An architect signs off on a design. Four years later, a structural problem causes a loss of several hundred thousand euros. His professional liability policy, taken out at the legal minimum because “that is how it is done”, covers only a fraction. The rest is recovered from his personal estate: his flat, his savings, everything that is not declared exempt from enforcement. It makes no difference that he works through an office with legal personality: the professional act was his.
This is the particular feature that changes the asset protection equation for liberal professions: the form in which the practice is organised structures the business, but it does not stop your professional act from remaining yours. It is no accident that professional civil liability insurance is compulsory precisely because exposure to one’s own act remains, by its nature, personal. This is not a gap in Romanian law but a choice common to every legal system: professions practised on the strength of public trust carry personal liability.
An entrepreneur who gets a business decision wrong loses the company’s capital. A professional who gets a professional act wrong is liable himself, because liability does not flow from being an associate but from personally practising the profession. The professional company can be liable alongside you, not instead of you. From this follows a consequence many people discover too late: for the professions, asset protection is not achieved through a corporate structure, but through insurance, the matrimonial property regime, separating assets, and the quality of the paper trail for the act. In that order.
There is another feature, just as important: latency. Professional risk does not surface on the date of the act, but years later. A design defect appears in the third winter; a misdiagnosis turns into litigation once the consequence has taken hold; a tax opinion turns into a loss only when the inspection arrives four years on. At any given moment, a professional carries a latent liability generated by everything he has signed over the last decade, and that liability appears in no financial statement. This is exactly why his protection has to be built in advance: by the time the risk becomes visible, the act that generated it is already years old.
For lawyers, Article 5 of Legea nr. 51/1995, on the organisation of the legal profession, provides for four forms: individual practices (cabinete individuale), associated practices (cabinete asociate), civil professional companies (societăți civile profesionale), and professional limited liability companies (societăți profesionale cu răspundere limitată, The SPRL). The same logic is found, with variations, for notaries, bailiffs, insolvency practitioners, chartered accountants and auditors.
It separates nothing. The professional estate and the personal estate belong to the same person; the distinction is made only through the division of the patrimony.
The rights and obligations of the practitioners keep their personal character. The association concerns practising jointly, not liability.
It is formed by two or more fully qualified lawyers; the liability regime of the associates is that of an ordinary civil partnership, so it does not offer the limitation the name might suggest.
The company is liable with its own assets, and the associates are personally liable up to the amount of each one’s contribution. The law further provides that a lawyer who practises through an The SPRL engages his professional liability within the limits of the subscribed and paid-up share capital.
This latter limitation organises liability in the relationships within and around the company; it does not remove the obligation to carry professional civil liability insurance, imposed precisely because the professional act remains attributed to its author, and it does not turn the form of practice into a shield against the consequences of a professional error towards the client. The exact relationship between this statutory limitation and the principle of personal liability for the professional act remains a debated question. The correct takeaway: the form of practice organises the business, not liability for the act.
For the liberal professional, this is the first line of defence for his estate, and the most neglected one. The minimum thresholds are not a benchmark of real exposure: for lawyers, the insurance obligation is set out in Legea nr. 51/1995, with minimum limits fixed by the profession’s Statute; for medical staff, the minimum limits were fixed by order of the Minister of Health, differentiated by specialty. What can be said without reservation is the relationship between these minimums and reality: a threshold calibrated years ago bears no relation to the loss that an error can produce today in a structural design, a surgical procedure, or a tax opinion on a transaction worth several million. The legal minimum is the condition for practising, not the measure of the risk.
Insurance covers fault, mistake, negligence, omission. It does not cover an intentional act: a professional who knowingly takes part in a fraudulent scheme does not have insurance, he has a case file.
It covers acts committed during the period of cover, regardless of when the claim is made.
It covers claims made during the period of cover, provided the act falls within the agreed retroactive period. An error from 2021 claimed in 2026 is covered only if you have a valid policy in 2026 and the retroactive date covers 2021.
A one year gap between claims-made policies leaves acts from that interval uncovered for good. When the activity ends, the whole past remains exposed unless an extended reporting period is expressly purchased.
Three questions to put to the insurer, in writing: what type of policy it is; what the retroactive date is; and what extended reporting period exists after the activity ends, and how much it costs.
The Civil Code allows the division of the patrimony: Article 31 recognises patrimonial pools and assets allocated to an activity (patrimonii de afectațiune), while Article 33 governs the individual professional patrimony, set up through an instrument executed in the form and with the publicity required by law.
The effect on creditors is governed by Article 2324 of the Civil Code, and the difference between the paragraphs is essential. Paragraph (3), the general rule: creditors whose claims arose in connection with a particular pool of assets pursue the assets in that pool first, and if they are not sufficient, may also pursue the other assets. Paragraph (4), the special rule for professions: assets allocated to practising a profession authorised by law can be pursued only by creditors whose claims arose in connection with that profession, and those creditors cannot pursue the debtor’s other assets.
