Consultancy agreement in Romania: Template, Key Clauses and Local Law (2026)

The short answer A consultancy agreement in Romania engages an independent consultant to provide advice or expert services to a client for a fee. It rests on the Civil Code (Law no. 287/2009) and freedom of contract, with no dedicated statute. Consultants usually operate as an authorised natural person (persoana fizica autorizata, or PFA) or through a company (SRL). As with any independent engagement, the main concern is the Fiscal Code test of whether the activity is genuinely independent, because a disguised employment relationship can be recharacterised and re-taxed. A good consultancy agreement both describes genuinely independent advisory work and sets clean terms on fees, liability, intellectual property and confidentiality. ## What law governs the contract The Civil Code supplies the general rules on contracts, performance, liability and termination. The Fiscal Code (Law no. 227/2015) sets the criteria for independent activity, which decide how the consultant is taxed. The consultant must be properly registered as a PFA or a company, handle their own tax and invoicing, and account for VAT where applicable. Regulated advice, such as certain accountancy, audit or legal services, requires the relevant professional authorisation, so the agreement should not promise services the consultant cannot lawfully provide. ## Keeping the consultant independent The Fiscal Code criteria for independent activity include freedom to choose the place, way and hours of working, the business risk resting on the consultant, work for more than one client, and the consultant using their own assets. The agreement should match these: describe an assignment and its outcomes, leave the consultant free to organise the work, avoid exclusivity and fixed hours, and have the consultant use their own tools. The more the engagement reads and runs like advice delivered independently, the lower the recharacterisation risk. ## The clauses that matter most Scope of services. Describe the advice or deliverables and what is out of scope, and for a defined output say how it is accepted. Fees and expenses. Set the fee (hourly, daily or fixed), whether VAT applies, expenses, invoicing and the payment deadline, with interest on late payment for commercial debts. Independence. Confirm the consultant works independently, sets their own methods and hours, works for others, and is responsible for their own tax and contributions. Liability. Agree a liability cap where appropriate; Romanian law limits excluding liability for intent and gross fault, and professional indemnity insurance is worth requiring for higher-risk advice. Intellectual property. Assign or licence deliverables expressly and deal with pre-existing materials, because rights do not pass automatically. Confidentiality. Protect client information, supported by the trade-secret protection in Law no. 11/1991 and the ordinance transposing the EU Trade Secrets Directive. Term and termination. Set duration, renewal, notice and the treatment of fees and work in progress on termination. ## A simple template outline A sound Romanian consultancy agreement runs in this order: parties, with the consultant's registration and tax details; recitals describing independent advisory work; scope of services and any deliverables; the consultant's independence and own responsibility for tax; fees, expenses, VAT and payment; liability cap and insurance; intellectual property, including pre-existing materials; confidentiality and data protection; term and termination; and governing law and jurisdiction, usually Romania, with the contract in Romanian or bilingual. ## Common mistakes and red flags The sharpest risk is a consultancy that is really disguised employment: exclusivity, fixed hours, close supervision and a single client point away from independence and can trigger recharacterisation and back tax. Other common failures are a vague scope that makes it unclear what was promised, silence on intellectual property that leaves the client without rights in the deliverables, no liability cap leaving exposure open-ended, promising regulated advice the consultant cannot lawfully give, and overlooking the consultant's registration and VAT position. A precise scope, genuine independence, a sensible liability cap and clear IP terms avoid most of these. ## Registration, VAT and regulated advice As with any independent engagement in Romania, a consultancy agreement assumes the consultant is correctly set up, and the contract should capture it. The consultant operates as a PFA or a company, registers accordingly, handles their own tax and contributions, and accounts for VAT once they pass the registration threshold or opt in. The agreement should record the vehicle, its registration and VAT status, require compliant invoices, and state clearly that the client is paying fees to an independent provider, not operating a disguised payroll. Regulated advice adds a further layer. Some fields, such as accountancy, audit, tax representation and legal services, can only be provided by people or firms holding the relevant professional authorisation and are subject to that profession's own rules and liability regime. A consultancy agreement should not promise services the consultant is not licensed to give, because both the promise and the advice can then be challenged, and in some fields giving regulated advice without authorisation is itself unlawful. Matching the scope to what the consultant may lawfully provide, and saying so in the contract, keeps the engagement clean and protects the client from relying on advice that was never validly given. Where the consultant is a company rather than an individual, the agreement should name the vehicle as provider, identify the person who will actually do the work, and deal with what happens if that person becomes unavailable, since the client is usually paying for specific expertise. Recording the key individual, any right to a substitute, and the handover of work and materials on exit closes a gap that generic templates tend to leave open. This page is general information, not legal advice. Laws change and the right answer depends on your facts, so confirm the current position with a qualified lawyer in the relevant jurisdiction before you sign. ## Keeping it all in one place Beneath the clauses sits an organisational problem. A consultancy agreement rarely travels alone. It comes with a scope or statement of work, change requests, invoices, the confidentiality and intellectual property terms, and a record of what was agreed and delivered. When those are spread across email and drives, the version that is actually in force gets hard to trust, and duties such as a deliverable date, a renewal notice or a liability cap quietly slip out of view. Drafting, reviewing for risky terms, keeping versions straight and tracking the key dates are the same job, and it is easier when it lives in one workspace rather than across five disconnected tools. That single-workspace idea is what Adira is built around: draft, understand, edit, track and govern a contract in one place, tuned to how your company contracts. Adira is India-first today, with other jurisdictions on its roadmap, so for Romanian-specific rules you should still rely on local counsel and local templates. The point worth taking from this page is the direction: contracts you can trust are the ones that stay in one place, in step, with their deadlines in view.