If your Romanian subsidiary pays the parent each year for "group management and support services", one inspector question decides the deduction: "what, concretely, did you receive for this money?" If the answer stops at the contract and the invoice, the expense is rejected as non-deductible. This is the classic trap of intra-group services: not the price, but the very existence of the benefit.
Unlike goods, which can be seen and counted, a management service is immaterial. It has no stock, no dimensions, leaves no physical trace. This immaterial nature makes it vulnerable: easy to invoice and hard to prove. A group can "allocate" a share of central costs to the subsidiary through a simple allocation key, without the subsidiary being able to show, when needed, what it actually received. The inspector starts precisely here — not from the price, but from the substance: did the service exist? did it benefit the subsidiary? would an independent company have bought it?
When the answers are missing, rejection of the expense is almost automatic, and the amount can be large, because management fees are recurring and accumulate across all the years audited. There is a procedural reason too: being an expense, rejecting it does not require the tax authority to reconstruct a complicated arm's length price, only to find that the benefit was not proven — a far smaller effort than a classic margin adjustment, and therefore preferred. Note that in Romania ANAF (the Romanian tax authority) applies the OECD test faithfully.
The OECD Guidelines (Chapter VII, on intra-group services) impose a two-step test, which the Romanian tax authority applies faithfully. Both steps must be passed — not just one.
Was the service actually provided and did it bring a real economic advantage to the subsidiary? The counterfactual test: would an independent party, in comparable circumstances, have paid for this service — or performed it in-house? If no independent party would have paid, the expense is not deductible, regardless of the price.
Only after the service passes the benefit test does the question of price arise: does the remuneration respect the arm's length value? Here the methods come in — usually cost plus or TNMM. A "correct" price for a service without a benefit remains a non-deductible expense.
Order matters: the inspection often wins on the first test, not the second. The comparables for the price of services are documented in the comparability study; the same arm's length logic is found in intra-group interest.
Three questions separate a deductible service from one that is not:
A service that produces no identifiable economic advantage for the subsidiary is not deductible.
If the subsidiary already has the function in-house (its own legal department, its own accounting), paying the group for the same thing is, in principle, non-deductible — except in justified, temporary situations.
This is the most important chapter and the one most often invoked by ANAF.
Certain parent-company activities serve its interest as a shareholder, not the subsidiary's needs. The OECD calls them shareholder activities and excludes them from invoicing to subsidiaries: their cost must stay at parent-company level. Typical examples: organising the general meetings of the group's shareholders; the issuance of the parent's shares and its listing; managing purely capital investments (holding the participations as such); the costs of group governance and reporting that flow from the status of shareholder.
The logic: these activities benefit the owner, not the subsidiary. An independent shareholder would not invoice its company the cost of its own general meeting. Invoicing them to the subsidiary — disguised as a "management fee" — is one of the most frequent causes of rejection. The link with the holding company is direct: a parent that does nothing but hold participations and invoice "services" without real substance has a shareholder profile, not a provider's — a subject treated in the article on the Romanian or foreign holding.
The OECD also provides a simplified regime for low value-adding intra-group services — administrative support that is not part of the core business, does not create unique intangibles and does not involve significant risks (routine accounting, HR, support IT). For these, the simplified approach allows a standard mark-up applied to costs, without a comparability study. Whether and under what conditions it applies in Romania under the 2026 framework is checked against the official text and the ANAF guidance; even in the simplified regime, the benefit test remains mandatory.
A management-fee file that withstands an audit contains, in essence, proof that the service existed, was useful and was correctly priced:
A services agreement, with a concrete description of the services — not generic formulas such as "managerial assistance".
Reports, deliverables, emails and correspondence, minutes, presentations, hours spent, people involved — the real traces of the activity.
The cost base and the allocation criterion (turnover, number of employees, assets), with the logic of the key justified.
In what way the service maintained or improved the subsidiary's business; plus the method (cost plus / TNMM), the cost base, the mark-up and, where applicable, the comparables.
The document that saves the deduction is not the contract, but the proof of provision. A contract without deliverables is exactly what the inspection looks for. The obligation to document intra-group services fits within the transfer-pricing file.
