Joint and several liability: ANAF Order no. 1.163/2026

In brief

A company’s debt can be claimed from someone else. The National Agency for Fiscal Administration (ANAF), the institution that collects taxes and duties for the state budget, has had since 14 October 2026 a written procedure for shifting a company’s unpaid tax obligations onto its director, a shareholder, a bank that ignored a garnishment order, the person who bought the company’s assets or a company under the same control.
Eleven situations, a single method. The procedure covers every case of joint and several liability under articles 25 and 26 of the Tax Procedure Code and treats them all the same way: the act must be described in concrete terms, bad faith must be proved with corroborated evidence, and the link between the person’s conduct and the money that was never collected must be demonstrated by the tax authority, not assumed.
A hearing is compulsory before the decision. The person concerned is summoned by notification, has the right to see the file, may bring a lawyer and may ask for the hearing to be held by video conference. The hearing must take place no more than 10 working days after the notification is served, and the written statement of position is filed within 5 working days of the hearing.
The decision becomes enforceable before the right to appeal expires. Payment is due by the 5th or by the 20th of the following month, depending on the date of service, while an administrative appeal may be filed within 45 days. For a decision served on 15 October, enforcement can begin on 6 November, 23 days before the appeal deadline closes.
An act more than 12 years old is repealed. The 2014 instructions, built on the previous tax procedure code, go out of force after 4,635 days. The new procedure applies to files already under way as well, with the acts lawfully completed so far left intact.

Act: Order of the President of the National Agency for Fiscal Administration no. 1.163/2026 approving the Procedure for establishing the joint and several liability regulated by the provisions of art. 25 and 26 of Law no. 207/2015 on the Tax Procedure Code
Published: Official Gazette of Romania, Part I, no. 859 of 14 October 2026, page 4, with annexes no. 1-8 in no. 859 bis of 14 October 2026, pages 3-73
In force from: 14 October 2026, the date of publication, since the order does not itself set a later date and an order issued by the head of an authority takes effect upon publication

A director who failed to pay the company’s contributions, a bank through which money left a garnished account and a company that took over the machinery of a failing business for next to nothing can now be made to pay the debt to the state themselves. The mechanism has existed in law since 2015, but the way it is applied was set out in a 2014 act written on the previous tax procedure code. Order no. 1.163/2026, published in the Official Gazette of Romania, Part I, no. 859 of 14 October 2026, replaces it with a procedure of 87 points, eleven chapters and eight annexes, seven of them standard forms, in which every step the tax authority takes has a document with a name and a deadline. For anyone who followed the rules on remote hearings that entered into force in September 2026, the move is recognisable: the state standardises the summons and the record of the discussion, then writes the decision on a form with tick boxes.

Joint and several liability means that the tax authority may claim the whole amount either from the indebted company or from the person declared liable, as it chooses, without splitting the debt between them. It is not a fine and it is not a criminal penalty. It is a transfer of the obligation to pay, on the ground that someone did, or failed to do, something that led to the money not being collected. That is precisely why the practical question is not whether the mechanism is lawful, since it is written into articles 25 and 26 of the Tax Procedure Code, but how hard it is for the tax authority to reach it and how easy it is for the person concerned to mount a defence.

The order was signed on 29 September 2026, four days after the binding opinion of the Ministry of Finance, issued by Letter no. 798.348 of 25 September 2026, and appeared in the Official Gazette of Romania (Monitorul Oficial) 15 days later. The body of the order has seven articles and fits on a single page. The substance, that is the procedure itself and the seven forms, takes up 71 pages in the bis edition published the same day.

What it changes in practice

The first effect is that the list of persons who can be called on to pay becomes explicit, situation by situation. Chapter II covers the cases in which the company does not have to be tax-insolvent: the members of an association without legal personality and the members of a family business, their legal representatives who in bad faith caused the failure to declare or to pay, third parties subject to garnishment, that is the clients, business partners or banks to which the tax authority sent a garnishment order and which did not block or did not transfer the money, the legal representative who declared to the bank in bad faith that the company had no other funds available for wages, and the issuer of a bank letter of guarantee or of a guarantee insurance policy who did not transfer the amount claimed.

