Insolvency. Retrospective 2025

Insolvency

Retrospective 2025

In this context, the Ministry of Justice, in cooperation with the Ministry of Finance and the National Agency for Fiscal Administration (ANAF), developed a comprehensive set of proposed amendments to Law No. 85/2014, stressing that insolvency legislation represents critical infrastructure for the functioning of the business environment and for meeting the budgetary targets Romania committed to before the European Commission.

The draft amendment of the insolvency legislation, published for public consultation on 20 August 2025 and focused on reducing the duration of proceedings, increasing administrators’ responsibilities, and introducing the concept of “person closely connected to the debtor,” was adopted in the autumn of 2025. Initially challenged before the Constitutional Court due to certain fiscal and procedural provisions, the package was revised and subsequently upheld, being promulgated as Law No. 239/2025 and published in the Official Gazette No. 1,160 of 15 December 2025. The law entered into force on 18 December 2025, bringing substantial amendments to Law No. 85/2014. Below, we briefly present the main amendments and their relevance for participants in insolvency proceedings:

• affiliates under the Tax Code,
• administrators, directors, members of the debtor’s management bodies,
• companies where they are directors,
• advisors, auditors, accountants with access to sensitive information,
• relatives up to the third degree, spouse,
• the beneficial owner.

Thus, the transactions, claims, and rights of these persons receive special, much stricter procedural treatment.

Reconfiguration of the creditors’ committee system

The first committee is appointed by the judge, and subsequently the creditors elect their own committee consisting of 3, 5, or 7 members, including from the category of salary claims. Only one member from the category of persons closely related to the debtor may be part of the committee, and that member may not be the chair. That member has a legal obligation to declare any ties to the debtor. The possibility of replacing members who have a conflict of interest is introduced.

Stricter requirements for preparing the report on the causes of insolvency 

The report becomes much more detailed in order to facilitate creditors, including the tax creditor, in substantiating and initiating liability proceedings against the administrators. It will include an analysis of information on shareholders/associates and changes in structure, transactions over the last two years, documents concluded with persons closely related to the debtor, as well as preventive measures taken to avoid insolvency. New procedures are introduced, such as the formulation of objections within 30 days and the possibility of sending the report to creditors in electronic format.

Accelerated procedures for the realization of assets

The administrator/liquidator may urgently sell non-essential assets to cover the costs of the procedure, and if within 12 months the assets are not sold in accordance with the regulations approved by the creditors, the sale shall be made, with the approval of the bankruptcy judge, in accordance with the Code of Civil Procedure.

Sales to persons closely related to the debtor

The sale of assets as an independent whole to persons closely related to the debtor is possible only if:

• the sale procedure is open, competitive, transparent,
• there is an offer declared as a “closely related person offer,”
• the independent evaluation report is available,
• all bidders are informed,
• the court authorises the sale after analysing compliance.

Strict monitoring of the reorganization through mandatory periodic evaluations

The judicial administrator must prepare an assessment of the real possibility of reorganization every 6 months, and if reorganization is no longer viable, must propose bankruptcy.

Justification for the payment of current claims

The debtor or judicial administrator is required to present the valid reasons and exceptional circumstances that may justify the prioritization of the payment of certain current claims, as an exception to the principle of payment of current claims according to their due date.

Closure of reorganization even if there are current claims under discussion

The reorganization procedure may be closed even if there are uncertain current claims if their cumulative amount is not such as to cause financial difficulties or generate imminent insolvency or affect the viability of the debtor’s business and the continuation of its activity with the fulfillment of its obligations.

Severe prohibitions on the administrator or person who caused the insolvency

Patrimonial liability is extended to de facto administrators (who impose the company’s financial and operational decisions), and such action may be brought by any creditor, regardless of the amount of their claim.

A person against whom a final judgment has been rendered for causing insolvency:

• may no longer be appointed as an administrator or, if they are an administrator in other companies, will be disqualified from this right for 10 years from the date of the final decision;
• may no longer establish companies or acquire a controlling interest in a new company for a period of 5 years.

Reform of preventive restructuring procedures

The changes aim to filter economic viability and clarify the debtor’s situation. Thus, the obligation to prove that the debtor is NOT insolvent is introduced. An analysis of the debtor’s economic situation shall be presented, showing evidence that the debtor is not insolvent, with an indication of the documents on which this analysis is based (economic reports, difficulty analysis, etc.).

Claims are broken down by category: affected, unaffected, in dispute, with a requirement for rapid reporting (3 days) in the case of payments received from co-debtors or guarantors, and for creditors closely linked to the debtor, there is a requirement for additional evidence. The method of approving the restructuring plan is also changed, with rights being granted to the affected categories in relation to the amounts they would receive as payment in bankruptcy.

Digitization – random assignment of practitioners

The law aims to develop and operationalize, as a matter of priority, an IT platform for the random appointment of the administrator/liquidator by the bankruptcy judge, with an implementation deadline of April 16, 2026.

Transitional provisions

• transparency,
• accountability,
• control over transactions with affiliates,
• increased role of majority creditors,
• consolidated intervention by ANAF,
• real, not formal, reorganizations,
• acceleration of the procedure and complete digitization.

Trends observed in practice in 2025

• Increase in preventive restructuring procedures, especially in transport, construction, and retail;
• Greater pressure on SMEs’ cash flows, leading to earlier access to insolvency prevention procedures;
• Increased use of digital tools for communications and creditor voting;
• Increased control exercised by budgetary creditors.

In this context, adopting a proactive approach to risk assessment, strategic restructuring planning, and continuous monitoring of legislative developments remains essential for debtors, creditors, and practitioners alike.

Outlook for 2026: key milestones in insolvency

• Extensive digitization and interconnection with other public systems (ANAF, ONRC, courts);
• Reform of the judicial reorganization procedure with the aim of increasing the rescue rate of economically viable companies;
• Strengthening of preventive restructuring procedures;
• Increased controls to prevent abuse of insolvency proceedings;
• European coordination on cross-border insolvency in the context of the growth of international corporate groups.

Delivering Strategic Value in Insolvency

The insolvency team at Voicu & Asociatii offers comprehensive and strategic support to both creditors and debtors, through solid legal expertise and a deep understanding of the economic and operational implications of each procedural step. In situations where the involvement of an insolvency practitioner is required, VF INSOLVENȚĂ SPRL, a company of insolvency practitioners and member of National Union of Insolvency Practitioners of Romania (UNPIR), allows us to ensure real continuity between legal advice, procedural coordination, and effective insolvency administration.

Our multidisciplinary approach—legal, tax, financial, and operational—allows us to offer feasible, results-oriented solutions tailored to each situation, whether it involves protecting creditors’ rights, structuring a sustainable reorganization plan, or professionally managing bankruptcy proceedings. In an increasingly sophisticated regulatory framework and a volatile economic environment, our mission is to transform the complexity of insolvency into a clear, predictable, and manageable process, aligned with our clients’ business objectives and legal interests.