When a director pictures a criminal file, he thinks of tax evasion (evaziune fiscală). He rarely thinks of Legea nr. 31/1990, the “companies register” law, the one with the articles of association and the general meetings. And yet Title VIII of that law contains its own set of offences, still in force, with a special class of offender: the founder, the director, the manager, the legal representative. These are provisions many have forgotten, but they turn up constantly in indictments, usually alongside embezzlement (delapidare), forgery or tax evasion.
These provisions cover exactly the conduct that the Criminal Code does not capture directly. And since 18 December 2025, Legea nr. 239/2025 has added a new layer of prohibitions on top of them, covering money moving between the company and its shareholders. This material explains the mechanisms, offers no guarantees and starts, as any defence analysis should, from the presumption of innocence.
Not everyone can be held liable, only the person who, at the time of the act, held the status required by the provision: a vulnerability for the prosecution and, at the same time, a point for the defence.
Under Article 282¹, no complaint from the company is needed: a referral from the Anti-Fraud Directorate, a liquidator's report or a report from a former partner is enough.
Article 281 provides that, where the acts amount under the Criminal Code to more serious offences, the penalties under the Criminal Code apply instead, the key to the relationship with embezzlement.
Article 271, in its current form, punishes with imprisonment of six months to three years or a fine the founder, director, general manager, manager, member of the supervisory board or of the management board, or legal representative who commits one of the following acts.
Presenting, in bad faith, untrue data in the prospectuses, reports and communications addressed to the public, concerning the incorporation of the company or its economic condition, or concealing, in bad faith, such data.
Presenting, in bad faith, to shareholders or members an inaccurate financial statement, or one containing inaccurate data on the company's economic condition, in order to conceal its true situation.
Refusing to make the necessary documents available to experts, in the cases provided by law, or obstructing them in carrying out their tasks.
In practice: the “dressed up” balance sheet shown to minority shareholders before a negotiation; the optimistic report sent to the bank; concealing a major debt. “Bad faith” is not a moral reproach, it requires knowledge that the data was untrue. A recording error, a debatable accounting policy or an estimate that turned out to be wrong are not, by themselves, an offence. That is where the defence is fought, and the allocation of roles is discussed in the analysis on the director's and the accountant's liability for the financial statements.
NOTE: Do not confuse Article 271 with forgery of documents or with the offences under the Accounting Law. The same documents can be examined simultaneously under several provisions, and the prosecution frequently finds a concurrence of offences. The distinction turns on the legal interest protected and the recipient of the information: Article 271 protects the trust of shareholders and the public in corporate information, not the accuracy of the document as such.
Article 272(1) punishes, with imprisonment of six months to three years or a fine, the same categories of persons, for four acts.
Acquiring, for the company's account, shares at a price plainly higher than their real value, or selling, on the company's behalf, shares at prices plainly lower, in order to obtain a benefit to the company's detriment.
Using, in bad faith, the company's assets or the credit it enjoys, for a purpose contrary to its interests, for personal gain or to favour another company in which the offender has a direct or indirect interest.
Borrowing, in any form, directly or through an intermediary, from the company he manages (or from a company in the same chain of control), above the threshold set by Article 144⁴(3)(a), the lei equivalent of 5,000 euros, cumulative amount due, or causing them to grant him a guarantee for his own debts.
Breaching the provisions of Article 183 on setting up the statutory reserve.
The law also provides two grounds for exclusion: the act under (b) is not an offence if it was carried out as part of treasury operations between the company and other companies it controls or that control it; the act under (c), if carried out by a founder-company borrowing from a company in the same group.
“Misuse of company assets”, what it means in practice. The company car used exclusively for personal purposes, with no contract and no benefit in kind recorded; “consultancy” invoiced by the director's wife's firm, with no real service behind it; a guarantee given by the company for a personal loan; steering a profitable client towards a satellite firm belonging to the director.
The points for the defence are, however, real: the company's interest is not the same as the majority shareholder's interest, nor the same as immediate profit; a risky business decision, taken on the basis of adequate information, is not an offence, Article 144¹(2) expressly enshrines a business judgment rule; and the treasury exception covers a significant part of the intragroup financing that the prosecution sometimes reads as misappropriation.
A major clarification has come here. Through Decizia nr. 108 of 31 March 2025 (published in the Official Gazette (Monitorul Oficial) no. 852 of 17 September 2025), the panel of the High Court of Cassation and Justice (ÎCCJ) for resolving points of law in criminal matters held that the director of a limited-liability company (SRL) cannot be an offender under the offence in Article 272(1)(c).
