When others may be required to bear a company’s liabilities
The insolvency judge may order persons who contributed to a legal entity’s insolvency through the conduct listed in Article 169 to bear some or all of its liabilities. The amount cannot exceed the loss causally linked to that conduct. A company’s lack of funds or business failure is not, by itself, sufficient for the claim to succeed.
The version applicable from 18 December 2025 expressly includes individuals and legal entities controlling the debtor’s financial or operational decisions, irrespective of their formal position. Their actual role, the relevant period and the decisions concerned must all be examined.
The conduct covered by the law
The law covers, among other matters, using company assets or credit for personal benefit or the benefit of another person, continuing an activity for personal gain when it clearly led to cessation of payments, fictitious accounting, concealment of assets and fictitious increases in liabilities. Certain preferential payments and ruinous financing methods are also covered.
Since December 2025, Article 169(1)(e¹) has expressly addressed certain transfers of assets or a substantial part of an undertaking to a closely connected person. The statutory conditions and intent must be established, including placing assets beyond creditors’ reach. A transaction between affiliated companies does not give rise to liability solely because of that affiliation.
Accounting records and statutory presumptions
Failure to deliver accounting records to the insolvency administrator or liquidator may trigger statutory rebuttable presumptions. In Decision No. 14/2022 on an appeal in the interests of the law, the High Court clarified the consequences of non-delivery following notice. The person concerned should respond with specific evidence, rather than merely denying the allegations.
The amended Article 169 also provides for a presumption of failure to keep lawful accounts where financial statements or tax returns were culpably not filed before proceedings opened. These presumptions can be rebutted. Delivered documents, evidence of communications, actual responsibilities and explanations for any omissions are relevant.
Who may bring a claim and how recoveries are used
The insolvency administrator or liquidator must bring proceedings when the persons responsible are identified. Under the amended Article 169(2), any interested creditor may also bring the claim. It is heard separately in a case associated with the insolvency proceedings.
Recovered amounts form part of the debtor’s estate and are applied under the rules governing reorganisation or bankruptcy. A creditor who brings the claim has no exclusive entitlement to the amount recovered. Protective measures may also be sought, subject to the statutory conditions and security requirements.
Defences, limitation and the law applicable in time
A defence requires examination of the conduct, fault, loss and causal link, including any applicable presumptions. The law provides for circumstances in which recorded opposition within collective management bodies or certain good-faith restructuring payments may exclude liability.
Article 170 provides for a three-year limitation period. Its start is linked to when the person who contributed to insolvency was known or could have been known, and cannot be later than publication of the statutory report in the Insolvency Proceedings Bulletin (BPI). It is not calculated mechanically from closure of the proceedings.
The December 2025 amendments must be read alongside Article XXXII of Law No. 239/2025: as a rule, proceedings commenced earlier remain subject to the previous law, and Article 169 is not among the listed exceptions. A claim in an older case requires examination of its applicable regime before relying on the new rules.
Documents relevant to assessing liability
Murar și Asociații advises creditors and persons facing insolvency liability claims, from evidence assessment through to representation in court.
- The report on the causes of insolvency and the case documents.
- Accounting records and evidence of their delivery.
- Management decisions, individual responsibilities and recorded objections.
- Disputed contracts and payments, asset valuations and relevant correspondence.
Useful questions
Is a shareholder automatically liable for the company’s debts?
No. Shareholder status alone is insufficient. A legal basis, specific conduct and the conditions for liability must be established.
Can there also be consequences for managing other companies?
Yes. The amended Article 169(10) provides for separate restrictions on management and on founding or acquiring control of a new company following a final judgment. The rules applicable in time must be checked.
Legal sources
- Law No. 85 of 25 June 2014 — Articles 169–173; annotation to High Court Decision No. 14/2022, Official Gazette No. 902 of 13 September 2022
- Law No. 239 of 15 December 2025 — Article XXIX, points 47–51; Article 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.