{"id":126142,"date":"2026-01-09T11:09:57","date_gmt":"2026-01-09T11:09:57","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=126142"},"modified":"2026-01-12T12:46:37","modified_gmt":"2026-01-12T12:46:37","slug":"romania-project-finance","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/romania-project-finance\/","title":{"rendered":"Romania: Project Finance"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-126142","comparative_guide","type-comparative_guide","status-publish","hentry","guides-project-finance","jurisdictions-romania"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Legal Ground Law Firm<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2026\/01\/legal-ground.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Legal Ground Law Firm<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2026\/01\/legal-ground.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Project Finance laws and regulations applicable in Romania<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical ownership structures for project companies in your jurisdiction? Does this vary based on the industry sector?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, project companies are most commonly incorporated as limited liability companies (in Romanian: \u201csocietate cu r\u0103spundere limitat\u0103\u201d or \u201cSRL\u201d) or, less frequently, as joint stock companies (in Romanian: \u201csocietate pe ac\u021biuni\u201d or \u201cSA\u201d).<\/p>\n<p>Both SRLs and SAs are separate legal entities under Romanian law, with rights, assets and liabilities distinct from those of their shareholders, whose liability is generally limited to their capital contribution.<\/p>\n<p>From a capital perspective, Law no. 239\/2025 amended the share capital regime for SRLs. Newly incorporated SRLs must have a minimum share capital of RON 500, while for existing SRLs the minimum share capital is determined by reference to the net turnover reported in the annual financial statements of the preceding financial year and amounts to RON 5,000 if such turnover exceeds RON 400,000.<\/p>\n<p>The share capital of a joint stock company may not be less than RON 90,000, so that this amount represents the RON equivalent of EUR 25,000.<\/p>\n<p>In cases of public-private partnerships governed by Emergency Ordinance no.\u00a039\/2018 on public-private partnerships, the project company is incorporated and operates in accordance with the provisions of Company Law no.\u00a031\/1990.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any corporate governance laws or accounting practices that foreign investors in a project company should be aware of?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><span data-contrast=\"none\">Corporate governance matters are primarily governed by Company Law no. 31\/1990, which allows the shareholders of an SRL or an SA to\u00a0largely determine\u00a0the governance structure of the project company through its articles of association, subject to mandatory statutory rules and limitations.\u00a0<\/span><span data-ccp-props=\"{&quot;201341983&quot;:1,&quot;335551550&quot;:6,&quot;335551620&quot;:6,&quot;335557856&quot;:16777215,&quot;335559685&quot;:720,&quot;335559739&quot;:120,&quot;335559740&quot;:320}\">\u00a0<\/span><\/p>\n<p><span data-contrast=\"none\">Mandatory corporate governance rules apply\u00a0mainly to\u00a0listed companies, which must\u00a0comply with\u00a0the Bucharest Stock Exchange Corporate Governance Code on a \u201ccomply or explain\u201d basis.<\/span><span data-ccp-props=\"{&quot;201341983&quot;:1,&quot;335551550&quot;:6,&quot;335551620&quot;:6,&quot;335557856&quot;:16777215,&quot;335559685&quot;:720,&quot;335559739&quot;:120,&quot;335559740&quot;:320}\">\u00a0<\/span><\/p>\n<p><span data-contrast=\"none\">From an accounting perspective, Romanian companies\u00a0are required to\u00a0prepare statutory financial statements\u00a0in accordance with\u00a0Romanian Accounting Standards under the Accounting Law no. 82\/1991. IFRS may be\u00a0required\u00a0for certain categories of companies or used in practice for financing and reporting purposes.<\/span><\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If applicable, what forms of credit support from sponsors or host governments are typically provided?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The forms of credit support that the sponsors typically provide to a project company may include: (i) equity contributions, in the form of additional share capital or subordinated shareholder loans; (ii) security rights over various types of assets, including over shares in the project company, (iii) in certain cases, suretyships (in Romanian: \u201cfideiusiuni\u201d) or other contractual undertakings by the sponsors to secure the project company\u2019s obligations.<\/p>\n<p>Romania implemented specific state-backed schemes, such as those managed by FNGCIMM for SMEs \u2013 under which FNGCIMM (as a guarantee fund owned by the Romanian State) provided guarantees which cover up to 80% of eligible loans. Eligibility, limits and procedures are set by law and by agreements with participating credit institutions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What types of security interests are available (and suitable) for a project financing in your jurisdiction? Are direct agreements used?\u00a0<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Romanian law, two primary categories of security interests are available and suitable for project financings: personal security rights (in Romanian: \u201cgaran\u021bii personale\u201d) and in rem security rights (in Romanian: \u201cgaran\u021bii reale\u201d).