Over the last decade, Romania has moved from being seen as a “peripheral” enforcement jurisdiction to a country where tax authorities, specialised prosecutors and anti-corruption bodies actively investigate complex business crime. Foreign executives and investors are often surprised by the speed with which a tax audit can escalate into a criminal investigation, or by how easily a signature on a board decision of a Romanian subsidiary can translate into personal criminal exposure.
This article provides a practical overview for foreign managers, board members and investors with actual or planned operations in Romania. It focuses on how Romanian law treats typical white-collar offences, how liability is allocated between individuals and companies, what usually triggers investigations, which institutions are involved, and how foreign executives can structure their governance, compliance and crisis response to reduce risk. It is not legal advice and cannot replace tailored advice on a specific case, but it should help you ask the right questions early.
Typical White-Collar Offences Investigated by Romanian Authorities
Romanian prosecutors and specialised agencies most frequently investigate tax evasion, money laundering, corruption and related offences, abuse of office, embezzlement and fraud involving EU funds. These offences are regulated mainly by the Romanian Criminal Code (Codul penal), the Criminal Procedure Code (Codul de procedură penală), Law no. 241/2005 on tax evasion, Law no. 129/2019 on anti–money laundering, and Law no. 78/2000 on corruption and offences affecting EU financial interests.
Tax evasion
Tax evasion is one of the most common business-related offences in Romania and is regulated by Law no. 241/2005 for the prevention and combating of tax evasion, which defines a wide range of conduct – from hiding taxable income and using fictitious invoices to not paying withheld taxes and contributions to the state budget.
Typical patterns seen in practice include under-reporting of VAT through carousel schemes, using shell suppliers, artificial cross-border structures to shift profits, or long-term non-payment of payroll taxes. The offence is aggravated where the damage exceeds certain thresholds or is committed by an organised criminal group. Law no. 241/2005 has been amended several times, most recently by legislation strengthening sanctions and introducing new offences for withholding and not paying certain taxes and contributions, while also preserving mechanisms by which full payment of damage (plus interest and penalties) before a certain procedural stage can lead to non-punishment or more lenient treatment.
Practical examples: a Romanian subsidiary that deducts input VAT based on invoices from suppliers that have no real activity; an executive who approves long-term “consultancy” contracts with offshore companies without genuine services, used to extract profits; a company that withholds but does not remit employees’ social contributions. In all of these cases, foreign directors who sign financial statements, approve budgets or validate the relevant contracts may become suspects if prosecutors consider they knew or should have known that the structure was artificial.
Preventive tips: ensure robust tax controls, challenge any use of “traditional” local schemes that sound too good to be true, document the business rationale for cross-border structures, and require independent tax advice for significant restructurings. For high-risk areas (e.g. cash-intensive sectors, work with high-fiscal-risk suppliers), implement specific onboarding and monitoring procedures and insist on proper documentation for every transaction.
Money laundering
Money laundering is criminalised both by the Criminal Code and by Law no. 129/2019 for preventing and combating money laundering and terrorism financing, which also implements the EU AML framework and sets out compliance obligations for banks, financial institutions and a broad range of non-financial businesses (including some corporate service providers, auditors and, in defined situations, lawyers and notaries).
Money laundering typically involves operations such as transferring, converting, concealing or using assets that originate from a predicate offence, with knowledge of their illicit origin. For foreign investors, the key risk is that funds circulating through Romanian companies – including legitimate investments – may be viewed as laundering if they are mixed with or used to conceal proceeds of crime (for example tax evasion, corruption, fraud with EU funds, cyber-fraud).
Practical examples: a Romanian IT company used as a pass-through vehicle for EU funds siphoned from another Member State via inflated invoices; a real estate vehicle receiving large cash payments or transfers from high-risk jurisdictions without verifying the client’s source of funds; intra-group loans used to “repatriate” profits that were not properly taxed locally. Where a foreign executive authorises these operations, signs related contracts or sits on credit or investment committees, prosecutors may argue that they contributed to or facilitated money laundering.
Preventive tips: apply group-level AML standards in Romania, even if local law is formally less strict; require “source of funds” documentation for high-value payments, especially from high-risk jurisdictions; implement screening for politically exposed persons (PEPs), sanctions and adverse media for key clients and partners; and ensure the Romanian subsidiary’s AML officer has genuine independence and direct access to the board.
