Joint liability of the director and shareholder for the company's tax obligations. Liability in insolvency. Protection of personal assets. Specialist defence, available internationally.
Florin Hrițuliac, avocat of the Brașov Bar, provides the legal services described on this page. He acts for his own clients. The work is carried out through Cabinet de avocat Mihai Guran. This page is informative.
About the attorney →Many business owners believe that a limited company automatically protects their personal wealth. In fact, tax and insolvency law give the authority and creditors several ways past this screen. Through them, they can reach the personal assets of the director or shareholder.
Joint liability is set out in the Tax Procedure Code. Under certain conditions, it lets the authority hold liable the person who caused the company's state of insolvency. Under the same conditions, it also covers the person who benefited from assets or operations to the detriment of the tax creditor. The recent reform of insolvency law has sharply tightened this regime.
For a director, this completely changes the risk calculation. Take a wrong business decision, a dividend paid without following the rules, an unregularised loan or poorly kept books. These no longer remain the company's problems. They can become a claim enforced against your house, car and personal accounts.
A major legislative development. The reform of insolvency law came into force at the end of 2025. It widened the circle of persons who can be held liable. This now includes those with effective control over financial decisions, not only the de jure director. The reform also created a duty to notify the authority before filing for insolvency. Finally, it provided for lasting professional bans for those found liable.
If you are in one of these cases, it is essential to assess your personal exposure apart from the company's.
The authority can seek to hold the director or shareholder jointly liable for the company's unpaid tax obligations. This applies where that person contributed to the state of insolvency.
Distributions from profit that does not exist, without covering losses or affecting the capital, can attract personal liability. If they led to insolvency, they can also bring the duty to cover the loss.
Loans between shareholder and company that are not repaid and not documented can be reclassified. The director's joint liability can be engaged for the sums that result.
The judicial administrator and the creditors review the decisions of the period before. The 2025 reform widened who can be held liable. It also made the sanctions tougher, including bans on managing companies.
If not corrected in time, the decapitalisation of the company (net assets below half the share capital) is itself a source of liability. It is also a trigger for audits.
Dealings with close persons or firms in the period before financial difficulty get closer scrutiny. They can be grounds for liability.
The defence starts from a basic distinction. A business decision, even a wrong one, is not automatically conduct that attracts personal liability. The difference is made on evidence and context. That is the very ground on which the defence is built.
Rebutting the authority's joint liability decision on its substance. The grounds: the absence of the legal conditions, the lack of a causal link, the absence of bad faith.
Representation in claims based on insolvency law. In these claims, the director is asked to cover the company's liabilities from their own wealth.
Showing that the disputed decisions were management decisions taken in a given context. They were a normal business risk, not conduct that justifies liability.
For those not yet targeted: checking the exposure and fixing risky practices (dividends, loans, capitalisation, documentation) before the problem arises.
The general rule is that the shareholder is liable within the limit of their contribution. The limited company keeps its own assets apart from personal ones. But this separation has major exceptions. They are set out in the Tax Procedure Code and in insolvency law.
Under certain conditions (contribution to insolvency, illegal distributions, bad faith, transactions to the detriment of creditors), liability can be extended to personal wealth. The company screen exists, but it is not absolute. The recent reforms have made it easier to pierce.
Yes. The decision attracting joint liability is an administrative tax act. You can challenge it, first administratively and then in court. Liability does not follow automatically. The authority must prove that the legal conditions are met.
The defence often focuses on three points. First, the absence of a causal link between your conduct and the state of insolvency. Second, the absence of bad faith. Third, the fact that the legal obligations were, in fact, met.
It sharply tightened the liability regime. The changes include a wider circle of persons who can be held liable. Those with effective control over financial decisions are now included. The reform also created a duty to notify the authority before filing for insolvency. It also brought tougher professional sanctions, such as a long ban on being a director.
For any director, understanding these new rules is no longer optional. They change the level of personal exposure in real terms.
It can become so, depending on how it is set up. Take an undocumented loan with no market interest rate and no real capacity or intent to repay. It risks being reclassified as a disguised dividend. It can also be grounds for liability, especially if the company gets into difficulty.
The answer is not necessarily to avoid the loan. It is to structure and document it correctly. A review of the current situation can find and correct exposures before they become a problem.
The period before insolvency is critical for personal liability. The decisions taken now will be reviewed later. This is the very moment when a consultation matters most. It covers which transactions to avoid and which duties to meet. It also covers how to document decisions and which notices are required.
Handling this phase correctly can make the difference between two kinds of insolvency. In one, the consequences are limited to the company. The other pursues your personal wealth for years.
You may already have received a liability decision. Or the company may be heading for difficulty. In either case, assessing personal exposure, separate from the company's, shows what can be defended and what can be protected.