<\/p>\n<p>Personal security rights are typically provided in the form of corporate guarantees granted by sponsors or other group companies in favor of the lenders.<\/p>\n<p>In rem security rights may be granted over the assets of the project company and commonly include: (i) mortgages over real estate properties; (ii) security interests over the shares of the project company; (iii) security interests over bank accounts; (iv) security interests over rights and receivables and (v) security over movable assets.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How are the above security interests perfected?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Romanian law, a mortgage over immovable property is created by way of a notarised deed and is perfected upon registration with the competent Land Book (in Romanian: \u201cCartea Funciar\u0103\u201d).<\/p>\n<p>Security interests over movable assets, receivables, bank accounts and shares are created by private deed, either in authenticated form or under private signature, and are made opposable to third parties, and have their priority determined, by way of registration with the National Register for Publicity of Security Interests over Movable Property (in Romanian: \u201cRegistrul Na\u0163ional de Publicitate Mobiliar\u0103\u201d).<\/p>\n<p>In addition, security over shares must be recorded in the shareholders\u2019 register of the relevant company, while security over receivables and contractual rights is notified to the relevant counterparty.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please identify how security is enforced (notably the enforcement options available for secured parties) both pre and post insolvency\/bankruptcy of the project company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Pre-insolvency<\/strong><\/p>\n<p>Under Romanian law, enforcement of security interests can be initiated once the secured obligations become due and payable and it depends on the type of security and asset.<br \/>\nPersonal security rights, such as corporate guarantees, are enforced in accordance with the guarantee agreement, with the creditor entitled to claim payment directly from the guarantor, or through court proceedings.<\/p>\n<p>In rem security rights are generally enforced through judicial proceedings. Mortgages over immovable property are enforced by a court-appointed bailiff, usually by public sale following registration in the Land Book. Security over movable assets, receivables and bank accounts may be enforced judicially or, if contractually agreed, out of court, including by direct collection or account enforcement upon notification. Pledges over shares are enforced by sale or transfer, subject to the security documents and the company\u2019s articles of association.<\/p>\n<p><strong>Post-insolvency<\/strong><\/p>\n<p>Upon the opening of insolvency proceedings, individual enforcement actions against the project company are generally paused by operation of law, in accordance with Insolvency Law no. 85\/2014. Secured creditors retain their preferential rights over the assets subject to their security, but enforcement and realization of such assets are carried out within the insolvency proceedings.<\/p>\n<p>The sale of secured assets is conducted by the insolvency practitioner, and the proceeds are distributed to secured creditors in priority in accordance with the ranking rules provided by law. Any unsecured portion of the claim is treated as an ordinary insolvency claim and satisfied pari passu with other unsecured creditors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are other important considerations in relation to the security regime in the jurisdiction that secured parties should be aware of?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Romanian law, the priority of movable security interests is determined by the order of registration with the National Register for Publicity of Security Interests over Movable Property.<\/p>\n<p>Security may be created over future assets and receivables, but may only be enforced once such assets exist and are clearly identifiable under the terms of the security documents.<\/p>\n<p>Also, Romanian company law requires that any guarantees or security granted by a project company are in the company\u2019s interest and are duly authorized by the competent corporate bodies.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What key project risks should lenders be aware of in project financings in your jurisdiction? This may include, but may not be limited to, the following risks: force majeure, political risk, currency convertibility risk, regulating or permitting risk, construction\/completion risk, supply or feed stock risk or legal and regulatory risk).<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Romanian project financings, legal risks are generally addressed in the relevant project documentation. Project risks and potential mitigation measures should be assessed on a case-by-case basis, as they depend on the specific characteristics of each project.<\/p>\n<p>Lenders should therefore conduct comprehensive due diligence on both the borrower and the project and ensure ongoing monitoring of their exposure over the entire period of the project In addition to the core risks inherent to any project financing, the following should be considered:<\/p>\n<p>a) while Romania operates within a harmonised EU legal framework, the permitting process is fragmented across multiple authorities and may be often time-consuming;<\/p>\n<p>b) Romania\u2019s frequently changing tax regime must be carefully taken into account in project financings, as ongoing legislative amendments can materially affect cash flows, tax liabilities and the long-term bankability of projects.