Embezzlement
Embezzlement (delapidare) is an offence under the Criminal Code which involves a person who has possession or control over money or assets by virtue of their position (e.g. employee, director, public official) and appropriates them or uses them contrary to the interests of the owner. In the private sector it often appears in the form of unauthorised use of company assets, misappropriation of funds, or diversion of assets to related parties on non-market terms.
Practical examples: a Romanian manager who instructs staff to transfer company funds to a personal company for “intermediary services” that are never delivered; a plant director who systematically uses company materials, vehicles and staff for private construction projects; a board member who approves loans to related parties with no intention of repayment. While foreign executives may be less involved in day-to-day misappropriation, they can become suspects if they sign off on obviously abusive related-party transactions, ignore repeated internal audit warnings, or personally benefit from the scheme.
Preventive tips: implement clear policies on related-party transactions, conflicts of interest and use of company assets; ensure the internal audit and finance functions can report directly to the board (including foreign members) and not only to local management; investigate anomalies (e.g. unusual margins, repeated write-offs, missing inventory) early and document the response.
Bribery and corruption
Bribery and related corruption offences are regulated both by the Criminal Code (Title V – offences of corruption and service-related offences) and by Law no. 78/2000 on preventing, discovering and sanctioning corruption acts. The law covers classic offences such as taking and giving bribes, trading in influence and buying influence, as well as offences assimilated to corruption and offences against the EU’s financial interests.
Romania has a specialised National Anticorruption Directorate (Direcția Națională Anticorupție – DNA) which investigates medium and high-level corruption, including cases involving substantial damage, high-ranking officials and EU funds. For foreign investors, risk areas include public procurement, construction and infrastructure, healthcare and pharma, energy, and interaction with regulators or state-owned enterprises.
Practical examples: a Romanian subsidiary using intermediaries or “consultants” to win public tenders, with success fees linked to the size of the contract; facilitation payments to inspectors to “smooth” health & safety or environmental checks; the granting of lavish hospitality, expensive travel or “sponsorships” to officials who subsequently award licences or lucrative contracts. Even where the foreign executive does not directly participate, they may be accused of instigating or approving the scheme if they set unrealistic targets, approve opaque intermediary contracts or ignore red flags regarding the “relationship management” approach to public bodies.
Preventive tips: adopt a strict anti-bribery policy that applies locally (including a clear ban on facilitation payments); conduct rigorous due diligence on agents, consultants and joint-venture partners; require written contracts with clear scopes and verifiable deliverables; review hospitality and sponsorship practices in light of corruption risks; ensure that compliance has a veto on high-risk deals and that local teams are trained to refuse improper requests even when “everyone in the market does it.”
Abuse of office
Abuse of office (abuz în serviciu) is an offence under Article 297 of the Criminal Code. It is typically committed by public officials or persons assimilated to them (including executives of companies providing public services under certain conditions) who, by breaching a law or ordinance in the performance of their duties, cause damage or harm the rights or legitimate interests of a person or entity.
This offence has been at the centre of intense legal and political debate in Romania, and recent legislative changes have clarified that it requires a breach of a law or Government ordinance (not just internal procedures), as well as certain minimum damage thresholds. Nonetheless, it remains a powerful tool in the hands of prosecutors, including in cases involving public procurement, management of state-owned enterprises and allocation of subsidies or concessions.
Practical examples: board members of a state-owned company who approve contracts on manifestly unfavourable terms or below-market prices without a proper legal basis; executives of a private concessionaire who deviate from the legal procurement regime when using public funds; senior management in mixed public–private projects who ignore mandatory legal procedures in order to favour certain suppliers. Foreign executives may be exposed where they sit on boards of Romanian state-owned or mixed capital companies, or where they are seconded to management positions in entities that perform public services.
Preventive tips: insist on detailed legal analysis for any decision that relies on the interpretation of public law frameworks (concessions, public procurement, PPPs); document compliance with all mandatory procedures; ensure minutes of board meetings reflect the legal advice received and dissenting opinions; be particularly cautious where local practice appears to deviate from black-letter requirements “because things have always been done that way.”