Chapter III applies only after a declaration of tax insolvency, that is after the tax authority has established by official report that the company has no seizable assets or income. It covers the person who bought assets from the company in bad faith before it became insolvent, the directors and shareholders who caused the insolvency by disposing of or concealing assets, the director who did not ask the court to open insolvency proceedings although required to do so, the person who in bad faith caused the failure to declare or to pay on the due date, and the person who caused an unwarranted refund or reimbursement from the budget. Chapter IV deals with the persons who in bad faith caused debt to build up and payment to be evaded at a company for which the opening of insolvency proceedings has been requested. Chapter V applies to a legal person that controls the indebted company, is controlled by it or is under common control with it, and that has taken over assets whose book value is at least half of all of its own assets.

The second effect is procedural and has immediate consequences. The file opens with a Report on the initiation of the procedure, endorsed by the head of the department and approved by the head of the enforcement body. Notification and the hearing follow. The person has the right to consult the documents in the file, at the premises of the tax authority, on the date set for the hearing or on another date, may be assisted by a lawyer or a consultant and may be represented by an authorised agent. If the person does not appear, the tax authority issues a second notification with a new date. Absence from the second date closes the stage: the hearing is treated as having taken place, a Note of findings is drawn up and the procedure goes ahead on the documents in the file. A refusal to sign the record of the hearing does not invalidate it, it is merely noted.

The third effect is the one felt in money. The decision establishing joint and several liability is a debt instrument and a tax administrative act, and once the payment deadline has passed it becomes an enforceable title. The payment deadline is the one in article 156 paragraph (1) of the Tax Procedure Code and depends on the day the decision was served: by the 5th of the following month if the date of service falls between the 1st and the 15th of the month, and by the 20th of the following month if it falls between the 16th and the 31st. An administrative appeal is filed with the issuing tax authority within 45 days of service, on pain of forfeiture.

The fourth effect concerns the limits. None of the situations allows an unlimited amount. A third party subject to garnishment is liable only up to the sums withheld from attachment, which may not exceed the amount in the garnishment order, nor what it owed the company, nor the balance remaining in the tax records. The person who bought assets is liable up to the value of the asset acquired. The issuer of the guarantee is liable up to the amount guaranteed and claimed. The person who caused an unwarranted reimbursement is liable up to the amount granted without justification. Where several persons are liable for the same debts, each receives a separate decision, with its own period and its own amount, and a payment made by one reduces accordingly the sums entered in the records of the others.

The fifth effect is the least visible and the most uncomfortable: precautionary measures, that is the preventive freezing of accounts and assets, may be ordered at any point in the procedure, including before the hearing, if there is a danger that the person will conceal or dissipate their assets. So a person who has not yet been heard, and against whom no decision exists, can already have their accounts frozen.

What has changed compared with the previous situation

Until 14 October 2026, the applicable procedure was the one in Order of the President of the National Agency for Fiscal Administration no. 127/2014, published in the Official Gazette of Romania, Part I, no. 85 of 4 February 2014. That act described the application of articles 27 and 28 of Government Ordinance no. 92/2003, the previous tax procedure code. Order no. 1.163/2026 repeals it and puts in its place a procedure built on articles 25 and 26 of the current code. Between the publication of the 2014 instructions and their repeal, 4,635 days went by, that is 12 years and eight months.

The first substantive change is the burden of proof, written this time into every chapter instead of being left to interpretation. For each situation the text repeats that the enforcement body „has the obligation to demonstrate the existence of the causal link” and lists what has to be proved: that the person had duties in the activity that generated the debt, that they knew about the obligations falling due, that they ordered or allowed the money to be used for other purposes, that they failed to act although they could have. On top of that, the procedure says explicitly that the elements taken into account for bad faith „do not constitute, in themselves, absolute presumptions of liability”, but are analysed together with the file, the facts of the case, the relevant period and the person’s duties. It is a sentence that will be cited against the issuer in litigation.

