Corporate criminal liability is a critical legal issue in Romania, particularly as regulatory scrutiny increases across industries. Romanian law allows for companies—not just individuals—to be held criminally liable for offences committed in their interest or on their behalf. This article explains when and how corporate criminal liability applies in Romania, and what legal strategies businesses can adopt to prevent exposure and respond effectively when risk arises.
Corporate criminal liability under Romanian law
According to Article 135 of Romania’s Criminal Code, legal entities (except the state and public authorities) can be held criminally responsible for offences committed by representatives, employees, or agents if the act was carried out in the company’s interest or to its benefit.
The criminal liability of a company is separate from the liability of the individual who physically committed the act. Companies can be held liable for a wide range of offences, including fraud, tax evasion, bribery, environmental harm, money laundering failures, competition law violations, and, in some circumstances, data protection breaches.
Romanian prosecutors assess not only whether a crime occurred, but also the context in which it happened—specifically whether it was the result of corporate culture, systemic negligence, or a lack of internal oversight.
Criminal investigations in Romania: how prosecutors assess corporate liability
When determining whether a company should face criminal charges, Romanian prosecutors examine the benefit the company derived from the act, the degree of awareness or involvement by senior management, and the existence of effective internal controls. Even if executives did not directly authorise the act, companies may be liable if their policies, procedures, or lack of supervision allowed the offence to take place.
A history of compliance, cooperation during the investigation, and evidence that the company took reasonable steps to prevent unlawful behaviour may help mitigate the severity of enforcement action or penalties.
Corporate compliance in Romania: internal frameworks to reduce criminal liability
Minimising corporate criminal liability in Romania requires more than a formal compliance policy—it demands a fully integrated and proactive risk management culture. At the core of this approach lies a structured compliance framework, built on documented internal procedures, ongoing employee training, clear escalation protocols, and protected whistleblower reporting mechanisms. Companies should establish a dedicated compliance officer or department with the authority to conduct internal investigations, monitor risk exposure, and ensure regulatory alignment.
Particular attention is required in high-risk sectors such as financial services, construction, gambling, and pharmaceuticals, where exposure to bribery, money laundering, and procurement fraud is significantly higher. In these industries, businesses must implement enhanced due diligence procedures, monitor high-value transactions, and maintain up-to-date AML policies aligned with Romanian and EU standards. Regular risk assessments and stress testing of controls further strengthen a company’s ability to detect and prevent misconduct before it triggers criminal liability or regulatory enforcement.
The importance of corporate criminal risk audits
Regular corporate compliance audits are essential to identify legal vulnerabilities across business operations. These assessments verify whether internal procedures meet Romanian legal requirements and can proactively detect compliance gaps before they escalate into legal incidents.
A thorough audit should also include third-party risk assessments—especially in dealings with contractors, consultants, or agents. Under Romanian criminal law, prosecutors frequently scrutinise corporate partnerships when suspicious or illicit activity is suspected, making third-party due diligence a critical component of effective risk mitigation.
Legal steps for companies
If a company becomes the target of a criminal investigation in Romania, immediate legal consultation is essential. Legal counsel can help the company understand its rights, obligations, and risks. One of the first steps is to preserve all relevant documentation and avoid any destruction or alteration of evidence. The company should consider conducting an internal investigation in parallel to determine what happened, who was involved, and what measures must be taken to correct the issue.
Authorities expect companies to cooperate, but this cooperation must be balanced with a careful legal defence strategy. Communications with employees, stakeholders, and the public should be managed with caution, and any engagement with prosecutors should be led by experienced white-collar defence counsel.
Defence strategies
Romanian law provides several possible defences for companies accused of criminal wrongdoing. A company may argue that it received no benefit from the alleged offence or that it had robust compliance policies in place aimed at preventing such behaviour. It may also demonstrate that the act was committed entirely outside the company’s control and without the knowledge or complicity of its management.
Procedural defences are also relevant. If the evidence was improperly gathered, or if the investigation violated the rights of the company or its employees, the case may be weakened. Courts may also take mitigating factors into account, such as voluntary restitution of damages or corrective measures implemented by the company.
How Romanian companies can prevent corporate criminal liability through compliance culture
In Romania’s increasingly complex regulatory environment, companies must take a proactive and preventive stance on corporate criminal liability. Effective risk management starts with fostering a culture of compliance—anchored in clearly defined policies, ongoing employee training, and strong internal governance.
Addressing potential criminal exposure—whether through routine compliance audits or responding to external investigations—requires a structured strategy based on legal expertise and timely decision-making. Businesses that invest in preventive frameworks and seek specialised legal support are far better positioned to safeguard their operations, reputation, and long-term viability against the growing risks of corporate criminal prosecution.