The Romanian limited-liability company (SRL) does not put personal wealth beyond every business risk. "Limited liability" means a company creditor cannot reach your assets automatically. It does not mean your estate is untouchable: four well-regulated breaches — fiscal joint liability, insolvency liability, personal guarantees and criminal precautionary measures — carry business risk straight to the individual.
The rule exists and is real: the limited-liability company (SRL) has legal personality and an estate of its own, distinct from that of its members. For the company's obligations the company answers, with its assets; the member answers within the limit of the contribution to the share capital. The problem is not the rule — it is the reading of it.
"Limited liability" means that a company creditor cannot turn automatically against your personal wealth merely because the company does not pay. It does not mean personal wealth is beyond any risk generated by the business. Between these two statements lies a distance that hundreds of entrepreneurs travel, year after year — usually at the worst possible moment.
The reason is simple: asset separation is a principle, and the principle has exceptions. The exceptions are not marginal. There are four, they are well-regulated, and together they cover almost every scenario in which a business goes wrong. I treat them one by one below — because each has its own logic, its own conditions and, crucially, its own real limits of what can, ultimately, be seized.
These are not exotic scenarios. They are the ordinary mechanisms by which a company debt becomes a debt of the person behind it.
Through arts. 25-26 of the Fiscal Procedure Code, the tax authority may establish, by its own decision, that the director or the member is jointly liable with the company for the tax debt — the State can pursue the entire sum directly against you. The element that decides everything is bad faith: this is not strict liability, and mere non-payment does not attract it. I set out the mechanism and the defences in the analysis on fiscal joint liability.
Through art. 169 of Law no. 85/2014, the syndic judge may order that part or all of the liabilities be borne by those who contributed to the insolvency, for defined acts. Through Law no. 239/2025 (in force from 18 December 2025), the scope was expressly extended to any person who exercises control over decisions, regardless of the formal capacity held. See the full map of the director's liability.
The most frequent breach — and the most ignored. It does not come from the law, but from your signature: the suretyship for the company's credit, the avalised promissory note, the mortgage on the family home, the comfort letter that turns out to be a firm obligation. Here there is no more discussion of bad faith or evidence, only a contract that is enforced as such. Three pages signed at the bank lose most houses.
In an economic-crime file, the prosecutor may impose precautionary measures over personal assets (arts. 249-256 of the Code of Criminal Procedure), without waiting for a conviction: accounts frozen, real estate blocked. To this is added extended confiscation (art. 112-1 of the Criminal Code), whose scope widened after the removal of the exhaustive list of offences: the current criterion turns on a material benefit and a statutory penalty of 4 years or more.
Five rules form its core. None requires a scheme — all require consistency, contemporaneous documentation and legal common sense applied day by day.
1. Do not mix the accounts. The company's account is not your account. Every transfer to the individual must have an identifiable legal basis: a dividend distributed according to law, salary, director's remuneration, loan repayment, a documented expense claim. "I took out and put back" is not a basis — it is the description of a problem.
2. Do not use the company's assets as if they were yours. The car, the property, the company card — each undocumented private use produces simultaneously a tax risk (reclassification, taxation) and a liability risk: art. 169 lit. a targets those who "used the assets or credit of the legal person for their own benefit".
3. Document contemporaneously, not retroactively. A loan contract drawn up on the day the audit notice arrived has the evidential value of a declaration of intent. The same contract, concluded on the real date of the operation and reflected in the accounts, is evidence. The difference between the two is often the difference between a civil file and a criminal one.
4. Do not sign personal guarantees reflexively. Negotiate. Ask for the guarantee to be capped, in amount and in duration. Ask for security over the company's assets instead of personal ones. Refuse the mortgage on the family home as a negotiating position, not as a preference. Sometimes it is not possible — but almost always more is possible than you accept at first.
5. Capitalise the company correctly. A thinly capitalised company, permanently financed through shareholder loans, is legally fragile. Law no. 239/2025 intervened directly here: companies whose net assets have fallen below half the subscribed share capital may no longer repay loans taken from shareholders or members, and breach attracts the joint liability of the company and of the beneficiary member for outstanding budgetary obligations, up to the sums repaid (art. 67 of Law no. 31/1990). Details in the analysis on shareholder loans.
