What a company may achieve through negotiation
A company may ask its bank or non-bank financial institution to change the repayment schedule, grant a grace period, adjust financial terms or restructure security. These arrangements depend on the lender’s agreement and the applicable legal conditions. The company’s request does not itself amend the contract or create a general right to a debt reduction.
Negotiations should be prepared before liquidity shortages turn a manageable problem into a standstill. A credible proposal explains the source of the financial pressure, the measures already taken and the resources that will support revised payments.
What to check in the loan agreement
The review begins with payment obligations and the events that may permit acceleration. Relevant provisions include financial covenants, information obligations, restrictions on further borrowing, dividend distributions and asset disposals, and the consequences of default under other contracts.
The loan agreement, amendments and security documents should be read together. Rescheduling may require guarantor consent or updated formalities. Where financing involves several group companies or foreign lenders, applicable law, internal approvals and coordination between agreements may be decisive.
Preparing a restructuring proposal
A revised repayment schedule should be supported by verifiable receipts and a forecast that includes operating costs, tax liabilities and other debts. Deferring instalments without improving payment capacity may simply move the difficulty to a larger future payment.
The proposal may combine shareholder contributions, disposals of non-essential assets, debt recovery and cost reviews. Each measure should be assessed legally and financially. Asset transfers, additional security and payments to particular persons require separate scrutiny where financial difficulty or an insolvency risk exists.
Does negotiation stop enforcement?
No, unless an agreement or legal rule provides otherwise. Loan and security agreements entered into by credit institutions and non-bank financial institutions constitute enforceable titles under the relevant special legislation. Exchanging proposals should therefore not be confused with a suspension of recovery action.
If the parties agree a period during which the lender will not commence or continue specified measures, the agreement should define its duration, conditions, ongoing obligations and consequences of breach. Clear terms allow the company to organise its activities and the creditor to monitor compliance.
When hardship may be relevant
Article 1271 of the Civil Code permits a contract to be adapted or terminated, under strict conditions, where an exceptional change in circumstances makes performance excessively onerous. Increased costs or reduced revenue are not sufficient on their own.
The assessment considers when the change occurred, whether it was reasonably unforeseeable, the allocation of risk and prior attempts to negotiate in good faith. The legal regime and contract date matter. Consumer protections should not automatically be applied to a company borrowing for its business.
The link with preventive restructuring and insolvency
Where the difficulty extends beyond a single financing relationship, it may be necessary to coordinate relevant creditors or assess a restructuring agreement or preventive composition procedure. These procedures have their own requirements and cannot be replaced by an amendment to a bank loan.
Where insolvency already exists, negotiations do not indefinitely suspend the obligation to apply to the tribunal. The deadlines and exceptions under Law No. 85/2014 must be considered alongside commercial discussions. Management decisions should address both business continuity and compliance with legal duties.
Documents for an initial assessment
Murar și Asociații advises companies on financing negotiations, security reviews and disputes with banks and non-bank lenders. Our assistance reflects the business structure and any international aspects of the financing.
- Loan agreements, amendments, security documents and notices.
- Outstanding balances, due dates and financing costs.
- Cash flow forecasts and a schedule of the company’s other obligations.
- The repayment proposal and required corporate approvals.
Useful questions
Must the bank accept the proposed repayment schedule?
There is no general obligation to accept every proposal. The outcome depends on the contract, legal framework and agreement between the parties.
Does signing a rescheduling agreement automatically release security?
No. The effect on security depends on the agreement, required consents and legal formalities. These matters should be addressed expressly.
Legal sources
- Civil Code — Law No. 287/2009, consolidated version — Articles 1270–1271; provisions reconfirmed against the official consolidated text on 14 September 2026
- Government Emergency Ordinance No. 99 of 6 December 2006 — Article 120
- Law No. 93 of 8 April 2009 — Article 52(1)
- Law No. 85 of 25 June 2014 — Articles 6, 15¹–15¹³, 16–37¹, 66 and 169
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.