The director (administrator) explains to the prosecutor that he does not understand accounting and signed whatever was put in front of him. The accountant explains, the same day, that he merely recorded the documents he received and had no way of checking whether the goods physically existed. Each states a partial truth, and a partial truth is not a ground for acquittal. In practice, both often remain in the file, alongside the company and, sometimes, the member who never signed anything.
The text that structures the discussion is Article 10 of Legea nr. 82/1991, the Accounting Law, which distributes liability across three levels.
This falls to the director, the authorising officer, or another person with a duty to manage the entity, under Article 10(1). It is a systemic duty: the company keeps accounts, is given real and complete documents, and there is control over the flow of information.
Incorrect application of the accounting rules falls to the finance director, the chief accountant or another authorised person, together with their subordinate staff, under Article 10(4).
Where the accounts are kept under a services contract with persons authorised by law and members of CECCAR, the Body of Expert and Licensed Accountants of Romania, responsibility for keeping them falls to those persons, in accordance with the law and the terms of the contract.
This nuance decides many cases: outsourcing does not release the director from liability. He remains responsible for the organisation of the accounts; the service provider takes over their keeping, within the limits of the contract. These are two different things, and confusion between them produces most of the defences that fail.
Note: Liability under Legea nr. 82/1991 is not criminal liability; it is the reference framework that sets out who had which duty. Criminal liability for tax evasion (evaziune fiscală) is established separately, under Legea nr. 241/2005, and always requires proof of the subjective element: intent, namely the purpose of evasion. The fact that someone „had the legal duty” does not automatically make them a defendant. And conversely: the fact that someone did not appear in any document does not automatically take them out of the case.
The director registered with the trade registry (registrul comerțului) is the first person called on to give explanations, and his position is difficult for three reasons.
First: he has, by law, the duty to organise the accounts. Claiming that he did not understand what he was signing places him, at best, in the territory of negligence in his own duties, which does not spare him from tax liability.
Second: the forms of the tax evasion offence under Article 9 of Legea nr. 241/2005 are committed with intent, and the purpose of evading tax is a constituent element. This is where the real room for defence lies: not knowing that a transaction was fictitious, if credible and supported by evidence, removes the subjective element. Not knowing accounting does not.
Third: the prosecution does not have to prove that the director personally worked in the accounting software, only that he decided, coordinated or approved the transactions: the signature on returns, the instructions given to the accountant, the contracts signed, the payments approved.
What works as a defence is the traceability of the decision: documents contemporaneous with the facts showing that the transaction was proposed and carried out by someone else, that you relied on reasonable checks, that you asked for clarification and received it. In a system where e-Factura and SAF-T become evidence in criminal cases, the electronic trail of the decision is worth more than any statement made afterwards.
The de facto director (administratorul de fapt) actually runs the company, although he does not appear in any document. This is the most exposed position: it has no protection from formal appearance, and precisely because it has no cover in the paperwork, the person's conduct is read as evidence of an intent to conceal. The High Court of Cassation and Justice (ÎCCJ) has held that the offence under Article 9(1)(c) of Legea nr. 241/2005 can be committed not only by the de jure director (administratorul de drept), but also by the de facto director, since the law does not make the existence of the offence conditional on any particular formal status of the offender.
Who had signing rights, who ordered payments, who withdrew cash. The best evidence: objective and dated.
Instructions given to the accountant, employees, business partners. It stays on servers and on phones, and the criminal investigation in tax cases frequently begins with their seizure.
Employees, customers, suppliers, the accountant himself: who gave the orders, who people reported to.
Negotiation and signature, including at the pre-contractual stage: who conducted the discussions and who decided the terms.
Who attended the inspection, who gave explanations to the inspectors, who signed the explanatory notes.
Access to the company stamp, to the accounting software, to the primary documents. The test used in case law: whether the person actually exercised most of the functions of the management body. One isolated element is not enough; their convergence is.