The second change is the remote hearing. A person registered in the Virtual Private Space, the online platform through which taxpayers communicate electronically with the tax authority, may ask for the hearing to be held through the MF-ANAF video conference system, under the conditions of Order of the President of the National Agency for Fiscal Administration no. 705/2026. The session is recorded, statements are taken down by an electronic transcription system, and the minutes reach the person through the Virtual Private Space. The 2014 act had nothing of the kind.

The third change is the paperwork. Eight annexes, of which seven are forms: two reports, one for opening and one for closing the procedure, the notification of summons, the note of findings for non-appearance, the record of the hearing with fields for questions and answers, the liability report and the decision. The decision carries a list of tick boxes, one for each ground in article 25, and immediately after the list comes a note that deserves to be read by both sides: ticking the legal ground „does not replace the obligation of the central tax authority to give specific reasons for this decision”.

The fourth change is the list of information sources. The procedure refers expressly to e-Factura and to SAF-T, the informative return through which companies send the tax authority detailed accounting data, to the findings of tax inspection and of the anti-fraud directorate, to the reports of the judicial administrator, to the land register, to the National Trade Register Office, to the Central Depository, and to the records of vehicles, vessels and aircraft. In 2026, a joint and several liability file is built from database queries, not from requests on paper.

The fifth change is one of absence, and it is explained nowhere in the act. Chapter V deals only with letter a) of article 25 paragraph (3), that is the transfer of assets between companies in a control relationship. Letters b) and c) of the same paragraph, which concerned relations with at least half of the clients, suppliers or employees of the indebted company, are missing. The reason lies in Decision of the Constitutional Court no. 49 of 18 February 2025, published in the Official Gazette of Romania no. 237 of 18 March 2025, by which the two letters were declared unconstitutional because they did not set out the criteria for establishing the conditions, and ceased to produce effects on 2 May 2025, 45 days after publication, without the legislature bringing them into line with the Constitution. The procedure is right not to regulate them. The problem is that a reader who does not know the decision will think the two grounds were simply forgotten.

The sixth change is transitional and takes effect immediately on open files. Article 4 of the order says that its provisions apply to procedures under way on the date it enters into force as well, with due regard for the procedural acts lawfully completed earlier and without affecting the legal effects already produced. A file opened in September 2026 therefore continues under the new rules, but a hearing already held is not repeated.

Advantages and disadvantages

What it improves

The obligation to prove the causal link is written into every chapter, with the exact list of the elements that have to be demonstrated. A decision that skips steps now has a clear text to be contradicted with.
The wording under which the elements of bad faith are not absolute presumptions of liability moves the discussion onto concrete evidence and onto the period in which the person actually held the capacity in question.
The hearing is compulsory before the decision is issued, with access to the file, with the right to be assisted by a lawyer or a consultant and with the right to file a written statement of position within 5 working days of the hearing.
The hearing by MF-ANAF video conference, recorded and with the minutes served through the Virtual Private Space, saves the journey and leaves a verifiable trace of what was said.
Each ground has a ceiling of its own: the value of the asset acquired, the amount in the garnishment order, the amount guaranteed, the amount unduly reimbursed. Liability cannot exceed any of them.
Where several persons are liable, each receives a separate decision, with its own amount and period, and pursuit stops as soon as the company’s debt has been settled in full.
The note in the decision form, under which ticking the box does not replace specific reasoning, is a ready argument of unlawfulness against decisions written to a template.

What remains a problem

Enforcement can begin before the appeal deadline closes. For a decision served on 15 October 2026, payment is due on 5 November, so the act becomes enforceable on 6 November, while an appeal can still be filed until 29 November. That leaves a window of 23 days in which an act still open to administrative challenge is being enforced.
Liability under chapter IV can be established in relation to a company „for which the opening of insolvency proceedings has been requested”, while the court’s ruling appears in the list of checks only „if it has been handed down”. So a mere insolvency petition, which may later be dismissed, is enough as a starting point.
The option for a video conference has to be exercised within 2 working days of service of the notification, on pain of forfeiture, even though the hearing may be scheduled 10 working days out. Anyone who opens the notification on the third day loses a possibility they still had a week to use.
The person has 5 working days to write their defence, while the administration gives itself 2 working days to forward that defence to the competent department and a further 5 working days for that department to formulate an opinion. Seven working days to comment on a document written in five.
All the catalogues of bad faith are open-ended, with the formula „without being limited to these” and a final letter of the „any other circumstances” type. The list does not constrain the tax authority, it only guides it.
For concealed assets, the value is set by the tax authority through a comparative „indicative value”, according to the information available on the date of the finding. In that case the amount a person is liable for depends on a valuation carried out by the very body that collects it.
The hearing date may be postponed „on justified grounds, with the approval of the head of the central tax authority”, with no criteria and no deadline for a reply. A right that depends on an unregulated approval is half a right.
When one person pays, the tax authority that administers the company’s debt must be informed within 10 days, while the next step, informing the other liable persons, has no deadline at all. The risk of being enforced against for an amount the state has already collected remains open.