The reasoning turns on the strict interpretation of criminal law: the provision refers to the threshold in Article 144⁴, an article placed in the chapter dealing with joint-stock companies, while Article 197(4) expressly states that “the provisions on the management of joint-stock companies do not apply to limited-liability companies”. Without a threshold legally applicable to an SRL, the physical element of the offence cannot be made out. The case concerned a sole shareholder and director who had borrowed 100,000 euros from his own company.
NOTE: The decision does not legalise a director's loans from an SRL. It closes only one criminal route. Others remain open: Article 272(1)(b), embezzlement (delapidare) (Article 295 of the Criminal Code), the tax reclassification of the sums as income treated as dividends or salary, civil liability and, since December 2025, administrative fines and joint and several liability for budgetary obligations. A “loan” with no contract, no maturity date, no interest and no genuine intention of repayment can be reclassified, whatever label the accounts give it. The full mechanism is described in the analysis on the director who borrows from his own company.
Article 272¹ carries the harshest penalty in the group, imprisonment of one to five years, and covers two forms of conduct.
The first: spreading false news or using other fraudulent means that have the effect of increasing or decreasing the value of the company's shares, bonds or other securities, in order to obtain a benefit to its detriment.
The second: receiving or paying dividends, in any form, out of fictitious profits or profits that could not be distributed, in the absence of a financial statement or contrary to what it shows.
The second form is the one relevant to SMEs and is the provision that, in effect, protects creditors. Distributing dividends out of non-existent profit, including unregularised quarterly distributions, is not just a tax and civil-law problem, it can be an offence. In insolvency, the liquidator who finds such distributions usually reports the matter to the criminal authorities; the reporting mechanism is described in the analysis on fraudulent bankruptcy (bancrută frauduloăsă).
Article 273, imprisonment of three months to two years or a fine, covers share operations: issuing shares below their legal value or at a price lower than their nominal value, issuing new shares against cash contributions before the earlier shares have been paid up in full, using unsubscribed or undistributed shares at general meetings, granting loans or advances against the company's own shares, failing to comply with the rules on cancelling unpaid shares, issuing bonds without complying with the law. For a standard SRL its relevance is limited; for a joint-stock company raising capital, it is not.
Article 275, imprisonment of one month to one year or a fine, covers the director, general manager, manager, or member of the supervisory board or of the management board who breaches Article 144³ (conflict of interest), fails to convene the general meeting when the law requires it, starts operations in the name of an SRL before the share capital has been paid up in full, issues negotiable instruments representing an SRL's membership interests, or acquires the company's own shares in prohibited cases. The same penalty applies to the shareholder who votes while in a conflict of interest.
Article 276, imprisonment of one month to one year or a fine, punishes the statutory auditor (cenzor) who fails to convene the general meeting when the law requires it.
A note on sources. The penalties and structure of these provisions were amended by Legea nr. 187/2012, with effect from 1 February 2014, and some online databases still display earlier versions, with higher penalties and numbering by points. Always check the consolidated version, together with its history of amendments.
This is the central question, because the stakes are high: Article 272 means six months to three years or a fine, while embezzlement in the mitigated form applicable to the private sector carries significantly higher limits, and, in the form involving particularly serious consequences, higher still.
The difference lies in the conduct. Embezzlement requires the misappropriation, use or trafficking, by the person who manages or administers them, of the company's money or property, a provision applicable to the director of a private company by virtue of Article 308 of the Criminal Code. Article 272(b) requires the use in bad faith of the company's assets or credit, contrary to the company's interest. The overlap is obvious: the same cash withdrawal can be read both as misappropriation and as abusive use.
The mechanism for resolving this is Article 281, which functions as a subsidiarity clause: where definitive misappropriation is proven, embezzlement applies; Article 272 remains for temporary use, for using the company's credit (guarantees, commitments) and for favouring another company, situations without an asset actually being taken out of the estate. So not a concurrence of offences for the same act, but a choice of legal classification.
As of the date of writing, we have not identified a binding ruling of the ÎCCJ that expressly settles the relationship between Article 272(1)(b) and Article 295 of the Criminal Code; practice remains inconsistent, and the argument is built on Article 281 and on the specific physical elements found in the case. For the defence, the distinction means lower limits, the possibility of a fine and a shorter limitation period.