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are any governmental \/ regulatory consents required and are any financing or project documents requirement to be filed with any authority in order to be admissible in evidence in a court of law, valid or enforceable?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Financing documents do not generally need to be filed with any authority in order to be valid, enforceable or admissible in evidence before Romanian courts, but the Romanian courts generally require certified Romanian translations of foreign-language documents in enforcement proceedings.<\/p>\n<p>However, in certain occasions, specific requirements may be applicable for the validity, enforceability or creation of rights. For example, security interests must be properly perfected and registered with the relevant public registers in order to be enforceable and opposable to third parties. Immovable mortgages require notarization and registration with the relevant Land Book, while security over movable assets and receivables must be registered with the National Registry of Movable Property (in Romanian: <em>Registrul National de Publicitate Mobiliara<\/em>).<\/p>\n<p>In addition, if Romania\u2019s foreign direct investment (FDI) rules apply, certain types of investments may only be made after the relevant FDI regime has been reviewed and approved according to the provisions of the Government Emergency Ordinance No. 46\/2022, implementing EU Regulation 2019\/452 establishing a framework for the screening of foreign direct investments into the Union and of the Law No. 164\/2023 on its approval.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there are any specific foreign exchange, royalties, export restrictions, subsidies, foreign investment, that are relevant for project financings (particularly in the natural resources sectors)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Romania has implemented rules regarding\u00a0foreign direct investments (FDIs)\u00a0under\u00a0EU Regulation 2019\/452, primarily through\u00a0Government Emergency Ordinance No. 46\/2022, which establishes a framework for the screening of foreign direct investments into the Union, and\u00a0Law No. 164\/2023, which approves this ordinance. For FDI approval, an application must be submitted to the\u00a0Foreign Investment and Strategic Defense Commission (in Romanian: <em>Comisia pentru Examinarea Investi\u021biilor Str\u0103ine Directe<\/em> &#8211; CEISD)\u00a0requesting authorization of a foreign direct investment.<\/p>\n<p>FDIs subject to review and approval by CEISD include foreign investments, investments from the European Union, and new strategic investments, whose value exceeds EUR 2,000,000. By exception, FDIs below this threshold may also require approval if, by their nature or potential effects, they could impact national security or public order or pose risks thereto.<\/p>\n<p>A project company qualifies as a\u00a0strategic company\u00a0if any of its business activities fall within the scope of\u00a0Supreme Council of National Defense Decision No. 73\/2012\u00a0and the applicable EU FDI regulations. Key sectors include: energy security, citizen and community security, border security, cybersecurity, transport security, protection of agriculture and the environment, and the security of financial, tax, banking, and insurance activities. These sectors are assessed alongside the sensitive areas identified under the EU FDI Regulation (i.e. critical infrastructure, critical technologies and dual-use items; essential inputs; access to sensitive information; the freedom and pluralism of the media).<\/p>\n<p>In addition, sector-specific rules and regulations may apply. For example, Romania applies a system of royalties for the exploitation of petroleum, mineral, and hydro-mineral resources under the Mining Law and Petroleum Law, which are supervised and administered in accordance with a methodology established by the National Agency for Mineral Resources (in Romanian: <em>A<\/em>g<em>en\u021bia Na\u021bional\u0103 pentru Resurse Minerale<\/em>).<\/p>\n<p>Under the Regulations of the National Bank of Romania on the foreign exchange regime, non-residents may acquire, hold, and transfer financial assets in foreign or national currency (RON), subject to applicable taxes. Foreign exchange transactions are generally unrestricted, though relevant FDI rules, as noted above, should be observed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please set out any specific environmental, social and governance issues that are relevant. For example, are project companies subject to certain ESG laws, reporting requirements or regulations?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Environmental regulation in Romania is shaped by both domestic law and European Union directives and regulations. The primary national authority is the National Environmental Protection Agency (in Romanian: <em>Agentia Na\u021bionala pentru Protectia Mediului<\/em>), which oversees environmental permits, inspections, and impact assessments.