Practical advice

Note the date the notification was served and work out three deadlines from it straight away: 2 working days to ask for a hearing by video conference, at most 10 working days until the hearing, 5 working days from the hearing for the written statement of position. The first of them is the easiest to lose, because it is the shortest.
Ask in writing to consult the file before the hearing or on the date of the hearing. It is the only moment when you see the Report on the initiation of the procedure, the document that says what act is held against you and for what amounts, before the decision is written.
Prepare two categories of documents, because almost every chapter rests on them: evidence of the exact period in which you held the capacity invoked, taken from the trade register, and evidence of the money available on the due dates in question, that is bank statements, the cash register, account sheets. If the company had nothing to pay with on the due date, the causal link breaks.
If you do not attend the hearing, file the written statement of position anyway. The note of findings for non-appearance expressly records whether or not a statement of position was submitted, and its absence leaves the file with the tax authority’s version alone.
Check in the decision whether the fields in the section on the reasons of fact and of law are filled in, and not only the ticked box. The form calls for a description of the act, the capacity and the period, the elements of bad faith, the causal link and the documents. An empty field is a failure to give reasons, not a drafting slip.
Do not wait for the payment deadline to pass before deciding whether you will appeal. The appeal has 45 days, but enforcement can start the day after the payment deadline, and frozen accounts are harder to unfreeze than to avoid.
If you pay and you know that other persons are liable for the same debts, ask the tax authority for written confirmation that the debt has been settled and send it to the others yourself. The procedure sets no deadline for informing them.

Frequently asked questions

Can I be held liable for the company’s debts simply because I was a director?

No. The capacity alone is not enough in any of the cases in the procedure, with one exception: the members of an association without legal personality and the members of a family business, where the act consists precisely in taking part in that form of organisation, if its obligations were not paid on the due date. In every other situation the tax authority has to show the specific act, the bad faith and the link between your conduct and the money that was never recovered, and the period in which you held the capacity in question also limits the amounts.

Does the company have to be tax-insolvent or in insolvency proceedings for the debt to be claimed from me?

It depends on the ground. For shareholders, legal representatives of associations, third parties subject to garnishment, banks and issuers of guarantees, no: these situations apply whatever the state of the company. For the cases in chapter III, yes, a declaration of tax insolvency by official report of the tax authority is needed. For chapter IV it is enough that the opening of insolvency proceedings has been requested, and for chapter V the company must be declared tax-insolvent or be in insolvency proceedings.

What happens if I do not attend the hearing?

You receive a second notification, with a new date. If you do not attend the second date either, the hearing is treated as having taken place, the tax enforcement officer draws up a Note of findings and the procedure continues on the basis of the documents in the file. An express refusal to attend has the same effect, including one sent through the Virtual Private Space. Neither failure to attend nor a refusal to sign the record stops the decision from being issued.

By when does the amount in the decision have to be paid?

By the 5th of the following month if the decision was served on you between the 1st and the 15th of the month, and by the 20th of the following month if it was served between the 16th and the 31st. The difference is large: a decision served on 15 October 2026 falls due on 5 November, so in 21 days, while one served on 16 October falls due on 20 November, so in 35 days. One day’s difference in service shifts the deadline by two weeks.

Does an appeal stop enforcement?