Legea nr. 239/2025 (Monitorul Oficial no. 1160 of 15 December 2025) inserted into Article 67 four new paragraphs, paragraphs (2³) to (2⁶), applicable from 18 December 2025. They are not offences but administrative violations, though with severe financial consequences.
Companies that distribute quarterly dividends cannot grant loans to shareholders, members or other affiliated persons until the differences resulting from dividend distributions made during the year have been regularised.
Companies which, on the basis of their approved annual financial statements, have net assets below half of their subscribed share capital cannot repay shareholders, members or affiliated persons the loans taken from them.
A breach triggers the joint and several liability of the company and the beneficiary shareholder for outstanding budgetary obligations administered by the central tax authority, up to the amount borrowed or repaid, as the case may be.
An administrative violation punished with a fine of 10,000 lei to 200,000 lei, applied by ANAF officers designated by order of the Agency's president. By express derogation, the offender cannot pay half the minimum fine within 15 days.
In parallel, the new Article 69¹ makes the distribution of dividends conditional on covering carried-forward losses and restoring net assets, while Article 153²⁴ was supplemented with an obligation to restore net assets (fine of 10,000 to 200,000 lei) and an obligation to convert shareholder loans into share capital if net assets are not restored within two years (fine of 40,000 to 300,000 lei), both applicable to SRLs as well.
NOTE, the inspection timetable. The law phases in the checks, and ANAF has publicly announced how it will apply them. For the prohibition on repaying loans [Article 67(2⁴)], the Agency announced, in a notice of 13 May 2026, that it will check companies with a statutory deadline for filing financial statements in 2026 and will sanction all repayments made after the date those annual financial statements were approved. The sanctions concerning the restoration of net assets [Article 153²⁴] apply, according to the same notice, from 2027, by reference to the financial statements of the financial year beginning on or after 1 January 2025, with a limitation period of 12 months from the date of the act. The substantive prohibitions, however, have been in force since 18 December 2025, regardless of when the inspection takes place.
The criminal provisions rest on the director's civil-law duties, set out for joint-stock companies in Articles 144¹ to 144⁴: performing the mandate with the prudence and diligence of a good director and with loyalty, in the company's interest (Article 144¹); the conflict-of-interest regime, extended to transactions in which the spouse and relatives up to the fourth degree have an interest (Article 144³); the prohibition on the company lending to its directors (Article 144⁴). For an SRL these provisions do not apply directly, the argument underlying Decizia nr. 108/2025, but the director is still liable on the basis of the mandate and of Articles 72 to 73.
For any transaction with a shareholder, a director or an affiliated company, noting that the interested party abstained from voting.
With a price, a maturity date, interest at market level and guarantees, for any loan, in either direction.
For contracts with affiliated parties: reports, deliverables, correspondence.
What information you had, what alternatives you considered: the evidence for the business judgment rule under Article 144¹(2).
And the regularisation calculation, for any quarterly dividend distribution.
Before any loan repayment to a shareholder, after 18 December 2025.
Documents are drawn up at the time of the transaction, not after being called in for questioning. A document reconstructed later does not help, it opens up a discussion about forgery.
If the matter involves a criminal complaint or an open file, the related analyses are grouped under economic criminal law. For how such charges are handled, see company-law offences defence.
This is the most common, and the most costly, confusion. The company has separate legal personality and its own estate, which the law protects even against the shareholder, precisely because creditors, including the state budget, are paid out of it. Being the sole shareholder does not make you the owner of the company's bank accounts; it gives you the right to dividends, on the terms set by law, and to a share of the net assets on liquidation. Nothing else.
If the accusation is exclusively under Article 272(1)(c) and the company is an SRL, the decision is binding on the courts from its publication in Monitorul Oficial and supports an acquittal for lack of the status required by the offence. If other classifications are also pursued in the file, embezzlement, Article 272(b), tax evasion, the decision does not touch them. The analysis remains strictly individual, and the outcome cannot be guaranteed.
Yes. Criminal liability is personal and survives the company's disappearance. Statistically, insolvency and liquidation are the main source of referrals under these provisions.
Ask for access to the file and consult a lawyer before your first statement. Check, in order: whether you held the status required by the provision at the time of the act; whether there is evidence of bad faith or only accounting findings; whether the transaction falls under the intragroup treasury exception; whether the correct classification is Article 272 or a more serious provision; the limitation period. Do not reconstruct documents and do not “correct” the accounts in the meantime.
Informational material, updated on 18 July 2026. It does not constitute legal or tax advice; individual situations must be analysed specifically, on the evidence in each file. No statement in this material amounts to a promise of a result.
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.