The distinction that determines the company’s options
A company in difficulty may still have resources to meet current debts but face a real and serious threat to future payment capacity. Insolvency concerns insufficient available funds to pay certain, liquidated and due debts. Bankruptcy is a liquidation-focused stage or form of insolvency proceedings, not a synonym for every financial problem.
The balance sheet and accounting result are therefore insufficient. A company with valuable assets may lack liquidity for due obligations. A loss-making company is not insolvent merely for that reason. Assessment starts with cash flow, due dates and resources actually available.
Warning signs calling for early assessment
Repeated collection delays, loss of a major customer, reduced financing or accumulating tax liabilities can rapidly change payment capacity. Management needs a coherent picture of debts, security and essential contracts before assuming further obligations.
Non-payment for more than 60 days after maturity creates the rebuttable presumption of insolvency under Law No. 85/2014. This is not a general consequence-free grace period, nor does it justify seeking insolvency on a claim that fails statutory requirements.
Negotiation and a restructuring agreement
A direct agreement with creditors may change maturities, security or payment structure if the parties consent. Its effects should be documented: participants, included debts, default consequences and whether particular steps are stayed. Opening negotiations does not itself stop enforcement or statutory time limits.
The restructuring agreement under Law No. 85/2014 is a distinct procedure involving a restructuring administrator, voting rules and judicial supervision as prescribed by law. Eligibility, creditor treatment and recovery prospects must be demonstrated.
Preventive composition and temporary protection
Preventive composition proceedings provide a judicial framework for negotiating and implementing restructuring of an eligible company in difficulty. From commencement, the law provides an automatic enforcement stay of up to four months, ending earlier in statutory cases. Wage claims are excluded from the automatic stay and have special requirements.
Judicial extensions or renewals of the stay cannot exceed a cumulative 12 months from commencement. The plan may be implemented over a maximum of 48 months from enforceable court approval, with a possible 12-month extension. At least 10% of affected claims must be paid in the first year. Temporary protection needs credible measures and funding.
When insolvency has already occurred
Preventive procedures address financial difficulty, subject to eligibility conditions; they do not replace an insolvent debtor’s statutory duty to apply to the tribunal. Under the regime effective from 18 December 2025, the general deadline is 45 days from insolvency, with notice to the competent tax authority 15 days before filing. Special rules for certain good-faith negotiations require individual assessment.
Transitional rules apply to proceedings begun before legislative amendments. A solution should be chosen before deadlines, liquidity shortages or loss of creditor support narrow the options.
Useful documents
Murar și Asociații assists companies in assessing their legal position, negotiating with creditors and restructuring or insolvency proceedings. Legal work is coordinated with financial analysis and the insolvency practitioner’s responsibilities.
- Financial statements, recent trial balances and cash-flow forecasts.
- A list of creditors, due dates, security and enforcement proceedings.
- Essential contracts and financing documents.
- Proposed recovery measures and resources needed to implement them.
Useful questions
Does preventive composition stop all company payments?
No. A stay of certain enforcement measures does not extinguish obligations or permit the company to ignore current payments needed to operate.
Can a company with valuable assets be insolvent?
Yes. The legal test concerns cash available to meet due debts; asset value alone does not establish immediate ability to pay.
Legal sources
- Law No. 85 of 25 June 2014 — Article 5(1), points 26² and 29; Articles 6, 15¹–15¹³, 24–25² and 66.
- Law No. 216 of 14 July 2022 — Articles I and VII.
- Law No. 239 of 15 December 2025 — Articles XXIX and XXXII.
This analysis provides general information by reference to the sources and date stated. Advice on a specific situation depends on the documents, applicable law and any transitional rules.