Late Payment Interest and Compensation in Romania: B2B Claims

Legal position as at: 2 November 2026

At a glance

• Who it is for: any business supplying goods or services to a Romanian company or public authority under a contract governed by Romanian law, wherever the supplier is based (EU, UK, US, Swiss, Indian or other). Consumer contracts are excluded.
• What you can claim: interest from the due date without a reminder, at the agreed rate or, failing that, the BNR reference rate plus 8 percentage points; at least EUR 40 in compensation; and your recovery costs.
• First thing to do: list each invoice with its due date and part payments, then send a demand stating principal, interest, the EUR 40 compensation and costs.
• The main deadline: the general limitation period of three years (Civil Code, art. 2517).

When a Romanian customer pays late, the unpaid principal is rarely the whole claim. Romanian law gives a business creditor interest from the due date, a fixed minimum compensation of EUR 40 and its collection costs. It also limits payment terms and makes void the contract clauses that restrict these rights.

The main sources are Law 72/2013 on combating late payment in contracts between professionals and with contracting authorities (which transposes Directive 2011/7/EU), Government Ordinance 13/2011 on statutory interest, and the Civil Code (Law 287/2009). For the wider recovery strategy see Debt Recovery in Romania: A Guide for Foreign Creditors.

Who the rules cover

Law 72/2013 applies to money claims that are certain, liquid and due (certe, lichide și exigibile: the debt is not in doubt, the amount is fixed or can be calculated, and the payment date has passed) arising from a contract between professionals, or between a professional and a contracting authority, for the supply of goods or the provision of services, including design and construction work (art. 1(1)). A professional is any natural or legal person running a business for profit (art. 2 pt. 2).

Two categories are excluded (art. 1(2)):

• claims entered on the list of claims in an insolvency procedure, and claims covered by an ad hoc mandate, a preventive composition (concordat preventiv) or an out-of-court debt restructuring agreement;
• contracts between professionals and consumers.

A foreign seller dealing with a Romanian company is a professional within these rules whenever Romanian law governs the contract. Where the contract is governed by the law of another EU Member State, that state's own transposition of Directive 2011/7/EU applies instead; the Directive sets common minimum standards, which Member States may exceed.

Interest runs without a reminder

Between professionals, the price of goods delivered or services performed carries penalty interest where the creditor has performed its own obligations and has not received the amount due on time, unless the delay is not attributable to the debtor (Law 72/2013, art. 3(1)). Interest runs from the due date until payment, under art. 1535 of the Civil Code (Law 72/2013, art. 3(2)). That article gives the creditor moratory damages from the due date without having to prove any loss (Civil Code, art. 1535(1)).

No formal notice is needed. The Civil Code places a debtor in default by operation of law, that is, without any notice from the creditor, where it fails to pay a sum of money owed in the course of running a business (art. 1523(2) lit. d)). A contract clause that makes interest depend on a prior notice is unfair by law (Law 72/2013, art. 14 lit. b)).

A demand letter is still required before a payment order application (see Romanian Payment Order: How It Works), but it is not a condition for interest to start.

When the due date is missing

If the contract sets no payment term, interest runs (art. 3(3)):

• 30 calendar days after the debtor receives the invoice or an equivalent request for payment;
• where the date of receipt is uncertain, or earlier than receipt of the goods or services, 30 calendar days after the goods are received or the services performed;
• where the law or the contract provides an acceptance or verification procedure and the invoice arrived on or before acceptance, 30 calendar days after acceptance.

An acceptance or verification procedure may not exceed 30 calendar days from receipt of the goods or services, unless the contract expressly provides a longer period and that clause is not unfair (art. 3(4)).

The statutory rate between businesses

The parties are free to agree the interest rate for late payment (Government Ordinance 13/2011, art. 1(1)). If they did not, the statutory penalty interest applies (Law 72/2013, art. 4; Government Ordinance 13/2011, art. 2).

Between professionals, and between professionals and contracting authorities, statutory penalty interest equals the reference rate of the National Bank of Romania (BNR) plus 8 percentage points (Government Ordinance 13/2011, art. 3(2^1)). The reference rate is the monetary policy rate set by the BNR Board (art. 3(1)) and is published in the Official Gazette each time it changes (art. 3(4)). The BNR website, www.bnr.ro, shows the rate in force and its history. For claims under Law 72/2013, the reference rate in force on the first calendar day of each half-year applies for that whole half-year (Law 72/2013, art. 4; the same rule appears in the Civil Procedure Code, art. 1018(1)).

Because the reference rate changes, we do not print a figure here; a claim should apply the rate in force on 1 January and 1 July to each half-year of delay.

Contracts with a foreign element and foreign-currency prices

Government Ordinance 13/2011 contains a separate rule: in legal relationships with a foreign element, where Romanian law applies and payment was stipulated in a foreign currency, the statutory interest is 6% a year (art. 4). Contracts between a foreign supplier and a Romanian buyer priced in euro or US dollars may fall within this wording. How art. 4 interacts with the business-to-business rate in art. 3(2^1) should be assessed on the specific contract before the claim is quantified. The simplest way to avoid the question is to agree an express late payment rate in the contract.