Fraud involving EU funds
Romania has been repeatedly highlighted in reports by the EU’s anti-fraud bodies as a jurisdiction with a high number of investigations concerning misuse of EU funds. Fraud against the EU budget is covered by provisions of Law no. 78/2000, as well as by Criminal Code offences such as fraud, money laundering and abuse of office. Investigations often involve cooperation between national prosecutors (including DNA), the European Anti-Fraud Office (OLAF) and, in more recent years, the European Public Prosecutor’s Office (EPPO).
Common schemes include inflating project costs through fictitious invoices, manipulating tender procedures, declaring ineligible expenses, misrepresenting project implementation, or channelling funds to related companies in conflict of interest situations. Sectors at risk include infrastructure, agriculture and rural development, R&D and innovation projects, and regional development programmes.
Practical examples: a consortium led by a Romanian company which overstates equipment costs to draw higher EU subsidies; a regional development project where works are not actually performed, but completion documents are signed; a foreign investor that acquires a Romanian company which later turns out to have implemented EU-funded projects with serious irregularities. In the latter case, new shareholders and their board representatives can find themselves managing a criminal investigation inherited from past management.
Preventive tips: treat EU-funded projects as high-compliance ventures, with robust documentation, transparent procurement, and periodic internal audits; ensure that technical and financial reports are accurate and supported; conduct enhanced due diligence when acquiring companies that benefited from EU funds; and be prepared for parallel administrative (with managing authorities), national criminal and European-level investigations.
Liability of Individuals vs. Companies under Romanian Criminal Law
Romanian law recognises parallel criminal liability for individuals and legal entities. Under Article 135 of the Criminal Code, any legal person – including foreign companies operating in Romania – can be held criminally liable for offences committed in performing its object of activity or in its interest or on its behalf, with limited exceptions for the state and certain public authorities or institutions exercising non-economic activities.
Individual liability. Natural persons (directors, managers, employees, de facto decision-makers) remain primarily liable as perpetrators, instigators or accomplices. They can face prison sentences, criminal fines, bans on exercising certain rights (e.g. holding management positions) and, in some cases, seizure of assets. The fact that they act within a corporate structure does not shield them from responsibility. In practice, prosecutors will often start with individuals (e.g. local managers) and progressively move “up the chain” toward foreign directors and parent-company representatives if evidence suggests decision-making, approval or tacit acceptance at higher levels.
Corporate liability. For a company to be liable, prosecutors must show that the offence was committed in connection with the company’s activity and in its interest or on its behalf. This can be through the acts of directors, managers, employees or even third parties whose acts are attributable to the company (e.g. agents, contractors), depending on the circumstances. Romanian case-law and legal doctrine emphasise that corporate liability is autonomous: it does not require prior conviction of a specific individual, and the company’s criminal responsibility can coexist with that of multiple individuals.
Sanctions for legal entities include criminal fines (which can reach significant amounts depending on the number and gravity of offences), dissolution, suspension of activities, closure of business units, bans on participating in public tenders, judicial supervision, or publication of the conviction. For companies integrated into international groups, these consequences can have serious reputational and practical effects far beyond Romania.
Compliance and due diligence as risk mitigants. Romanian law does not formally recognise a “compliance defence” in the same way some other jurisdictions do. However, in practice, the existence of effective compliance programmes and genuine efforts to prevent and detect wrongdoing can reduce the likelihood of charges, influence prosecutorial discretion (e.g. whether to open a case against the company at all) and lead to more favourable outcomes at sentencing. Conversely, a “paper” compliance programme that exists only in group policies and not in local practice will carry little weight.
For foreign investors, it is crucial to understand that acquiring a Romanian company does not wipe out its criminal exposure. As a buyer, you may inherit ongoing or potential criminal investigations relating to past conduct. Criminal liability is personal to the legal entity, so share deals do not eliminate it; even certain reorganisations (mergers, splits) can transfer liability to successor entities. Careful criminal-law due diligence is essential in M&A involving Romanian targets, especially in high-risk sectors.
Triggers for Investigations: ANAF Audits, Whistle-blowers, Competitor Complaints
Many white-collar investigations do not start with spectacular dawn raids, but with more mundane events: a tax audit, an internal report by a whistle-blower, or a complaint by a disgruntled business partner or competitor. Understanding these triggers helps foreign executives design detection and response mechanisms before an issue reaches the criminal stage.