The most dangerous illusion is that a contract and an invoice "cover" the management fee. They do not. At audit, the burden of proving the reality and usefulness of the service rests on the party that deducted the expense. Without deliverables, correspondence and a rational allocation key, the invoice remains a piece of paper, and the expense falls — even if the service really was provided. The proof is built along the way, month by month; it is not reconstructed under the pressure of the inspection, when it is often too late.
A few mistakes explain most rejections at audit:
A global "management fee", without a description of the services and without a single deliverable behind it.
A criterion chosen without economic logic or changed from year to year, just enough for the desired amount to "come out".
Costs that should have stayed with the parent, disguised as services to the subsidiary.
The same cost invoiced twice (directly and through the allocation key), or a service already covered by an internal function of the subsidiary.
An impeccable comparability analysis for a service that does not pass the benefit test; wasted effort, because the first test falls anyway.
On the corporate income tax side, the general condition is the one in article 25 of the Fiscal Code: expenses are deductible if incurred for the purpose of carrying on the economic activity. An intra-group service that brings no benefit to the subsidiary does not meet this condition — hence the rejection. The courts have confirmed, in disputes over management services, that deductibility depends on proof of actual provision and usefulness, not on the formal existence of the contract.
On the VAT side, the deduction of the tax on intra-group services follows the same logic of the reality of the operation: if the service was not actually provided, the right to deduct VAT may, in turn, be challenged. The two risks — non-deductibility of the expense and rejection of the VAT — frequently accumulate in the same inspection, and a cross-border adjustment may also raise the issue of double taxation, eliminable through the treaty and the mutual agreement procedure.
If the entity that invoices the services has no real people, functions and decisions — if it is a "box" that merely issues invoices — actual provision becomes impossible to prove, and the structure is doubly vulnerable: to rejection of the deduction and to recharacterisation on the merits. Coherence between real substance and the service flows is the substantive condition of the defence.
At an inspection touching intra-group services, the ANAF team typically asks for: the contracts and their amendments; proof of actual provision for each category of service — the deliverables; the cost base and the allocation key, with its justification; the price analysis (method, mark-up, comparables); the explanation of the concrete benefit to the subsidiary; the delimitation from shareholder activities. What you must have ready is the mirror of this list. How the group's position is defended in the inspection is treated separately, and in litigation the support comes from the transfer-pricing expert report.
The golden rule: document contemporaneously, not retroactively. A prudent group describes the services in verifiable terms; requires the provider to produce and archive deliverables month by month; sets a rational allocation key and applies it consistently; clearly separates shareholder costs, which it does not invoice; fixes the pricing method and supports it with a comparability analysis where appropriate; periodically refreshes this file, not only when the inspection calls. The difference between a risky expense and a defensible one lies, almost always, in the deliverables you can put on the table.
No. The contract and the invoice are the starting point, not the proof. At audit you must show that the service was actually provided (deliverables, reports, correspondence), that it brought a real benefit to the subsidiary, and that the price respects the arm's length value. Without proof of provision, the expense is rejected, even if the service existed in reality.
They are the activities the parent company carries on in its interest as a shareholder — general meetings, share issuance, management of participations, group governance flowing from ownership status. They benefit the parent, not the subsidiary, so an independent party would not pay for them. Invoiced to the subsidiary as a management fee, they are non-deductible at the subsidiary.
The OECD provides a simplified approach for low value-adding services, with a standard mark-up applied to costs, without a comparability study. Whether and under what conditions it applies in Romania under the 2026 framework must be checked against the official text and the ANAF guidance. Even where it applies, the benefit test remains mandatory: the mark-up covers only services actually provided and useful.
Through substance and documentation. A legitimate management fee is backed by a real provision, deliverables, a rational allocation key and an identifiable benefit to the subsidiary, and the provider has the necessary people and functions. A disguised profit shift has a contract and an invoice, but nothing underneath. The inspection — and later the court — looks for exactly this difference.
This article is strictly informational and does not constitute legal or tax advice. Individual situations must be analysed on their specific facts. Legislative position reflected: 18 July 2026.
Deadlines run from the moment of communication. A first discussion clarifies what is being alleged, what you must justify and how the defence is built — before an estimation becomes an assessment decision.