In brief
- Law No. 172/2026 approves, with an addition, a 2018 emergency ordinance that had long remained only in draft form: representation, transport, per diem and accommodation expenses of directors and managers in publicly traded state enterprises are no longer treated as personal “benefits or advantages”, if incurred for carrying out their mandate.
- The rule applies only to public enterprises whose shares are admitted to trading (such as state companies listed on the Bucharest Stock Exchange), not to all public enterprises.
- Who is affected: directors, managers, supervisory board members and management board members in publicly traded state enterprises, whose mandate expenses now get a clear legal status.
Published: Official Gazette of Romania (Monitorul Oficial) No. 648 of 5 August 2026
In force from: 8 August 2026
Law No. 172/2026 finally settles a technical detail left unresolved for eight years: representation, transport, per diem and accommodation expenses of the leadership of publicly traded state enterprises, incurred for carrying out their mandate, are no longer classified as personal benefits or advantages. The law approves, with an addition, Government Emergency Ordinance No. 73/2018, an act that amended the corporate-governance framework for public enterprises under Government Emergency Ordinance No. 109/2011, the same framework law that, for example, underlies the rules for district-heating operators with public-enterprise status.
The text is short and technical: GEO No. 109/2011 on the corporate governance of public enterprises regulates, among other things, what benefits and advantages directors and managers of such companies may receive, with strict limits, to avoid hidden remuneration. The problem solved by the addition introduced now: without an explicit exception, normal mandate expenses (travel, accommodation for business meetings, per diem) risked being formally classified as “benefits”, with tax and compliance implications for listed companies, where reporting rules are stricter than for the rest of public enterprises.
Law No. 172/2026 does not amend GEO No. 109/2011 directly, but approves GEO No. 73/2018, which in turn amends GEO No. 109/2011. In practice, Parliament finalises a chain of legislative acts started eight years ago, definitively clarifying the status of these expenses for directors and managers of publicly traded state enterprises.
What it changes in practice
For directors, managers, supervisory board members and management board members of public enterprises whose shares are traded on the stock exchange, the law brings legal clarity: representation, transport, per diem and accommodation expenses incurred for carrying out their mandate can no longer be challenged or reclassified as hidden personal benefits.
For listed state companies, the rule reduces the risk of divergent interpretation by auditors or capital-market regulators regarding how these expenses are reported in financial statements and corporate-governance reports.
For the rest of public enterprises, those whose shares are not traded on the stock exchange, the law does not change anything directly; the rule applies explicitly only to listed ones.
What has changed compared with the previous situation
- New, explicit exception: representation, transport, per diem and accommodation expenses of the leadership, incurred for carrying out their mandate, no longer fall under the benefits and advantages rules of Article 39 (2) and (4) of GEO No. 109/2011.
- Application limited to listed companies: the rule concerns exclusively public enterprises whose shares are admitted to trading, not the entire category of public enterprises.
- Completion of a legislative process started in 2018: GEO No. 73/2018 has finally been approved by Parliament, with an addition, eight years after it was adopted by the Government.
Advantages and disadvantages
What it improves
- Legal clarity for directors and managers of listed state companies regarding normal mandate expenses.
- Reduced risk of divergent interpretation by auditors or capital-market regulators.
- Alignment with the practice at listed private companies, where such mandate expenses are generally treated similarly.
What remains a problem
- The rule remains limited to publicly traded state enterprises, without explicitly clarifying the situation of unlisted ones, where practice could remain uneven.
- The law does not define a cap or a clear methodology for what counts as “normal” representation, transport, per diem and accommodation expenses, leaving room for interpretation at each company’s level.
Practical advice
- If you are a director or manager at a publicly traded state enterprise: check with your legal department whether internal policies for reimbursing mandate expenses are aligned with the new statutory exception.
- If you work in the finance or audit department of such a company: update the reporting procedures for leadership’s representation, transport, per diem and accommodation expenses, taking the new legal clarification into account.
- If you manage an unlisted public enterprise: note that the rule introduced by this law does not automatically apply to your company, check the applicable regime separately.
Frequently asked questions
What exactly does Law No. 172/2026 change?
Who does the new rule apply to?
What is GEO No. 109/2011?
Why did approving GEO No. 73/2018 take eight years?
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. 648 of 5 August 2026 8 pages PDF, 84 KB the act starts on page 7
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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.