No provision of the procedure suspends enforcement while an appeal is pending. The decision becomes an enforceable title once the payment deadline has passed, and the tax authority that administers your obligations may begin enforcement from that moment. The appeal is filed separately, within 45 days of service, with the tax authority that issued the decision, and the rulings given on the appeal may be challenged later before the administrative court.

Can more be claimed from me than I received or than I withheld?

No. Each ground has a ceiling of its own, and the procedure lists them. A third party subject to garnishment is liable up to the sums withheld from attachment, without exceeding the amount in the garnishment order, the amount it owed the company and the balance remaining in the tax records. A buyer of assets is liable up to the value of the asset. The issuer of the guarantee is liable up to the amount guaranteed and claimed. In every case the upper limit is the balance of the company’s debts on the date the decision is issued.

My file began before 14 October 2026. Which rules apply?

The new ones, for the steps that follow. Article 4 of the order provides that the procedure applies to files under way as well, with due regard for the procedural acts already lawfully completed and without affecting the legal effects produced. In practice, a hearing properly held before that date is not held again, but the documents that follow are drawn up on the new templates.

Can my accounts be frozen before I receive the decision?

Yes. The procedure allows precautionary measures to be ordered over the assets of the person concerned at any point in the procedure, if there is a danger that they will evade payment, conceal or dissipate their assets and so jeopardise collection. They are lifted when the grounds that justified them cease to apply.

Errors and inconsistencies in the published text

Annex no. 1, point 14.1 letter d), against the corresponding box in annex no. 8. The same situation of the bank is described with the conduct reversed in the two places. The procedure says that liability is established if the credit institutions „nu au procedat la decontarea documentelor de plată primite, respectiv la debitarea conturilor debitorilor și au acceptat alte plăți” out of the accounts after they were frozen, that is if they did not settle the payment documents received and did not debit the debtors’ accounts, and accepted other payments. The box in the decision describes exactly the opposite, a credit institution that „a procedat la decontarea documentelor de plată primite” and „a acceptat alte plăți”, that did settle the payment documents received and did accept other payments. The first wording puts to the bank’s account precisely the conduct of compliance, since not carrying out the settlements is what the garnishment order requires of it, while the second describes the breach. As both relate to the same ground, art. 25 para. (1) letter b), it cannot be established from the act which conduct gives rise to liability. Letter f) of the same point, built on the affirmative structure, confirms that the version in the procedure is the deviant one.
Annex no. 4, the model notification, against annex no. 1, points 44 and 49. The form lays down a forfeiture deadline that does not exist in the procedure: the option for a hearing by video conference „se exercită prin intermediul Spațiului Privat Virtual, în termen de 2 zile lucrătoare de la data comunicării prezentei notificări, sub sancțiunea decăderii”, that is it is exercised through the Virtual Private Space within two working days of the date this notification is served, on pain of forfeiture. The procedure, at both points that deal with this possibility, speaks only of the mention of the option, with no deadline and no sanction. A reader acting in good faith may conclude either that the option can be exercised up to the date of the hearing or that it is lost after two working days, and the difference decides whether the hearing is held at the premises or online.
Annex no. 1, point 50, against annex no. 4, the paragraph on postponing the hearing. Postponement of the hearing date has two incompatible regimes. The procedure ties it to „motive justificate”, justified grounds, and to the approval of the head of the central tax authority, with no ceiling on the length and with no request from the person. The form makes it conditional on a written request filed by the date initially set, accompanied by reasons and supporting documents, and caps it at „nu mai târziu de 10 zile lucrătoare”, no later than ten working days. It cannot be established who triggers the postponement, nor how long it may last, nor whether a request filed on the day of the hearing is still in time.

Editorial analysis

In substance the order is better than the act it replaces, and that deserves to be said plainly. The 2014 act described an administrative procedure, this one describes a body of proof. Each of the five substantive chapters contains the same triad, the act, bad faith, the causal link, with lists of what has to be proved and of the documents required. The sentence in point 11 letter g), under which the elements of bad faith „do not constitute, in themselves, absolute presumptions of liability”, and the note in annex no. 8, under which ticking the box does not replace specific reasoning, are two self-limitations the issuer has put in writing. In litigation they will be cited against the National Agency for Fiscal Administration more often than in its favour, and that is the mark of an act written with the court in mind.

