Insolvency 2025

ROMANIA Law and Practice Contributed by: Stan Tîrnoveanu, Alexandru Iorgulescu, Laura Retegan and Viorica Clima, Zamfirescu Racoți Vasile & Partners Attorneys At Law

3. Out-of-Court Restructuring 3.1 Out-of-Court Restructuring Process In Romania, out-of-court restructuring (also known as consensual or informal restructuring) provides an opportunity for debtors and creditors to negotiate a debt resolution without initiating formal insolvency proceedings. This process offers more flexibility than formal procedures, but it still requires a degree of co- ordination among stakeholders. Consensual and Other Out-of-Court Workouts and Restructurings As an informal and consensual procedure for the pre - vention of insolvency, the Insolvency Code provides the procedure of the Restructuring Agreement, which is characterised by confidential and unlimited-in-time negotiations between the debtor and its creditors, assisted by a restructuring administrator. However, the law does not provide specific rules for the conduct of the negotiations, except that the restructuring agree - ment must respect the fair treatment of the creditors. This is a requirement verified, among other legal ele - ments, by the syndic judge. Romanian legislation also regulates the arrangement with creditors, which is a less formal negotiation procedure, allowing a temporary stay of individual enforcement actions against the debtor. The provi - sions of the law regarding the voting and quorum requirements and the fair treatment of creditors are similar to the restructuring agreement procedure. Nature of Proceedings There are no prior procedures to be followed before the filing of a claim for the prevention of insolvency, but the main condition to accessing this procedure is that the debtor must be in a state of difficulty, a notion defined by law and which must be certified by the insolvency practitioner. Neither of the two restructuring procedures are man - datory before commencement of a formal “statutory process”. If a company is in a state of insolvency, its directors must address the tribunal so that, after the opening of the procedure, any negotiation with the creditors can only be made through the reorganisa - tion plan.

to charge accessories to the principal, including after the date of opening of the insolvency procedure. Regardless of whether they are secured or unsecured, the creditors retain the right to pursue the full value of the claims against the debtor’s co-debtors and guar - antors, even if they voted to accept the plan. Precautionary measures may be considered for determining the secured character of the receiv - able claimed by the creditor that established such a measure (on condition that certain expressly provided conditions have been met), without yet preventing the possibility of sale of the assets in the liquidation pro - cedure. In principle, the assets sold by the insolvency practitioner in the insolvency procedure are acquired free of encumbrances, except preventative measures ordered in the criminal case file with a view to special confiscation and/or extended confiscation. 2.4 Unsecured Creditors Pre-Judgment Attachments As a general rule, from the date of the opening of the insolvency procedure, all judicial or extrajudicial actions or enforcement measures for the realisation of receivables against the debtor’s assets are sus - pended. An exception provided by the law refers to the exist - ence of a movable mortgage on a cash collateral account of the debtor in insolvency, in which case the available funds will be released to the creditor based on a simple request made within the observa - tion period. Rights of Set-Off The law expressly provides that the opening of the insolvency procedure does not affect the right of any creditor to claim the set-off of its receivable with a debtor against it, when the conditions provided by the law in the matter of legal set-off are met at the procedure opening date. In respect of the netting agreement, the law does not forbid the conclusion of such an agreement; however, it does require that certain specific conditions must be met.

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