NOTE — this is where the red line of this cluster runs. Legitimate asset protection means structuring in advance, transparently, with a real economic purpose, done when there is no concrete risk on the horizon. A transfer made in the face of a concrete risk — an audit started, a debt fallen due, litigation begun, a notice received — is something else.
In civil terms, it may be declared unenforceable against the creditor through the actio pauliana (arts. 1562-1565 of the Civil Code); if made in fraud of creditors, it may attract criminal liability under art. 239 of the Criminal Code (breach of trust by defrauding creditors), and in insolvency it may become fraudulent bankruptcy (art. 241 of the Criminal Code). We do not sell schemes. A transfer made two years earlier, at a real price, actually paid and documented, is planning. The same transfer, made two months after the audit notice, is evidence against you.
With no risk on the horizon, the legal protection instruments are real. All of them share one condition, however: they must have economic substance, not just papers.
The property does not sit in the company that contracts, hires and litigates. A distinct holding vehicle, with a market rent and a real contract, is an ordinary and defensible structure — provided it has economic substance.
The separation-of-property agreement is probably the most underused instrument in Romanian law. It has a hard condition, however: enforceability against third parties depends on publicity, and prior creditors are not affected by a later change.
Directors' and officers' liability insurance typically covers loss from culpable management acts and defence costs — but excludes, just as typically, intentional acts, fines and tax penalties.
Useful for consolidation, succession and reinvestment. It is not a shield against personal liability for one's own acts and has no effect on guarantees already signed. See the structure of the family holding.
What can no longer be done, once the risk is concrete: transfers to relatives, sales at token prices, changing the matrimonial regime with the claim on the table, moving assets into a new company with the same people. All are visible, all are reconstructable and all turn a money problem into a liberty problem.
Remember this, if you remember nothing else. The instruments described above work because they are old. Age, consistency and economic substance are what make them defensible. A structure built in the years when the business was doing well, with a declared and consistent purpose, withstands scrutiny. The same structure, built in the month the audit arrived, not only fails to protect — it is evidence.
The window of opportunity for asset planning closes at exactly the moment you need it. That is the irony of my profession and the reason the correct conversation happens years in advance, not weeks. I have devoted a whole analysis to the border between what is lawful and what is fraud before an audit.
Yes, in four situations: if you gave a personal guarantee (mortgage, suretyship, aval) — the most frequent case; if fiscal joint liability is attracted under arts. 25-26 of the Fiscal Procedure Code; if insolvency liability is attracted under art. 169 of Law no. 85/2014; if you are under criminal investigation and precautionary measures are ordered, followed by confiscation or damages. Outside these situations, the principle of asset separation operates.
It depends solely on when and why. A transfer made in a period of normality, with a real cause and correctly documented, is an ordinary civil act. A transfer made after a concrete risk arises — a debt fallen due, an audit started, litigation begun — is attackable through the actio pauliana and can fall within art. 239 of the Criminal Code. It is not the form of the act that decides, but the context in which it was made.
You cannot cancel them unilaterally, and you cannot avoid them by transferring assets — that would worsen the situation. What can be done: renegotiation with the creditor (limitation, capping, replacement with security over the company's assets), verification of the validity and extent of the guarantee, analysis of unfair terms where relevant and, at maturity, negotiation of a restructuring. It is lawyer's work, not structuring.
When the business is doing well and there is no identifiable risk. In practice: at incorporation, at the first significant growth, at the first credit line, at marriage, at the first major real-estate acquisition. Each of these moments is an occasion to choose correctly. The moment when you can no longer start is the moment you call because something has arrived in the post.
Informational material, updated 18 July 2026. It does not constitute legal or tax advice; individual situations must be analysed case by case. Legislative position reflected: 18 July 2026.
An initial review maps the four breaches against your situation, tests which instruments are still open, and separates what is legitimate planning from what would become evidence — while the window is still open.