What does not show when you read the act from end to end is the way the deadlines stack on top of one another. Putting points 73, 74, 77 and 84 together, a decision served on 15 October 2026 has a payment deadline of 5 November, becomes an enforceable title on 6 November and can be challenged administratively until 29 November. That leaves a window of 23 days in which the state enforces an act that its addressee can still challenge before the body that issued it, with the procedure providing for no suspension whatsoever. The asymmetry repeats on a small scale inside the hearing: the person has 5 working days to write their defence, while the administration reserves 2 working days to forward it to the competent department and 5 working days for that department to comment on it. Seven working days of internal analysis for a document the addressee of the rule had five days to produce, a ratio of 1.4 to 1 in the issuer’s favour.

The second observation that requires two provisions to be set side by side concerns the moment at which the procedure can start. Chapter IV applies to a company „pentru care s-a solicitat deschiderea procedurii insolvenței”, for which the opening of insolvency proceedings has been requested, while point 29 letter b) places the court’s ruling in the list of checks with the words „dacă aceasta a fost pronunțată”, if it has been handed down. Taken together, the two mean that a decision establishing joint and several liability, that is a debt instrument in the name of an individual, can be issued on the basis of an insolvency petition that has not yet passed the filter of a judge and that may be dismissed. Nowhere does the act say what happens to the decision if the petition is dismissed. Point 82 lists the cases in which pursuit ceases, and dismissal of the insolvency petition is not among them.

The comparison with the repealed act also reveals a problem of legislative hygiene rather than of substance. The 2014 instructions stayed in force for 4,635 days, most of that time after the code they were built on, Government Ordinance no. 92/2003, had been replaced. An act that describes the application of articles from a code which no longer exists does not produce theoretical confusion, it produces files built on a text nobody cites in court any more. In the new act the traces of haste are small, but they are there: at point 20.5 the list of the elements of bad faith goes from letter e) straight to letter h), checked in the bis edition at page 23, so two letters are missing, at point 65 letter c) a word appears run together, „răspunderea solidarăti”, and chapter V nowhere says why it deals only with letter a) of art. 25 para. (3), although the explanation, Decision of the Constitutional Court no. 49/2025 and the cessation of effects of letters b) and c) on 2 May 2025, is exact and would have fitted into a two-line note.

What should be changed

Rewriting point 14.1 letter d) in the affirmative form used in annex no. 8, so that it describes the breach and not compliance. Without that, any decision issued on this ground starts with an internal contradiction that the defence will raise before any discussion of the facts.
Moving the deadline of 2 working days for the video conference option out of the form and into the procedure, with a clear moment from which it runs, or removing the forfeiture sanction. A procedural right that is lost on the basis of a form template is a right the taxpayer cannot read in the procedure.
Unifying the regime for postponing the hearing: a single provision, saying who asks, by when, with what ceiling and within what time a reply arrives. As things stand, the person does not know whether their request depends on their own diligence or on an internal approval.
Suspension of enforcement by operation of law until the appeal deadline of 45 days expires, or alignment of the two deadlines. The state loses nothing by waiting, since precautionary measures remain available at any point in the procedure, while the person gains the right to be heard before their accounts are frozen.
Adding to point 82 the final dismissal of the petition to open insolvency proceedings, as a ground for ending pursuit for decisions issued under chapter IV, together with an obligation to annul the decision in that case.
Setting a deadline for the notice provided for in point 80, by which the company’s tax authority informs the tax authorities of the other liable persons about the sums settled. The 10 days in point 78 letter b) cover only the first link in the chain, the second has no deadline, and in between an amount the state has already collected can be enforced.
A note in chapter V stating that letters b) and c) of art. 25 para. (3) no longer produce effects, and why. It costs two lines and spares tax enforcement officers the question of whether they are allowed to use them.

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. 859 of 14 October 2026, page 4, with annexes no. 1-8 in no. 859 bis of 14 October 2026, pages 3-73 16 pages PDF, 100 KB the act starts on page 4

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The other editions cited: nr. 859 bis/2026

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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.