Through Government Emergency Ordinance no. 31/2026, the mechanism by which the state, through the Authority for the Administration of State Assets (AAAS), can take over claims held against companies in difficulty is significantly extended.
What does it stipulate?
The main amendment extends the scope of the debt takeover mechanism. Initially, only claims against companies with majority or wholly state capital could be taken over by AAAS. Now, the procedure also applies to companies with wholly or majority private capital, provided they are declared by normative acts as being of strategic interest for the national economy. This intervention is possible only if the targeted company is already in an insolvency prevention or insolvency procedure.
The normative act also broadens the typology of claims that can be taken over. In addition to classic budgetary debts administered by ANAF (taxes, duties, contributions), AAAS can now also take over claims held by other central public institutions or by credit institutions with majority or wholly state capital (state banks). In essence, the state can consolidate all debts it has to recover from a strategic company in difficulty under the umbrella of a single collector – AAAS.
The takeover mechanism is activated by a Government Decision issued individually for each company. The effective transfer of the claim takes place on the date of signing a handover-takeover protocol between the initial creditor (ANAF, state bank, etc.) and AAAS. From that moment, AAAS is subrogated in all rights and obligations of the initial creditor, becoming the company’s new creditor. For the debtor company, this means it will negotiate and make payments to a new partner, AAAS, which will have consolidated negotiating power within the insolvency procedure.
To whom does it apply?
The measures target two main categories of debtors, provided they are in a procedure regulated by Law no. 85/2014 (insolvency):
- Companies with wholly or majority private capital, operating in sectors declared by law as being of strategic interest (e.g., defense, energy, critical infrastructure, transport).
- Companies with majority or wholly state capital, facing financial difficulties.
Also targeted, as assignor creditors, are the National Agency for Fiscal Administration (ANAF), other central public institutions, and credit institutions with state capital.
What should you do?
- Evaluate whether your company’s field of activity falls into the category of strategic interest, according to current legislation. This classification represents a new risk factor in case of financial difficulties.
- Monitor debts to all state creditors (ANAF, state-owned banks, other authorities). In case of insolvency, you must anticipate the possibility that these claims will be consolidated and transferred to AAAS, which will change the dynamic of reorganization plan negotiations.
- Review financial restructuring strategies. If the company is approaching an insolvency procedure, consider the scenario where AAAS becomes a majority or significant creditor, with an agenda aligned with state interests, which can decisively influence the approval of a reorganization plan.
Source: Official Gazette, Part I, no. 316 of April 21, 2026.
Note: This material is strictly for informational purposes and does not constitute legal, tax, or business advice. As the interpretation and application of legal provisions can vary significantly depending on the specific circumstances of each entity, we recommend seeking specialized legal assistance before adopting any operational decisions based on these changes.