, made before the criminal investigation body is notified.
Yes, if the act was committed in carrying out the company's business activity, or in the interest of or on behalf of the company. A genuine compliance programme, actually applied and verifiable, is precisely the argument that supports the claim that the act was the employee's, not the legal person's. A programme that exists only on paper does not have this effect.
The single biggest risk in this whole article. Under the UK Bribery Act, the company is liable for a bribe paid by an associated person for its benefit, the only defence being the existence of adequate procedures. Under the FCPA, exposure comes through the payment chain. In Romania, through Article 308 and through the liability of the legal person. A commission “at market rate” with no documented service behind it is, under all three regimes, the standard red flag.
In the private sector, no. Threshold-value rules exist in the regime applicable to public officials and dignitaries, for gifts received at protocol events, and even there they are not a ground excluding the offence. The line is drawn on the link to a specific act, timing, value assessed against context, custom, and, above all, transparency. An internal policy with its own ceiling and a gift register has no force of law, but it does have evidentiary value.
Informative material, updated on 18 July 2026. It does not constitute legal or tax advice; individual situations must be assessed on their own facts, on the evidence in each file. Every person under investigation is 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 corruption cases.
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.