<\/p>\n<p>With the implementation of the\u00a0Corporate Sustainability Reporting Directive (CSRD)\u00a0and the\u00a0EU Taxonomy, larger companies in Romania (particularly listed or high-turnover businesses) must report on environmental, social, and governance (ESG) metrics. These reporting obligations cover areas such as greenhouse gas emissions, energy usage, pollution control measures, biodiversity and resource use, and climate risk assessments. This transparency is designed to help stakeholders evaluate the environmental impact and long-term sustainability of corporate operations.<\/p>\n<p>Even for smaller companies, aligning with ESG best practices is increasingly important in accessing funding, securing contracts, and maintaining stakeholder trust. It is common in practice that the banks, in order to finance a project, require compliance with specific EU environmental laws and ESG criteria and also impose relevant reporting requirements on the borrowers, certifying compliance with such standards (e.g. the preparation and submission of an environmental and social plan of the project company).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Has any public-private partnership models or laws been enacted in the jurisdiction, and if so, are they specific to certain industry sectors?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Romania has a legal framework for public-private partnerships (PPPs), with\u00a0Government Emergency Ordinance No. 39\/2018 on public-private partnerships\u00a0representing the principal legislation in this field.\u00a0 The ordinance establishes the legal basis for cooperation between public authorities and private partners to deliver public services or infrastructure, setting out key requirements for project eligibility and contract execution. The ordinance does not specific requirements for a certain industry sector. However, in practice, the public-private partnership arrangements in Romania have been concentrated in areas such as:<\/p>\n<ul>\n<li>transport infrastructure \u2013 including roads, bridges and airports;<\/li>\n<li>social infrastructure \u2013 including hospitals, schools, and other public facilities;<\/li>\n<li>energy and environmental projects \u2013 notably renewable energy or waste-to-energy projects, though these are less common.<\/li>\n<\/ul>\n<p>The public-private partnership agreements shall be concluded in accordance with Romanian law, regardless of the nationality of the private partner. The National Agency for Public Procurement (NAPP) is responsible for making sure the procurement process of the PPP project has been prepared and implemented in line with the applicable regulations and guidelines.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Will foreign judgments, arbitration awards and contractual agreements to arbitrate be upheld?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, foreign judgments, arbitration awards, and contractual agreements to arbitrate are generally\u00a0recognized and enforceable, subject to certain conditions. Romania is party to several international and bilateral treaties regulating the recognition and enforcement of foreign judgments\/arbitral awards and choice of court\/arbitral agreements, such as the Hague Convention of 30 June 2005, on choice of court agreements (<em>2005 Hague Convention<\/em>), which entered into force in 2015, and the Hague Convention of 2 July 2019, on the recognition and enforcement of foreign judgments in civil or commercial matters (<em>2019 Hague Convention<\/em>). Romania has also ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (<em>1958 New York Convention<\/em>), the Geneva Protocol on Arbitration Clauses of 1923 (<em>1923 Geneva Protocol<\/em>) and the Geneva Convention on the Execution of Foreign Arbitral Awards of 1927 (<em>1927 Geneva Convention<\/em>), subject to reservations.<\/p>\n<p>If a foreign judgment is duly obtained in a court of an EU member state, Romanian courts shall recognize and enforce it without any special procedure being required, in accordance with and under the conditions of EU Regulation 1215\/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters. If a foreign judgment is duly obtained pursuant to a choice-of-court agreement in the court of a non-EU member state that has ratified the 2005 Hague Convention and the 2019 Hague Convention, the Romanian competent courts shall recognize and enforce it without a review of the merits, in accordance with the conditions set out by this conventions. Other foreign judgments may be recognized and enforced in Romania based on the domestic legal provisions of the Romanian Civil Procedural Code, unless a relevant bilateral or multilateral treaty provides otherwise.<\/p>\n<p>In accordance with and under the conditions of the 1958 New York Convention, Romania shall recognize arbitral awards rendered in countries that are parties to this convention as binding and enforce them in accordance with the rules of procedure of the territory where the award is relied upon.<\/p>\n<p>Furthermore, the contractual agreements to arbitrate\u00a0are recognized and enforceable in Romania and the Romanian courts may\u00a0decline jurisdiction\u00a0where a valid arbitration agreement exists, in accordance with the provisions of the Romanian Civil Procedural Code.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is submission to a foreign jurisdiction and waiver of immunity effective and enforceable?