The member (asociat) who merely holds shares and does not get involved in management does not, as a rule, answer either criminally or fiscally for the company's acts; liability limited to the capital contribution is the very rationale of the SRL (societate cu răspundere limitată), the limited-liability company. Three situations nonetheless bring him into the discussion: when he actually manages the company, making him a de facto director, with all the consequences set out above; when he takes part in the act as an instigator or accomplice, deciding in the general meeting on a transaction he knows to be fictitious, or procuring the documents; and when the conditions for joint and several tax liability or for insolvency liability are met.
Simply being a member does not, by itself, produce any of these consequences, a point worth making, because in practice members sometimes receive summonses that frighten them without any real basis.
For accountants, this is the only question that matters. Complicity (Article 48 of the Criminal Code, read together with Article 9 of Legea nr. 241/2005) requires the person to have facilitated or assisted the offence with intent. And „with intent” means something precise here: knowledge that the transaction was fictitious, or accepting that possibility.
From this follows the conclusion that ought to be repeated in every indictment: merely recording an invoice received from the director does not amount to complicity in tax evasion. An accountant who receives a document that appears lawful, records it in accordance with the applicable rules and has no means of verifying the economic reality behind it, is acting within the normal exercise of the profession. The courts have held that merely keeping the accounts of a company through which tax evasion was committed cannot, by itself, be treated as an act carried out for the purpose of evading tax.
What crosses this line: the accountant who draws up false documents himself; who procures suppliers of fictitious invoices; who builds the scheme; who directly knows that the transaction lacks substance, a pattern frequent in VAT carousel fraud cases. A more delicate scenario: obvious warning signs ignored systematically, suppliers with no employees, round and repetitive invoices, goods that do not appear in stock, cash payments with no economic logic. Here the discussion shifts to indirect intent, and it does, indeed, become difficult.
The accounting services contract as a defence, and its limits. Article 10 of Legea nr. 82/1991 gives it weight: liability for keeping the accounts falls to the service provider „in accordance with the law and the terms of the contract”. The contract matters in practice, but only if it actually says something: what documents the client hands over and by what deadline; that the provider records them on the basis of the documents received, without any duty to verify the underlying economic reality; who is responsible for the reality of the transactions; the procedure for flagging non-conformities. The limit, however, has to be stated plainly: „I recorded what I was given” is a defence against contractual and professional liability, not an automatic shield from criminal liability. No contract covers taking part in acts known to be unlawful; if the evidence shows that the provider knew, the clause becomes irrelevant and can even be read as an element of concealment.
The duty to refuse and to flag. The professional rules impose a duty that is, in practice, also the best defence: the accountant must refuse to record documents that are plainly false and must flag non-conformities in writing. A verbal refusal does not exist for evidential purposes. A saved e-mail in which you flag a problematic invoice is the evidence that separates you from the case. Continuing the working relationship after a refusal has been ignored is, in turn, a decision that will be examined.
The disciplinary level. CECCAR members have, alongside criminal and civil liability, a third level of liability: disciplinary liability, exercised by the professional body under OG nr. 65/1994, with sanctions ranging from a written warning to suspension of the right to practise the profession for a period of 3 months to 1 year and, at the extreme, a ban on practising the profession; the breaches to which it applies are set out in the Organisation and Operating Regulations. This is an autonomous form of liability and can apply even where the criminal case is discontinued, since professional standards are stricter than the threshold for criminal liability.
The person who agrees to appear as director for someone else, for a modest sum or out of friendship, is one of the saddest categories of persons under investigation.
The risk for the person who signs is total and immediate: he is the de jure director, with all the duties that follow. He will be the first person questioned, the first named in the joint and several liability decision, the first subject to enforced recovery. „I was just a name” is, legally, an admission that he failed to perform his statutory duties.
The risk for the person behind him is slower, but more serious: he is the de facto director. When investigators get there, and they do get there, through bank accounts and correspondence, his position is worse than if he had appeared officially from the start, because the very fact of using a nominee is read as evidence of intent to evade.
The company answers too, but not in anyone's place. A legal person incurs criminal liability for offences committed in carrying out its object of activity or in its interest or in its name, and its liability does not exclude that of the individuals who took part in the same act. There is no transfer: the guilt is not „moved” onto the company, it is added on top. The consequences for the company are the criminal fine and the ancillary penalties, dissolution, suspension of activity, a ban on taking part in public procurement, some of them commercially lethal.