Read on its own, paragraph (4) looks like perfect protection. The reality is more complicated. For the PFA (persoană fizică autorizată), the authorised sole-trader form, Article 20 of OUG nr. 44/2008 provides that the holder is liable with the assets allocated to the activity (patrimoniul de afectațiune), and that if these are not sufficient, the other assets may also be pursued, the opposite solution. The tension between the two texts is real, has been debated in legal writing, and has reached the supreme court, without the discussion being settled by a single, uncontested answer.
On the tax side, the discussion is closed abruptly: as regards tax obligations, an individual who practises a liberal profession is liable with the assets in the patrimony allocated to the activity, and if these are not sufficient to recover the tax claims, the other assets can also be pursued. The same logic is found in Article 23 of the Tax Procedure Code, on assuming a tax obligation. For the PFA and for the liberal professional, there is, for tax purposes, no dividing wall between the activity and the person, only an order in which the assets are pursued.
NOTE: The division of the professional patrimony works as an order of enforcement, not as a wall. The constitutive declaration does not withdraw personal assets from the tax creditor’s general charge and does not prevent them from being pursued as a secondary recourse. And setting it up or amending it after a concrete risk has appeared (a complaint filed, an inspection started, a loss produced) is a transaction like any other: open to challenge through the Paulian action, all the more visible for being public and dated. As everywhere else, the only thing that works is anticipation.
For the liberal professional, the matrimonial property regime is probably the best protection investment per leu spent. Choosing separation of property or a contractual community regime, done in good time, determines what part of the family’s estate stays outside enforcement for one spouse’s professional debts. It is cheap, transparent, has an obvious economic purpose, and does not depend on any artificial structure. It is also the most often ignored tool, for reasons that have nothing to do with law.
Holding the professional premises through a separate vehicle, which leases them to the practice under a contract at a real rent, is legitimate, provided the arrangement is genuine: rent at market rate, invoiced, collected, declared. It hides nothing and needs to hide nothing; it merely separates the asset from the risk of the professional act. As with any structure, what matters is timing and substance, not form.
Article 11 of Legea nr. 51/1995 requires a lawyer to keep professional secrecy regarding any aspect of the matter entrusted to him, except in cases expressly provided by law. Professional documents held by the lawyer or in the practice’s offices are inviolable, and a search may be carried out only by a prosecutor, under a lawfully issued warrant.
During a tax inspection, a lawyer remains a taxpayer like any other and owes the tax authority his own documents: invoices, legal assistance agreements, registers. What he does not owe is the substance of the defence. In practice, the balance is achieved by partially or fully anonymising data that would disclose protected matters, and by exercising the right to be assisted, during the inspection, by a counsel appointed by the president of the bar. Pressure on this balance comes from the anti-money laundering legislation, which makes a lawyer a reporting entity for certain transactions; the tension between that obligation and the privilege of confidentiality remains one of the profession’s open debates.
Matched to real exposure, not to the legal minimum, with the type of policy, the retroactive date, and the extended reporting period checked in writing.
Chosen in good time, not after the first claim.
From the exposed estate, through genuine, documented transactions.
The complete file, the written opinion, warnings put on record, the client’s refusals noted down. In a liability dispute, a document contemporaneous with the act is worth more than any defence built afterwards.
The order is not accidental: the first two cost little and cover a great deal; the last one costs nothing and decides most cases.
The form of practice limits liability for the company’s obligations, and the law provides that a lawyer in an The SPRL engages his professional liability within the limits of the subscribed and paid-up share capital. This does not, however, remove the obligation to carry professional civil liability insurance, and it does not turn the form of practice into a shield towards the client: the professional act remains, by its nature, attributed to its author, and the exact relationship between this limitation and the principle of personal liability remains a debated question.
Only if it is a claims-made policy with a retroactive date before 2020, or if you had an occurrence policy in 2020. If you had an uninsured gap in between, acts from that interval may remain permanently uncovered. This is exactly the check that almost no one makes before signing the renewal.
No. In tax matters, if the assets in the patrimony allocated to the activity are not sufficient to recover the claims, the other assets can also be pursued. The division determines the order of enforcement, not immunity.
The tax authority can ask you for the documents concerning your own tax situation: legal assistance agreements, invoices, records. The substance of the defence remains protected by professional secrecy (Article 11 of Legea nr. 51/1995), and in practice this is handled by anonymising data and by the assistance of a counsel appointed by the bar. An outright refusal to produce any document at all is not a position the law supports.
This article is strictly informative and does not constitute legal or tax advice. Individual situations must be assessed on their own facts. Legislation as at 18 July 2026.
If the activity exposes personal assets, the related analyses are grouped under the asset protection analyses. For how the work is done, see asset protection.
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.