ANAF tax audits and controls
The Romanian tax authority (ANAF) has been progressively shifting towards a risk-based approach to audits, using criteria and sub-criteria for fiscal risk defined by law and internal orders. High-risk profiles may include companies with persistent losses, significant discrepancies between declared income and apparent lifestyle or assets, complex intra-group transactions without clear economic rationale, and high-value acquisitions or deposits not supported by declared income.
Tax audits can lead to the discovery of irregularities that ANAF refers to criminal prosecution bodies, particularly where the circumstances suggest intentional tax evasion or where the damage exceeds certain thresholds. Investigators will often use ANAF reports as a starting point, but they are not bound by its conclusions and will conduct their own evidentiary assessment under the Criminal Procedure Code.
Practical implication: for a foreign executive, “just a tax audit” in Romania should always be treated as a potential gateway to criminal exposure. It is essential to involve tax and criminal lawyers early, carefully manage the documents and explanations submitted, and avoid inconsistent positions that could be construed as admissions of intentional wrongdoing.
Whistle-blowers and internal reports
Since the entry into force of Law no. 361/2022 on the protection of whistle-blowers in the public interest (transposing the EU Whistleblowing Directive), medium and large private employers in Romania are required to implement internal reporting channels and procedures to handle reports of breaches of the law. Whistle-blowers can also use external reporting channels to competent authorities and, in some circumstances, make public disclosures (e.g. to the media).
For foreign groups, this means Romanian employees and other insiders may report suspected tax evasion, corruption, money laundering, fraud with EU funds or other misconduct either internally or directly to authorities such as DNA, the National Integrity Agency or sectoral regulators. Failure to implement proper internal channels, to investigate reports in good faith and to protect whistle-blowers from retaliation can itself create legal and reputational risk, and may push potential reporters to bypass the company and go straight to prosecutors or the press.
Practical implication: align Romanian whistleblowing channels with group systems, but ensure local compliance with Law 361/2022; train managers not to retaliate, even informally; and treat every credible report as a potential early-warning signal of an issue that, if ignored, may escalate into a criminal case.
Competitor and business partner complaints
Romanian practice shows that many white-collar cases originate from complaints filed by competitors, former partners or shareholders. For example, a losing bidder in a public tender may denounce alleged corruption or bid rigging; a minority shareholder may complain about embezzlement or abuse of office by majority-controlled directors; a former distributor may allege tax fraud or unlawful practices.
Prosecutors are obliged to register such complaints and, at least preliminarily, verify whether they reveal indications of an offence. Even if the complaint is ill-founded or motivated by commercial rivalry, it can trigger investigative measures, requests for documents, interviews with employees and, in some cases, precautionary measures (such as asset freezes) that disrupt business operations.
Practical implication: when disputes with competitors or partners arise, factor in the risk of criminal complaints and consider proactive documentation of lawful conduct; where appropriate, seek to resolve commercial disputes through negotiation or civil procedures, but be prepared for the possibility that the other side may “go criminal.”
Investigative Bodies: Prosecution Offices, Anti-Corruption Directorate, Police, Financial Guards
Foreign executives often underestimate the institutional complexity of Romanian enforcement. Multiple bodies may be involved in the same case, and understanding their roles is crucial for a coherent defence strategy.
Public Ministry (Prosecution Offices). Criminal investigations are led by prosecutors from the Public Ministry, organised in offices attached to each court level up to the High Court of Cassation and Justice. They decide whether to open a case, order investigative measures, bring charges and send cases to trial. Within the Public Ministry there are specialised structures, notably the National Anticorruption Directorate (DNA) and the Directorate for Investigating Organised Crime and Terrorism (DIICOT).
National Anticorruption Directorate (DNA). DNA is a specialised prosecutor’s office with mandate to investigate medium and high-level corruption, particularly where public officials are involved or where the damage to public budgets or EU financial interests is significant. It often handles cases involving complex bribery schemes, abuse of office in public procurement, and fraud with EU funds. For foreign investors, DNA may become relevant when there are allegations of bribes or undue advantages offered to Romanian officials, irregularities in public tenders, or serious mismanagement of public money or EU funds.
DIICOT. The Directorate for Investigating Organised Crime and Terrorism focuses on offences such as organised crime, large-scale money laundering, cybercrime and certain forms of fraud, including cross-border schemes. DIICOT may become involved in business-related cases where there is an organised criminal group, sophisticated international structures or links to terrorism financing.
