This case study outlines the legal necessity and strategic value of internal auditing for multinational subsidiaries operating in Romania. It explains that companies meeting specific financial thresholds are legally required to maintain an internal audit function under Law 162/2017, with non-compliance risking significant fines and reputational damage. The episode highlights how proper auditing serves as a critical defense against tax deductibility caps on intercompany management fees. By establishing a substance-driven evidence file, firms can protect their profit margins from aggressive fiscal scrutiny. Ultimately, the source advocates for proactive measures like Advance Pricing Agreements to ensure long-term regulatory certainty and financial stability.

INTRO

Thursday, 8:45 AM. Canary Wharf, London. Emma, Regional CFO for Central & Eastern Europe, is on her second coffee, scrolling through overnight emails. The 2025 close looks strong, and the Romanian subsidiary, a "star performer" in the group with a turnover that just crossed €10 million, seems stable.

Then a red subject line hits her inbox from the local team.

In Romania, internal audit can be legally mandatory when the entity is subject to statutory audit (Law 162/2017). And in 2026, HQ management fees face a new deductibility pressure point under Fiscal Code Art. 25¹. Emma doesn’t know it yet, but she’s about to learn how fast these two threads can merge into one crisis...

Understanding the concept of Permanent Establishment, or Permanent Headquarters, or Permanent Office (=ro. Sediu Permanent) and its implications for foreign businesses is crucial for tax compliance and operational efficiency in Romania.

One of the most debated subjects when shareholders start having arguments is the right of access to company documents.

There are times when communication problems between the shareholders of a company turn into disagreements, then escalate into conflict. Reasoning doesn’t help anymore, egos get over-inflated, and the conflict becomes disruptive for the company as a whole. Everything gets amplified, court cases follow, and a business that started with the best intentions ends up at risk.

And here is where the Romanian Companies Law 31/1990 steps in to help: close to the end of the law, in its final provisions, article 283(3) states “La societăţile existente, asociaţii pot modifica actul constitutiv, prevăzând în el documentele la care aceştia urmează să aibă acces [...[”.

This means that the shareholders have a very good instrument at their disposal, to prevent arguments: from the very beginning of the company, they can agree in the Articles of Association the extent and the mutual limits of access to company data and documents. For instance

“offers in 30 days information regarding bank statements”,

or

“in case one shareholder starts another company with the same object of activity, without the approval of the other shareholder(s), then access to information about clients is limited to [...]”.

Call it a safeguard for mutual protection.

Establishing the rules early on, when the company is new, helps prevent disagreements in the future. Also for existing companies, updating their Articles of Association taking into consideration article 283(3) of the Companies Law is recommended.

Therefore, the best way to prevent shareholders from fighting is rooted in an old Romanian saying:

“Socoteala curata, prietenie adevarata”

Transparency and pre-agreed rules between shareholders help navigating the meanders of temporary disagreements before actually reaching a critical point for failure in inter-personal communication.

https://www.piroi.org/post/a-solution-for-shareholders-who-fight-over-access-to-company-documents

The trial balance - or, for short, the “balance” - represents the mirror of my company’s activity. All the operations that I run reach the accounting document called the trial balance. Sooner or later I will need to understand it in detail so that I can better coordinate my business - therefore I can already start by forming an overall impression on the types of information that the balance may offer.

https://www.piroi.org/post/how-to-read-a-romanian-trial-balance

Surprisingly, in the Romanian Tax Code there are no facilities for persons with disabilities who want to start or run a business of their own. Only for the employees with disabilities. Nor at the Romanian Trade Registry for starting a business. Nor in the specific Romanian legislation on people with disabilities.

So, no help for starting a business. Nor for developing it.

Curious if the same is valid throughout the world, I looked at the US and discovered that the situation is totally different: the Small Business Administration SBA is making special loans available to disabled entrepreneurs. There are also other facilities available in the US, such as the Business Development Program, with special training and access to government contracts. There is also a very useful DOBE certification in the US, where DOBE stands for disability-owned business enterprise, defined as a for-profit business that is at least 51% owned, managed and controlled by a person with a disability. According to SBA, with access to capital being one of the main obstacles to business equality, DOBEs receive increased chances for loans and grants.

Coming back closer to Romania, I continued my research to the level of the European Commission, knowing that they are very active in supporting people with disabilities. And indeed, I found valuable information under the heading Employment, Social Affairs and Inclusion, in the European Employment Strategy, which has a chapter on Supporting entrepreneurs, including disabled entrepreneurs. In the next episodes, we’ll look at that into more detail, to see if strategy - and reality - are aligned.

Thank you for listening and, in the meantime, you’re welcome to visit www.mybusinessinromania.com

With the entry into force of the Order of the Ministry of Labor and Social Protection No. 1140 / 2020, starting with July 25, 2020, the beneficiaries have the obligation to keep records of day laborers in the Electronic Register of Day Workers.

Video: https://www.youtube.com/watch?v=Fy-S2GtsDO4

Source: https://www.inspectiamuncii.ro/registrul-electronic-de-evidenta-a-zilierilor

The Ministry of Economy, Energy and Business Environment offers, on request, Emergency Status Certificates to the businesses affected by the COVID-19 pandemic. The request for an Emergency Status Certificate is done on http://prevenire.gov.ro/ and needs to be signed with the electronic signature of the legal representative of the business - or a delegate, holder of an electronic signature.

The Emergency Status Certificates are of two types:

The certificates are used in relation to the public authorities for obtaining facilities - or for trade relationships.

This type of VAT code is for companies from outside Romania - which sell in Romania, via e-commerce/distance sales, above the threshold of EUR 25_000 (RON 118_000)

https://www.piroi.eu/my-business-in-romania/start/tax-details/getting-the-vat-code/the-vat-code-for-e-commerce-distance-sales