An entrepreneur is one signature away from a restructuring that, on paper, substantially reduces their taxes. The solution comes from the adviser they have used for years. The one question they have not asked themselves is whether someone completely outside the picture would see the same thing. A second opinion, requested before signing, uncovers a reporting obligation that no one had taken into account and an item that would have been reclassified at the first inspection. This is the logic of a tax second opinion: not distrust, but the discipline of independently checking a decision whose stakes justify the check.
A tax second opinion is a second, independent professional opinion, obtained before an important decision, from a specialist who was not involved in proposing the solution. It is not an audit, it is not court-appointed expert evidence (expertiză judiciară), and it does not replace the adviser who manages your business. It is a targeted check, focused on a single question: does the decision I am about to make hold up?
It typically applies to a transaction, a restructuring, a relocation, an uncertain tax treatment, situations where a mistake is not corrected with a corrective return (declarație rectificativă), but costs years and large sums.
The best adviser in the world has two vulnerabilities that neither competence nor good faith can remove. A second opinion separates the roles: the one who proposes remains the one who proposes; the checking is done by someone else, who answers only to the facts.
Whoever built a solution becomes attached to it. They thought it through, defended it, believe it is correct, and precisely because of that they find it hard to see its weaknesses. A fresh eye, with nothing to defend, sees it differently.
Sometimes the person proposing the solution has an interest in its adoption, a fee tied to implementation, a relationship with a provider of structures, a wish not to contradict their earlier recommendation. Not necessarily bad faith, but an incompatibility between the role of proposing and that of checking.
A second opinion is not justified for every decision. It is justified when the stakes are high and the decision is hard to undo. The typical situations:
A tax due diligence shows what latent liabilities, what reclassification risks and what disputes are hidden in the target’s history, risks which, without warranty clauses, pass to the buyer.
Moving the company or one’s residence, a holding company in another jurisdiction, offshore elements, all have pitfalls that cannot be seen from the inside: exit tax, the absence of economic substance, the place of effective management, the tests that apply to an offshore structure.
An “optimistic” position on deductibility, exemption or classification deserves to be tested against an independent reading before it is put into practice, not after three years of returns that ANAF can challenge all at once.
A hasty reply to a compliance notice (notificare de conformare) can lock in a position that is hard to change later. Checking the reply before sending it prevents unnecessary concessions.
Transfer pricing documentation is a position maintained for years. A second opinion on the method and the comparability study is far cheaper than a later adjustment.
A second opinion only has value if it is sought honestly. Seeking a second, third or fourth opinion until one confirms what you already wanted to do is not verification, but “shopping” for favourable opinions, and it backfires. In an inspection, the existence of an opinion that warned you and that you ignored proves exactly the opposite of good faith. If you ask in order to find out, the opinion protects you; if you ask in order to be told you are right, it exposes you.
A clear answer to the question of whether the proposed solution stands up, not “it works well enough”, but whether it holds up to a rigorous reading and a foreseeable inspection.
Ignored reporting obligations, a related treatment that changes, a consequence in another area (VAT, social contributions, dividend tax) that the original solution did not take into account.
Often, the legitimate goal of the decision can be reached by a lower-risk route. A second opinion does not just say “no”, but “not like this, but like that”.
They are often confused, but they have different purposes, and they are complementary. An audit can flag that a major decision is approaching; a second opinion can uncover a problem that justifies an audit.
It scans the company’s entire tax position to identify risk areas before an inspection. It is a full X-ray. It asks: “where are my risks?”.
It checks a single transaction or position, in depth, before it is adopted. It is a second opinion on a specific diagnosis. It asks: “does this decision hold up?”.
A second opinion has value in proportion to the independence of the person giving it. The conditions: independence from whoever proposed the solution, with no connection to its implementation; seniority and specialisation, a senior tax adviser, experienced in exactly the type of issue at hand (international, VAT, transfer pricing, tax-criminal), because a superficial second opinion is more dangerous than none at all; and the willingness to say “no”, whoever cannot contradict you cannot protect you.
The arithmetic is that of any cost-benefit analysis, except that here the check comes before the risk, not after. The cost of a second opinion is a fraction of the value of the decision and, all the more so, of the cost of correcting it once it has become irreversible. The relevant comparison is not “the opinion costs X”, but “how much does a wrong decision worth Y, taken because no one checked it, cost?”. When Y is large, the check pays for itself.
A second opinion touches on sensitive information, and the confidentiality regime depends on who gives it. An opinion given by a lawyer benefits from professional secrecy (Article 11 of Legea nr. 51/1995) and from the protection of lawyer-client correspondence, a solid regime, which matters if the subject has a potential litigation or criminal dimension. An opinion given by a tax adviser is subject to the profession’s duty of confidentiality; the protection is real, but not identical to that of a lawyer’s professional secrecy. For high stakes, a professional who is both a lawyer and a tax adviser can offer the check within the most protected framework.
Beyond guiding the decision, a written opinion proves good faith. The relationship between the taxpayer and the tax authority rests on good faith, which is presumed until proven otherwise (Article 12 of the Tax Procedure Code). On the criminal side, tax evasion requires intent, a purpose of evading tax; a decision taken on the basis of a serious technical opinion supports the absence of that purpose. On the tax side, the penalty for failure to declare (Article 181 of the Tax Procedure Code) is largely objective in character, but it increases where the obligations arise from acts of tax evasion established by the judicial authorities, and documenting good faith matters precisely to keep the situation outside that aggravated area. A written opinion does not guarantee that the position is correct and does not immunise you against an inspection; but it documents that you acted responsibly, the line between a difference of interpretation and an accusation of bad faith.
A professional adviser does not feel offended by an independent check on a major decision, they consider it natural, just as a good doctor does not object to a second opinion before an operation. On the contrary, a refusal to accept an external check where the stakes are high is itself a warning sign. The second opinion does not replace your adviser; it checks a single important decision of theirs.
In their purpose. The preventive audit is general and covers the company’s entire activity, like a full X-ray ahead of a possible inspection. The second opinion is targeted and covers a single decision, checked in depth before it is adopted. The audit asks “where are my risks?”; the second opinion asks “does this decision hold up?”.
It does not immunise you, but it matters. A position adopted on the basis of a documented professional opinion supports good faith, which is presumed in dealings with the tax authority (Article 12 of the Tax Procedure Code). On the criminal side, it supports the absence of intent to evade tax. It does not guarantee that the position is correct, but it moves the discussion out of the area of bad faith and into that of a difference of interpretation.
A specialist independent from whoever proposed the solution, with seniority and specialisation in exactly the type of issue at hand. For stakes with a potential litigation or criminal dimension, a professional who is both a lawyer and a tax adviser can offer the check within the framework that is most protected in terms of confidentiality.
Informative material, updated on 18 July 2026. It does not constitute legal or tax advice; individual situations must be assessed on their own facts.
If you have an inspection under way or have just received a notification, the related analyses are grouped under tax inspection and the review of individuals. For how such matters are handled, see tax assistance.
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.