Police and judicial police. Police units (including economic crime and financial fraud departments) act as judicial police under the coordination of prosecutors. They carry out searches, seizures, interviews, surveillance and other investigative activities ordered by prosecutors or courts. Executives and employees will usually interact with police officers during searches or when summoned for questioning, even though strategic decisions in the case remain with the prosecutor.
Tax authorities and the former “Financial Guard”. ANAF and its specialised structures (such as the General Directorate for Fiscal Anti-Fraud) perform tax controls, anti-fraud checks and sometimes joint operations with prosecutors. The former “Financial Guard” as a separate institution no longer exists in its old form, but the term is still used colloquially to refer to tax anti-fraud inspectors. Their reports and findings can be used as evidence in criminal cases, although courts are not bound by them.
Other authorities. Depending on the sector and type of offence, other bodies may play a role: the Romanian Financial Intelligence Unit (ONPCSB) for suspicious transaction reports; the National Integrity Agency for conflicts of interest and incompatibilities; sectoral regulators (financial supervision authority, central bank, competition council) whose administrative findings can be transmitted to prosecutors. At EU level, OLAF and EPPO may be involved in cases concerning the Union’s financial interests.
How Foreign Executives Become Involved
Many foreign executives assume that, because they are not involved in daily Romanian operations, their personal exposure is limited. Romanian criminal law and practice do not always support this assumption. There are several typical pathways by which foreign managers, directors and investors are drawn into criminal proceedings.
Formal roles and signatures. If you are registered as director, administrator, board member or legal representative of a Romanian company, your signature will appear on numerous corporate documents: annual financial statements, bank documentation, major contracts, credit agreements, board resolutions. Prosecutors may interpret these signatures as evidence that you approved or at least accepted the underlying transactions, especially where they are essential to the alleged scheme (e.g. signing off on a dubious consultancy contract that allegedly masks bribes, or on a long-term tax planning structure later considered fraudulent).
Board and group decisions affecting Romanian subsidiaries. Even if you are seated outside Romania, decisions taken at group or regional level – e.g. aggressive tax optimisation for the Romanian subsidiary, pressure to win certain public tenders “at all costs”, approval of M&A deals with limited due diligence – can be scrutinised by Romanian prosecutors. Minutes of board meetings, email exchanges and internal memos can be used to argue that foreign executives instigated or knowingly allowed the misconduct.
Powers of attorney and informal influence. Granting broad powers of attorney to local managers, or exercising de facto control over decisions without formal title, may also create exposure. Prosecutors often look beyond formal job descriptions to identify the “real decision-makers” and may treat regional managers or group heads as de facto administrators of the Romanian company.
Extraterritorial reach. Romanian criminal law can apply to offences committed abroad by foreign citizens against Romanian legal entities, and cooperation mechanisms (such as mutual legal assistance and the European Arrest Warrant) allow Romanian authorities to request evidence and, in some cases, surrender of individuals located in other EU states or beyond. Foreign executives should not assume that physical absence from Romania is a complete shield if they are significantly involved in decisions affecting Romanian subsidiaries.
Practical takeaway: whenever you accept a board seat, managerial function or signatory power in relation to a Romanian entity, treat it as a real legal exposure. Ask to see the company’s risk profile, past investigations, tax and compliance history; understand the sectors and counterparties it deals with; and ensure that the business model and practices would withstand scrutiny by prosecutors, not just auditors.
Defence Strategy and Crisis Management
When a company or executive becomes the target of a Romanian criminal investigation, the first hours and days are critical. Well-structured crisis management can preserve evidence, protect legal rights and avoid unnecessary escalation. Poor handling can lead to obstruction suspicions, uncontrolled statements and irreversible damage to the defence.
Immediate steps after a dawn raid or summons
Dawn raids and searches. Dawn raids in Romania typically take place early in the morning, with police and prosecutors arriving at company premises or homes armed with a search warrant issued by a judge. Under the Criminal Procedure Code, you have the right to see the warrant, be informed of the scope and suspected offences, and have a lawyer present (although the search will not be delayed indefinitely to wait for counsel). Searches must be documented in a written report, and you are entitled to a copy.