The part that many directors discover late: this can happen without any criminal case at all. Article 25 of the Tax Procedure Code provides that, for the outstanding liabilities of a debtor declared insolvent, joint and several liability falls on, among others: those who acquired in bad faith assets that caused the insolvency; directors who concealed or disposed of assets; directors who failed to apply for insolvency proceedings although they had a statutory duty to do so; directors who, in bad faith, caused the non-declaration or non-payment by the due date of tax liabilities.
Not a presumption. It must be proved by the tax authority, not inferred from the mere existence of the debt. The case law also accepts indirect intent, but requires evidence.
Declaring the debtor insolvent is a procedural condition; its absence vitiates the decision imposing liability.
This must be genuinely secured before the decision is issued: access to the file, objections, documents. A frequent and effective ground of nullity.
45 days from communication, on pain of forfeiture: an administrative appeal (contestație), then judicial review proceedings. When the amount exceeds any capacity to pay, the reasoning set out in the analysis on an inspection that ends with a sum impossible to pay applies.
Two related consequences, often overlooked: the tax authority can order precautionary measures, garnishment (poprire) or precautionary seizure (sechestru asigurător), including before the tax claim is even issued and in the context of imposing joint and several liability, in the exceptional cases under Article 213 of the Tax Procedure Code; and joint and several liability is entered in the tax record (cazier fiscal) once the decision becomes final. Where there is also a criminal case, the precautionary seizure ordered in the criminal proceedings is layered on top, with its own rules and its own means of challenge.
The third front: insolvency. Article 169 of Legea nr. 85/2014 allows the personal financial liability of the management bodies to be imposed for acts that contributed to the insolvency. Two limbs matter in particular. Point (c), ordering, for personal gain, the continuation of an activity that was plainly leading the company to a cessation of payments; the claimant must show specifically what acts were carried out for personal gain, generic wording does not pass muster. Point (d), fictitious accounting, the disappearance of accounting records or a failure to keep accounts as required by law; here, maximum caution: where the documents are not handed over to the judicial administrator or liquidator, fault and causation are presumed. This is the only serious presumption in this area, and the only defence against it is documentary: a signed and dated handover report (proces-verbal de predare-primire).
A more subtle line of defence, debated in legal writing: the overlap between liability under Article 169 and the joint and several liability decision issued by the tax authority for the same acts, seen from the perspective of the non bis in idem rule and the risk of the same claim being recovered twice. Where both mechanisms are set in motion for the same loss, the point must be raised explicitly.
You are liable for the organisation of the accounts (Article 10(1) of Legea nr. 82/1991); the accounting firm is liable for keeping them, in accordance with the law and the contract. Outsourcing does not transfer to you the liability for the reality of the transactions and of the documents you hand over. Criminally, however, intent still has to be proved: if you did not know that the transaction was fictitious and had no reasonable grounds to suspect it, the subjective element is missing.
No. It has to be proved that he knew the transactions were fictitious, or that he accepted that possibility. Merely recording a document that appears lawful, within the normal exercise of the profession, does not amount to complicity. What changes the position is active involvement, drawing up false documents, procuring suppliers of invoices, building the scheme, or systematically ignoring obvious warning signs.
Yes. That is exactly what Articles 25 to 26 of the Tax Procedure Code allow, through the decision imposing joint and several liability, conditional on the debtor having first been declared insolvent and on bad faith being proved. This is an administrative procedure, independent of any criminal case; it must be challenged within 45 days of communication, on pain of forfeiture. Separately, Article 169 of Legea nr. 85/2014 allows liability to be imposed in insolvency proceedings.
It is the worst possible combination: you have all the statutory duties and none of the means to perform them. You are the de jure director, the first person to be questioned and the first targeted by tax liability. The fact that you did nothing does not protect you: that is exactly what you are being blamed for. The first step is formally resigning the mandate and registering that resignation; the second, consulting a lawyer before any questioning. What comes next, in the defence in a tax evasion case.
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 such charges are handled, see director's and shareholder's liability.
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.