Agreed rates and their limits

An agreed rate prevails over the statutory one. Two limits apply in business contracts:

• A clause that excludes penalty interest or sets it below the statutory penalty rate is unfair by law, with no need to examine the circumstances (Law 72/2013, art. 14 lit. a)), and unfair clauses are void (art. 15(1)).
• Penalty interest is treated as a penalty clause: the Civil Code rules on penalty clauses apply to it (Government Ordinance 13/2011, art. 10). A court may reduce a penalty only where the main obligation was partly performed to the creditor's benefit, or where the penalty is manifestly excessive compared with the loss the parties could foresee when they contracted (Civil Code, art. 1541(1)).

The cap of statutory interest plus 50% a year in art. 5(1) of Government Ordinance 13/2011 applies only to relationships that do not arise from running a business, so it does not limit rates agreed between companies.

If, before the due date, the debtor owed contractual interest higher than the statutory rate, late payment interest continues at that higher level (Civil Code, art. 1535(2)).

The EUR 40 minimum compensation

Where the conditions of late payment are met, the creditor may claim the lei equivalent, at the date of payment, of EUR 40 as minimum additional damages (Law 72/2013, art. 10(1)). The sum becomes due from the date penalty interest starts to run (art. 10(2)), it comes in addition to any enforcement costs (art. 10(3)), and it does not affect the right to claim all costs of recovering the debt (art. 9 and art. 10(1)). A clause that removes the right to additional damages is unfair by law (art. 14 lit. e)).

Law 72/2013 does not say expressly how the EUR 40 applies where several invoices are paid late. Whether it is claimed for each invoice should be considered on the facts of the contract and the invoicing pattern.

Recovery costs above EUR 40

Beyond the fixed sum, the creditor may claim damages for all expenses incurred to recover the debt as a result of late payment (Law 72/2013, art. 9). Directive 2011/7/EU, which the law transposes, gives as examples the costs of instructing a lawyer or a debt collection agency (art. 6(3) of the directive). In a payment order application the same right is expressed in art. 1018(2) of the Civil Procedure Code.

Separately, where no moratory interest higher than the statutory rate is owed, the creditor may claim, in addition to statutory interest, damages for full compensation of the loss it proves (Civil Code, art. 1535(3)).

Maximum payment terms

Between professionals, the payment term may not exceed 60 calendar days. The parties may agree a longer term only if that clause is not unfair (Law 72/2013, art. 5(1)). The parties may agree payment in instalments, in which case interest and compensation are calculated on each overdue amount (art. 5(2)). The parties may not agree on when the invoice is issued or received: a clause setting a deadline for issuing or receiving the invoice is void (art. 5(3)).

Where the debtor is a contracting authority, it must pay within 30 calendar days of receiving the invoice (or of receipt of the goods or services, or of acceptance, in the cases set out in art. 6(1)). A longer term of up to 60 calendar days may be agreed only exceptionally, where expressly provided in the contract and the procurement documents and objectively justified (art. 7(1)). For public health institutions and public entities providing health services, the statutory term is up to 60 calendar days (art. 6(4)).

Clauses that are void

A clause or practice that sets the payment term, the late payment interest or the additional damages in a manifestly inequitable way towards the creditor is unfair (art. 12), and unfair clauses are void (art. 15(1)). Courts weigh all the circumstances, including a dominant position of the counterparty towards a small or medium-sized enterprise (art. 13).

Some clauses are unfair by law, with no need to examine the circumstances (art. 14). A creditor can rely on this list directly:

• excluding penalty interest or setting it below the statutory rate;
• requiring a notice of default before interest runs;
• postponing the start of interest beyond the statutory terms;
• in contracts with contracting authorities, a payment term longer than art. 7(1) allows;
• excluding additional damages;
• a clause setting a deadline for issuing or receiving the invoice.

Penalty clauses as an alternative

Many Romanian contracts provide for a daily penalty (penalități de întârziere) rather than an interest rate. A penalty clause lets the creditor claim the agreed sum without proving loss (Civil Code, art. 1538(4)). Where the penalty was stipulated for late performance, the creditor may claim both the principal and the penalty (art. 1539). Courts may reduce a penalty only in the two cases in art. 1541(1), and a penalty reduced as manifestly excessive must remain higher than the main obligation (art. 1541(2)).

How to claim

Contract drafting points for foreign suppliers

• State an express late payment rate or daily penalty, and the currency in which interest is calculated.
• Keep payment terms within 60 days, or record the objective reasons for a longer term.
• Avoid clauses that make interest depend on a notice of default, and any clause setting a deadline for issuing or receiving the invoice.
• Agree the forum and governing law. For jurisdiction choices see How to Sue a Romanian Company and our commercial arbitration guide.

What can go wrong

• Applying a single rate to the whole period instead of the reference rate for each half-year.
• Overlooking art. 4 of Government Ordinance 13/2011 where the price is in a foreign currency.
• Relying on a contract clause that the law treats as void, such as a notice requirement before interest runs.

When to take advice

We act for creditors outside Romania in preparing interest and compensation calculations, demands and claims, and we review payment and penalty clauses before contracts are signed. A first e-mail is most useful when it attaches the contract, the unpaid invoices with proof of payment dates, the correspondence, the debtor's name and Romanian registration number, and any clause on courts or arbitration. Fees are agreed in writing before work starts. To discuss a claim or a contract, write to