From a practical standpoint, companies should have a dawn raid protocol and trained internal response team. Key principles include: cooperating with lawful search orders without obstructing; avoiding destruction or concealment of documents or devices (which can trigger separate offences); ensuring that copies of seized documents and digital images are requested where allowed; and keeping a detailed internal log of what was taken, who was present and what questions were asked.
Summons for interview. Individuals may be summoned as witnesses or as suspects/defendants. The status matters greatly: witnesses have an obligation to tell the truth, while suspects have the right to remain silent and not to incriminate themselves. Before any interview, it is crucial to consult criminal counsel, clarify your status, understand the allegations and agree on a strategy for the interview. Interpreters should be requested where language is an issue; documents presented during questioning should be carefully examined before commenting.
Internal investigations and document preservation
Parallel to external investigations, companies often need to conduct internal fact-finding to understand what happened and decide how to respond. In Romania, internal investigations must be designed carefully to respect labour law, data protection and the rights of employees, while preserving legal privilege (to the extent available) and avoiding interference with the criminal process.
Good practice typically includes: issuing a document preservation (“legal hold”) notice to relevant staff; securing emails, accounting records and access logs; appointing a small internal team (ideally including or coordinated by external counsel) to manage the process; defining the scope and objectives of the internal investigation; interviewing key employees with clear explanation of purpose and rights; and keeping a reliable record of steps taken and findings. Care must be taken not to coach witnesses, fabricate documents or pressure staff to adopt a certain narrative, as this can itself become an offence (e.g. influencing witnesses, obstruction of justice).
Cooperation vs. contesting charges
Romanian law allows forms of cooperation such as plea agreements (accord de recunoaștere a vinovăției) and simplified procedures in case of full confession, which can significantly reduce sentences. In certain offences, including some tax evasion scenarios, full payment of damage (plus interest and penalties) before specific procedural stages can lead to non-punishment or requalification to a less serious offence, particularly for first-time offenders.
However, cooperation is not always the best strategy. Executives and companies should carefully assess: the strength of the evidence; whether the legal classification of facts is correct; the potential impact of a guilty plea on parallel civil, administrative or foreign proceedings; and the long-term reputational consequences. For multinational groups, an admission in Romania may have consequences in the home jurisdiction (e.g. under U.S. FCPA or UK Bribery Act) or trigger cross-default clauses in financing agreements.
In practice, many cases require a nuanced approach: cooperating on facts (e.g. providing relevant documents, clarifying technical issues, paying undisputed tax differences) while contesting legal classifications or exaggerated damage calculations; negotiating scope and extent of corporate liability; or pursuing settlement for the company while individuals maintain a stronger defensive line. These decisions must be coordinated among group entities and with counsel in other jurisdictions if cross-border effects are likely.
Cross-Border Aspects: Mutual Legal Assistance, Foreign Bank Data, Parallel Cases
White-collar cases involving Romanian operations frequently have cross-border dimensions: funds move through accounts in multiple countries, executives reside abroad, and harmful effects may be felt both in Romania and in other jurisdictions. Romanian law and EU instruments provide a dense framework for international cooperation in criminal matters.
Mutual legal assistance and European instruments. Law no. 302/2004 on international judicial cooperation in criminal matters, together with EU and Council of Europe conventions, governs how Romania requests and provides assistance such as obtaining evidence, serving documents, hearing witnesses by video-link, conducting searches or freezing assets abroad. Within the EU, instruments such as the European Investigation Order and the European Arrest Warrant allow relatively swift cross-border measures. Romanian prosecutors can thus obtain bank statements, corporate records and other evidence from other Member States and beyond, subject to applicable safeguards.
Use of foreign bank and corporate data. AML frameworks and the activities of financial intelligence units facilitate the flow of information on suspicious transactions. Foreign bank data may come into Romanian cases via mutual legal assistance, via reports transmitted under AML cooperation mechanisms, or via parallel investigations by bodies like OLAF and EPPO in EU funds cases. Foreign executives should be aware that accounts and structures they consider remote from Romania can nonetheless become visible to Romanian authorities if linked to a local case.
Parallel and successive proceedings. The same course of conduct – for example a bribery scheme involving Romanian officials and payments routed through other countries – can be investigated in multiple jurisdictions. Romania’s participation in European cooperation mechanisms means there will often be coordination to avoid excessive duplication, but this does not guarantee that only one country will prosecute. Executives must consider the risk of being investigated or prosecuted in both Romania and their home country, and how admissions or evidence in one case may affect the other. Double jeopardy protections (ne bis in idem) are complex in a cross-border context and must be assessed carefully.