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>As a general rule, the parties may freely agree on a choice of a non-Romanian jurisdiction and of foreign law in commercial matters provided that there is a foreign element in their legal relationship, subject to exceptions. According to the law applicable to public-private partnerships (PPPs), as described above for question 12, any dispute arising under or in relation to the interpretation, execution or the validity of a PPP shall be subject to the jurisdiction rules established by the Romanian Law, which provides that disputes must be resolved by the National Council for Solving Complaints (in Romanian: <em>Consiliul National de Solutionare a Contestatiilo<\/em><em>r<\/em>) and the competent Romanian courts.<\/p>\n<p>As regards the sovereign immunity, Romania applies a\u00a0restrictive approach, meaning that immunity applies only to a state\u2019s sovereign or public actions, not to its commercial or private activities. A waiver of sovereign immunity can be effective, but it must be expressly provided by law or authorized by the competent public authority.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please identify what you consider to be (a) the key current issues for project financing in your jurisdiction; and (b) any emerging trends or topics which should be considered or focused on by project financing stakeholders in this jurisdiction.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>(a) Historically, Romania had a complex legal framework for public private partnerships (PPPs). Such legal framework has been amended multiple times with the aim of creating a safe environment for PPPs to occur and become attractive to investors. Nevertheless, the constant legal changes, the excessive bureaucracy and, sometimes, certain unclear amendments have made it difficult for PPP projects to arise in Romania. Both the private and the public sector are interested in unlocking this mechanism, as the Romanian Government has publicly declared in 2025 that it launched an interinstitutional process aimed at developing a portfolio of investment projects that may be implemented through public-private partnership (PPP) mechanisms, with significant economic and social impact. Once a number of such PPPs are successfully implemented, we believe that project financing in the fields of infrastructure, healthcare and industry will see a significant rise.<\/p>\n<p>(b) In recent years, we have seen a growing involvement of private debt funds, which are stepping in to provide flexible financing solutions and assuming higher risks than traditional lenders. This is a good signal for private companies, as such increased activity is helping to bridge financing gaps and contributing to the diversification of funding sources.<\/p>\n<p>Separately, we identified another emerging trend in the renewables energy sector &#8211; one which has been particularly active in 2025. While in the past it was sufficient for a project to focus solely on the production of green energy, over the past year, an increasing number of projects are integrating storage capabilities, ancillary services (e.g. relating to frequency control) or are envisaging to develop data centers alongside the energy generation. These developments make such projects significantly more bankable.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please identify in your jurisdiction what key legislation, subsidy regimes or regulations have been implemented (or will \/ plan to be) for projects in connection with the energy transition and\/or specific projects due to energy security?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In November 2025, Romania adopted the legislation aiming to transpose the provisions of the EU Renewable Energy Directive (RED III). The Government Emergency Ordinance No. 59\/2025 aligned Romania\u2019s renewable energy targets with those of the European Union. As such, Romania is one of the most active countries in the region in terms of implementing and aligning with European legislation on the matter. The changes in the legislation are supporting the production of electricity from renewable energy sources and setting renewable energy targets in order to achieve the national and EU objectives regarding the overall share of renewable energy in gross final energy consumption by 2030.<\/p>\n<p>On another note, Romania took the necessary steps for beginning extraction in the Neptun Deep project, which is the largest natural gas project of Romania and the first deep offshore project in Romania. Once operational, Romania will become the largest gas producer in Europe. This will contribute to Romania\u2019s energy security and will support the country\u2019s energy transition. While Neptun Deep itself is not a renewable project, it supports the broader green energy transition goals by providing a less carbon-intensive energy option compared to coal and oil and acting as a bridge fuel in the transition, while renewable capacity continues to scale.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please identify if there are any material tax considerations which need to be taken into account for a project financing in your jurisdiction, and if so, how such tax issues can be mitigated.