√ Introduction of the concept of “person closely related to the debtor” and of the specific obligations applicable thereto
√ Stricter conditions for insolvency prevention procedures
√ New provisions on liability for entering into insolvency
√ Concrete measures aimed at reducing the duration of the procedure and preventing its misuse by debtors
On Monday, 15 December 2025, Law no. 239/2025 on the establishment of certain measures for the recovery and efficiency of public resources and for the amendment and supplementation of certain normative acts (Law 239/2025) was promulgated. This law amended a series of normative acts, including Law no. 85/2014 on insolvency prevention and insolvency proceedings (the Insolvency Law).
Overall, the amendments brought to the Insolvency Law mark a clear orientation towards increasing the efficiency of insolvency proceedings and enhancing debtor accountability. The focus is placed on the recovery of receivables, including budgetary claims, as well as on limiting the abusive use of the protection mechanisms granted by law. In essence, insolvency is reaffirmed as a tool for restructuring or orderly market exit, rather than a means of postponing the enforcement of obligations.
The amendments entered into force as of 18 December 2025; however, they do not apply to proceedings and lawsuits initiated prior to the entry into force of Law 239/2025.
The main amendments concern:
- Introduction of the concept of “person closely related to the debtor” and of the specific obligations applicable thereto
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- The concept of “person closely related to the debtor” has been introduced, the rationale behind this amendment being the direct relationship between such persons, as defined by law, and the debtor. Law 239/2025 requires an express analysis of the legal documents concluded by the debtor with such persons, as well as of any actions undertaken by them that may influence the debtor’s state of insolvency.
- In connection with the specific obligations of persons closely related to the debtor, the definition of the “preliminary table of claims” has been supplemented so that, with respect to the claims of creditors falling within this category, in addition to the existing entries, the documents evidencing the claim, as well as the data recorded in the public registers, must also be included.
- Law 239/2025 introduced strict requirements regarding the sale of assets as an independent business unit to persons closely related to the debtor. This method of asset disposal must be authorised by the syndic judge.
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- Extension of the maximum number of members of the committee appointed by the syndic judge
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- The maximum number of members of the committee appointed by the syndic judge has been extended to 7, compared to the previous version of the Insolvency Law, which provided only for the possibility of appointing a committee consisting of 3 or 5 creditors.
- Only one person from the category of persons closely related to the debtor may be part of this committee, without being allowed to hold the position of chairperson. This creditor is required to provide information regarding its relationships with the debtor subject to the proceedings.
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- Insolvency prevention procedures
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- An obligation has been introduced for the restructuring administrator to analyse in detail the documents evidencing claims against the debtor’s estate and to prepare a list with a more detailed content of such claims.
- A new ground for closing the preventive concordat procedure has been introduced, namely where the restructuring plan has not been submitted within the deadline and no request for extension of the negotiation period has been filed, or such request has not been approved. This ground for closing the concordat procedure may be invoked ex officio or at the request of any interested party.
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- More detailed content of the report on the causes and circumstances leading to the debtor’s insolvency
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- With regard to the content of the report on the causes and circumstances leading to the debtor’s insolvency, it will be necessary to include, inter alia, information regarding: (i) legal acts concluded with persons closely related to the debtor; (ii) transactions resulting in a decrease or increase of the debtor’s assets carried out within the two years preceding the opening of the proceedings; (iii) measures undertaken by the company’s statutory bodies to prevent insolvency/bankruptcy and to cover the company’s liabilities.
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- Periodic assessment of the real possibility of effective reorganisation
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- The existence of a real possibility of effective reorganisation is periodically assessed by the judicial administrator, at intervals of no more than 6 months from the date of submission of the report on the causes and circumstances leading to the debtor’s insolvency.
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- Liability for entering into insolvency
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- Law 239/2025 provides that the members of the management and/or supervisory bodies of the company, as well as any other persons who contributed to the debtor’s insolvency, shall be held liable for the transfer of assets or of a significant part of the undertaking of the debtor in financial difficulty to a person closely related to the debtor, in breach of the obligations set out under Article 73 para. (21) of Law no. 31/1990.
- Extension of the persons liable for entering into insolvency to “any natural or legal person exercising control over the debtor’s financial or operational decisions, irrespective of the formal capacity held”.
- A person against whom a final decision on the imposition of liability has been rendered may no longer incorporate companies or acquire a controlling participation in a new company for a period of 5 years.
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