Romania's insolvency legislation has undergone a significant revision. The amendments entered into force in early 2025 and alter how creditors assert, rank, and recover claims in both restructuring and liquidation proceedings. For international companies with Romanian counterparties, suppliers, or subsidiaries, the changes are material and the window for protective action is closing.
Romania's amended insolvency legislation reshapes the rights of creditors across all stages of insolvency proceedings, from proof of debt submission through to distribution in liquidation. The changes tighten timelines for filing claims, modify the powers of the administrator judiciar (insolvency administrator) and lichidator (liquidator), and introduce stricter procedural requirements at the adunarea creditorilor (creditors meeting). International businesses holding claims against Romanian entities must audit their exposure and file the necessary documentation before the applicable deadlines under the revised rules.
This alert summarises what changed, identifies the business categories most directly affected, and sets out five immediate actions for international companies with Romanian credit exposure.
What changed – the core amendments and their effective date
Romania's insolvency legislation was amended in late 2024 and took effect from 1 January 2025. The changes span four principal areas.
Tighter proof of debt deadlines. The revised rules reduce the period within which creditors must submit a proof of debt following the opening of insolvency proceedings. Under the amended insolvency legislation, creditors who miss the filing window lose their right to participate in the adunarea creditorilor and are excluded from interim and final distributions. Courts in Romania have applied these deadlines strictly. The consequence of late filing is not curable by subsequent application in the overwhelming majority of cases reviewed since the amendments came into force.
Expanded powers of the administrator and liquidator. The insolvency administrator now holds broader authority to challenge pre-insolvency transactions concluded within an extended look-back period. This directly affects counterparties who received payments, security, or asset transfers from a Romanian debtor in the period before proceedings opened. The liquidator's powers in asset realisation have similarly been extended to cover digital assets and intra-group receivables, categories previously handled under general civil rules rather than insolvency legislation.
Restructuring plan approval thresholds revised. The amended rules modify the voting thresholds required for approval of a restructuring plan at the creditors meeting. Secured and unsecured creditors now vote in separate classes, and a plan can be confirmed over the objection of a dissenting class under conditions more closely aligned with the EU Restructuring Directive. This cross-class cramdown mechanism is new to Romanian insolvency practice and gives the court significantly greater discretion.
Ranking adjustments for certain creditor categories. The amendments introduce changes to the order of priority in distributions. Certain operational creditors – including suppliers of essential goods and services who continued trading after the insolvency opening – receive enhanced ranking. Conversely, intra-group loans are now expressly subordinated in liquidation unless the creditor can demonstrate arm's-length terms. This subordination rule applies retroactively to loans outstanding at the date the amendments entered into force.
For companies managing insolvency and restructuring matters in Romania, understanding the interaction between these four changes is essential to preserving recovery value.
Who is affected – threshold criteria and business categories
The amendments affect a broad range of creditors and counterparties. The following categories face the most immediate exposure.
Foreign trade creditors. International companies supplying goods or services to Romanian businesses are frequently unaware that insolvency proceedings have opened until weeks after the fact. Under the revised rules, the clock for proof of debt submission begins on the date of publication in Romania's insolvency registry, not on the date of actual notice to the creditor. This is a significant departure from the approach common in Western European jurisdictions and catches many foreign creditors unprepared.
Financial creditors and lenders. Banks and non-bank lenders holding Romanian-law security interests must verify that their security documentation meets the formality requirements reinforced by the amendments. Security registered incorrectly or in the wrong priority order may be treated as unsecured in distribution proceedings.
Intra-group creditors. Multinational groups with Romanian subsidiaries that have advanced inter-company loans must immediately assess whether those loans are documented at arm's-length terms. The new subordination rule for intra-group claims operates automatically unless rebutted by evidence of commercial terms comparable to third-party transactions.
Counterparties to pre-insolvency transactions. Any business that received a payment, security interest, or asset transfer from a Romanian entity within the extended look-back period is now exposed to clawback proceedings brought by the administrator. The relevant period under the amended rules is longer than under the previous version of the legislation.
Shareholders and guarantors. Individuals and entities who provided personal or corporate guarantees for Romanian debtors face accelerated enforcement timelines once liquidation proceedings open. The amended rules shorten the period within which claims against guarantors must be pursued in coordination with the main insolvency file.
To receive an expert assessment of your credit exposure in Romanian insolvency proceedings, contact us at info@ferrazwhitmore.com.
What to do now – five immediate actions for international companies
The compliance window under the revised rules is short. International businesses should take the following steps without delay.
- Monitor the Romanian insolvency registry actively. Publication in the Buletinul Procedurilor de Insolventa (Romanian Insolvency Proceedings Bulletin) triggers the proof of debt deadline. Establish a monitoring protocol for all Romanian counterparties that carry material credit balances. Do not rely on direct notice from the debtor or the administrator.
- Audit intra-group loan documentation immediately. If your group holds inter-company receivables from a Romanian subsidiary, review the loan agreements for arm's-length pricing, interest rates, and repayment terms. Undocumented or below-market loans will be subordinated automatically under the amended rules.
- Review pre-insolvency transactions within the look-back period. Identify any payments, security grants, or asset transfers received from Romanian counterparties within the extended challenge window. Assess the risk of administrator clawback and take protective steps where the transaction may be vulnerable.
- Verify security registration and ranking. If you hold Romanian-law security, confirm that registrations are current, correctly filed, and rank in the position you assumed. Errors in the security register are not automatically correctable once proceedings open.
- Engage Romanian insolvency counsel before the creditors meeting. Participation in the adunarea creditorilor requires proper authorisation and timely filing. Creditors who do not engage qualified local counsel before the first meeting frequently lose voting rights on the restructuring plan or liquidation strategy.
Companies facing related corporate disputes in Romania should also consider whether ongoing litigation intersects with any insolvency proceedings involving the same counterparty, as the amended rules affect the treatment of disputed claims in distribution schedules.
For context on how similar legislative changes have affected creditor rights in neighbouring EU jurisdictions, see our alert on insolvency amendments in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. As a law firm in Romania and across Central and Eastern Europe, we combine Portuguese civil law expertise with English common law tradition to deliver cross-border insolvency and restructuring solutions. Our team advises international creditors, financial institutions, and multinational groups on proof of debt filings, restructuring plan negotiations, and administrator challenges across both civil law and common law systems. The firm's insolvency practice covers creditor rights enforcement, liquidation strategy, and pre-insolvency transaction analysis across EU member states. Engaging a lawyer in Romania with cross-border insolvency experience is critical when the amended rules affect claims held by foreign entities. To discuss your exposure in Romanian insolvency proceedings, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.
Author: Sophie Kellner | Partner, IP & Technology Law | Published: March 01, 2026