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Romanian tax law, interest paid by a Romanian resident (such as a project company) to a non-resident lender is generally subject to withholding tax (WHT). This means that, from a legal standpoint, the Romanian borrower has the obligation to calculate, declare and pay the relevant tax to the Romanian tax authorities when paying interest to non-residents. However, Romania does has concluded double taxation treaties (DTTs) with a significant number of countries. Based on the applicability of a treaty, the WHT rate can be reduced to a lower rate on a case-by-case basis. Consequently, project financing must be structured in such as a way as to take into account any tax which should be withheld and paid by the Romanian company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What types of funding structures (e.g. debt, equity or alternative financing) are typical for project financing in your jurisdiction. For example, are project bond issuances, Islamic finance and \u2013 in the context of mining deals \u2013 streams or royalties, seen as attractive (and common) options for stakeholders? Are you seeing private credit in project financing in your jurisdiction or other alternative financiers? If so, what types of projects are they looking to finance and what are the key structuring issues of such financings?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, project finance is predominantly debt funded. The volumes of syndicated financings are constantly increasing, and the structures are based on LMA-style documentation. The funding is also complemented by equity sponsor capital and, in certain cases, EU funding under specific programmes. Royalties are paid to the Romanian State in the oil and gas industry and in other extractive sectors.<\/p>\n<p>Although traditional banks and institutions are dominant in project financing, we are seeing an increase in alternative financing structures. Private debt lenders are increasingly participating, especially in mid-sized or specialised deals. Often such private lenders structure the deals as private bond issuances, governed by either Romanian law, or the law of the jurisdiction of the bondholders.<\/p>\n<p>Generally, Romania has a maturing project finance market that still relies on established debt and equity models, while gradually embracing broader capital markets and alternative financing avenues.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please explain if there are any regional development banks or export credit agencies, and if so, what is their role in project financing in your jurisdiction and beyond.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Since the early 1990s, Romania has become a regular partner for a number of multilateral development banks, regional development institutions, and export credit agencies (ECAs). These institutions play key roles in mobilising long-term finance and supporting economic development, infrastructure, trade and project finance in Romania. The European Bank for Reconstruction and Development, the European Investment Bank (together with the European Investment Fund), or the Black Sea Trade and Development Bank are all reputable actors active in Romania. Their activities include providing long-term project financing to both private and public sector entities and have made available significant funding and assistance in the infrastructure, energy or medical sectors.<\/p>\n<p>On a separate note, Exim Banca Romaneasca (founded in 1992), acts as Romania\u2019s national Export Credit Agency and, according to its mandate granted by the law, supports Romanian exporters, international transactions, and Romanian investments abroad, using specific financing, guarantee, and insurance instruments.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please explain if there are any important insurance law principles or considerations in connection with any project financing in your jurisdiction.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Romania, insurance plays a key role in project financing transactions. While Romanian insurance law does not impose project-finance-specific requirements, a number of important principles and market practices are consistently applied. It is standard practice for lenders in Romanian project financings to require that they are named as first loss payees under project insurances. This ensures that insurance proceeds are paid directly to the lenders or to the security agent, rather than to the project company, in the event of a covered loss. Borrowers usually negotiate certain carve-outs (such as exceptions for insurance proceeds used for replacement or reparation of the relevant assets).<\/p>\n<p>In addition, with respect to project financings in which acquisitions of companies are involved, the Romanian market sees the increase of usage of warranty and indemnity insurances.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please explain if there are any issues with entering into any hedging arrangements in this jurisdiction.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are no material restrictions on entering into hedging arrangements in Romania, and such arrangements are commonly used in project financings to manage interest rate, currency. Such hedging transactions are generally enforceable under Romanian law. Hedging transactions are usually based on English law governed ISDA documentation, which is accepted by Romanian entities. In project financings, hedging providers are usually part of the group(s) of the finance parties and such hedging providers are granted the benefit of security under intercreditor agreements. Romanian insolvency law generally recognises netting arrangements, including those arising under standard hedging documentation and, subject to certain conditions, the creditor\u2019s right to invoke the set-off of their claim against the debtor\u2019s claim is not affected by the opening of the insolvency proceedings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">4401<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/126142","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=126142"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}