In brief

  • The Constitutional Court dismissed the President’s objection and upheld the law that exempts representation, transport, per diem and accommodation expenses of administrators and directors of publicly traded state companies from the capped “benefits” category, when strictly incurred for exercising their mandate.
  • The decision is not unanimous in terms of the institutions’ positions: the Government itself argued the law was unconstitutional, believing it opens the door to uncontrolled public spending, but the Court rejected that argument.
  • The Court held that AMEPIP (the Agency for Monitoring and Evaluating the Performance of Public Enterprises) retains its oversight power over these expenses regardless of how they are classified.
Act: Decision CCR No. 531/2026
Published: Official Gazette of Romania (Monitorul Oficial) No. 642 of 4 August 2026
Delivered: 27 May 2026

The Constitutional Court dismissed, as unfounded, the unconstitutionality objection raised by the President of Romania against the law approving Government Emergency Ordinance No. 73/2018, which was supplemented with a new rule on mandate expenses for the management of publicly traded state companies. Decision No. 531/2026, published in Official Gazette of Romania No. 642 of 4 August 2026, confirms the constitutionality of a provision that removes representation, transport, per diem and accommodation expenses, made strictly for exercising the mandate, from the “benefits” category capped at two gross monthly allowances per year, treating them instead as ordinary expense reimbursements.

The reviewed law amends Article 39 of Government Emergency Ordinance No. 109/2011 on corporate governance of public enterprises, introducing a new paragraph (5): for administrators and directors (unitary system) or supervisory board and management board members (dual system) of publicly traded state companies, representation, transport, per diem and accommodation expenses made for exercising the mandate no longer fall under legally capped “benefits or advantages”, but are treated as ordinary expense reimbursements.

What it changes in practice

For administrators, directors, and supervisory/management board members of publicly traded state companies, representation, transport, per diem and accommodation expenses, as long as strictly tied to exercising the mandate, no longer count towards the cap of two gross monthly allowances per year of mandate for “benefits”. They are reimbursed separately, like any other mandate expense.

The Court stressed, however, that this reclassification does not mean a lack of oversight: AMEPIP continues to monitor these companies’ remuneration policy, and the expenses remain subject to legal reimbursement conditions, including publication on the company’s website, separately from “other benefits”, under Article 51(1)(l) of Emergency Ordinance No. 109/2011.

What has changed compared with the previous situation

  • A distinct expense category is created for the management of publicly traded state companies: representation, transport, per diem and accommodation expenses “made for exercising the mandate” are no longer capped “benefits” but separate reimbursements.
  • The law remains unchanged after the Constitutional Court’s review: the Court dismissed both the procedural challenges (breach of bicameralism, as the amendment only appeared at the decision-making chamber, 7 years after the Senate vote) and the substantive challenges (protection of the state’s economic interests).
  • The bicameralism case law is clarified: the Court held that an amendment introduced only in the decision-making chamber does not breach the bicameralism principle as long as it preserves the law’s original purpose and concept, even if it appears many years after the first chamber’s vote.

Advantages and disadvantages

What it improves

  • Clarifies the legal regime of mandate expenses for the management of publicly traded state companies, clearly separating operational expenses (transport, per diem, representation, accommodation) from actual financial benefits.
  • Maintains, according to the Court, AMEPIP’s oversight of all these expenses regardless of classification, through existing reporting and monitoring obligations.
  • Provides legal predictability to managers of these companies, removing ambiguity about how operational expenses are classified.

What remains a problem

  • The Government itself argued in this case that the law opens the door to “uncontrolled and unjustified” spending of public money, an argument the Court rejected, but which remains a signal of concern about transparency in state company spending.
  • The phrase “made for exercising the mandate”, which delimits the new expense category, remains a criterion that is difficult to quantify objectively, as the President pointed out in the rejected objection.
  • The decision does not eliminate the risk of differing interpretations, from one company to another, of what falls within the scope of expenses “for exercising the mandate”.

Practical advice

  1. If you manage or work in the leadership of a publicly traded state company, check how the new rule in Article 39(5) of Emergency Ordinance No. 109/2011 applies to your mandate contract and the AMEPIP framework regulation.
  2. For transparency purposes, note that reimbursements for representation, transport, per diem and accommodation expenses must be published separately from “other benefits” on the company’s website, under Article 51(1)(l) of the same ordinance.
  3. If you are a shareholder or a member of the public interested in a state company’s corporate governance, you can check these public disclosures to distinguish reimbursements from capped benefits.
  4. The law enters into force after promulgation, following this decision; check its separate promulgation and publication date in the Official Gazette of Romania for its actual application.

Frequently asked questions

What did the Constitutional Court decide through Decision No. 531/2026?
It dismissed, as unfounded, the President’s unconstitutionality objection and found that the law approving Government Emergency Ordinance No. 73/2018, which exempts certain mandate expenses of publicly traded state companies’ management from the capped “benefits” category, is constitutional.
Which expenses are covered by the new rule?
Representation, transport, per diem and accommodation expenses of administrators and directors (unitary system), or of supervisory and management board members (dual system), in publicly traded state companies, if strictly made for exercising the mandate.
Why did the Government consider the law unconstitutional, while the Court rejected that view?
The Government argued that removing these expenses from the capped “benefits” category would allow uncontrolled spending of public money. The Court held, however, that AMEPIP retains monitoring and oversight authority over all these expenses regardless of classification, so they do not become unlimited or unsupervised merely through reclassification.
Was the bicameralism principle breached, given the amendment only appeared in the Chamber of Deputies, years after the Senate vote?
No, according to the Court. The amendment introduced by the decision-making chamber (the Chamber of Deputies) preserves the original purpose and concept of the law adopted by the Senate, which, under the Court’s settled case law, does not amount to a breach of the bicameralism principle, even if it occurred several years later.
Is the decision final?
Yes. Under Article 147(4) of the Constitution, Constitutional Court decisions are final and generally binding from the date of publication in the Official Gazette of Romania.

Original text of the legal act

The text below is reproduced in Romanian, the official form of publication.

The full text, as published in the Official Gazette of Romania

Official Gazette of Romania no. 642 of 4 August 2026 16 pages PDF, 131 KB the act starts on page 10

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This article is for informational purposes only and does not constitute legal advice. For specific situations, consult a licensed attorney or tax advisor.