Practical tips for managing cross-border risk: maintain a clear group-wide map of which entities and executives are involved in Romanian projects; ensure that communications with and about Romanian operations recognise the possibility of future disclosure to prosecutors (avoid informal emails suggesting tolerance of misconduct); coordinate defence strategies across jurisdictions; and, in high-profile cases, consider engaging counsel experienced in both EU-level and domestic cooperation mechanisms.
Preventive Measures for Foreign Executives and Investors
While no compliance system can eliminate criminal risk, foreign executives can significantly improve their position by implementing structured preventive measures tailored to Romanian realities.
- Risk assessment specific to Romania. Do not simply extend a global risk map; assess Romanian-specific risks: sectors prone to corruption, the prevalence of cash and informal practices, the use of high-fiscal-risk suppliers, the company’s history with tax and regulatory authorities, reliance on public contracts or EU funds.
- Governance and tone from the top. Make clear – in board minutes, policies and practice – that compliance is not negotiable, even where it may cost short-term business. Document decisions where bids are abandoned or suppliers rejected due to compliance concerns; these records can be valuable if prosecutors later question your culture.
- Tailored policies and training. Translate and adapt group anti-bribery, AML, sanctions, competition and tax-compliance policies so they can realistically be applied by Romanian staff. Provide regular training with practical local examples, not just generic e-learning.
- Due diligence on partners and acquisitions. For agents, consultants, joint-venture partners and M&A targets, perform proportionate due diligence including beneficial ownership, litigation and investigation history, reputation, links to politically exposed persons and prior EU-funded projects. Be ready to walk away from deals where red flags cannot be adequately mitigated.
- Whistleblowing and speak-up culture. Implement internal reporting channels compliant with Law 361/2022 and encourage use without fear of retaliation. Ensure that reports involving potential criminal conduct trigger prompt legal assessment and, where appropriate, internal investigations.
- Documentation and record-keeping. Many Romanian cases turn on documentation: missing contracts, incomplete procurement files, vague consultancy agreements, or accounting and tax records that do not match reality. Insist that every high-risk transaction be fully documented, with a clear business rationale and evidence of services provided.
- Preparedness for investigations. Put in place a dawn raid manual, train key personnel, and identify external counsel who can be contacted quickly. Periodically test your crisis response through simulations.
For foreign executives personally, it is advisable to regularly review what documents you sign, what powers you hold, and how your role is documented in Romanian corporate records. Where you feel that local practices fall below group standards or raise legal concerns, record your objections and attempt to remediate. Silence or passive acceptance can later be interpreted as acquiescence.
Conclusion
Romania is an attractive market with significant opportunities, but it is also a jurisdiction where tax, anti-corruption and white-collar enforcement are active and often high-profile. Foreign executives, board members and investors cannot afford to treat Romanian compliance as an afterthought or to assume that “this is how things work locally” will be accepted by prosecutors and courts.
By understanding the main offences, the allocation of liability between individuals and companies, the common triggers for investigations and the architecture of enforcement bodies, decision-makers can better anticipate where risk lies and how it may materialise. Combined with a robust, Romania-sensitive compliance and governance framework, this knowledge can reduce the likelihood of investigations, improve the position of both the company and its executives if issues arise, and ultimately protect the value of investments.
Sources and further reading
- Romanian Criminal Code (Codul penal) and Criminal Procedure Code (Codul de procedură penală) – unofficial English summaries and translations available from Council of Europe and other legal resources.
- Law no. 241/2005 on the prevention and combating of tax evasion (Legislatie.just.ro – official Romanian version).
- Law no. 129/2019 on preventing and combating money laundering and terrorism financing.
- Law no. 78/2000 on preventing, discovering and sanctioning corruption acts, including offences affecting EU financial interests.
- Law no. 361/2022 on the protection of whistle-blowers in the public interest.
- Law no. 302/2004 on international judicial cooperation in criminal matters.
- Websites and reports of the National Anticorruption Directorate (DNA), OLAF and EPPO on corruption and EU funds fraud investigations involving Romania.
- Specialised Romanian and international law firm briefings and academic articles on corporate criminal liability, abuse of office and business crime in Romania.