First statutory audit in Romania: the timeline from appointing the auditor to filing by 31 May 2027
Updated: 4 days ago
By Dr. Maria Piroi
The diagram and the steps below are a working English translation of the Romanian legal texts cited next to each element. The Romanian text prevails.
The process, step by step
Does this apply to your company? A calendar-year company whose 2025 and 2026 balance sheets both exceed at least two of three criteria (total assets of RON 16,000,000, net turnover of RON 32,000,000, an average of 50 employees) has its 2026 financial statements audited (Order 1802/2014, point 563 para. 2). If not, the threshold test does not require an audit for 2026; other grounds may (see "What changes the calendar").
Shareholders appoint the statutory auditor. At an SA, the ordinary general meeting appoints the auditor and fixes the minimum duration of the audit contract (Companies Law no. 31/1990, art. 111 para. 2 letter b^1). At an SRL with one shareholder, that shareholder exercises the powers of the general meeting and records each decision in writing at once (art. 196^1 paras. 1 and 2). At an SRL with several shareholders, the shareholders' meeting appoints the auditor (Law no. 162/2017, art. 62 para. 1). The law sets no date for the appointment (Law no. 162/2017, art. 62 para. 1).
The board (at an SRL, the administrators) registers any change of auditor with the trade register (Companies Law, art. 160^1, applied to SRLs by art. 199 para. 1).
The board organises internal audit. An entity whose annual financial statements are subject to statutory audit must organise and ensure the exercise of internal audit (Law no. 162/2017, art. 65 para. 7). The persons who organise the activity, coordinate the engagements and sign the internal audit reports must hold the quality of financial auditor (Government Emergency Ordinance no. 75/1999, art. 23).
The company carries out its general inventory, at least once a financial year (Accounting Law no. 82/1991, art. 7 para. 1). Where inventory is material, the auditor attends the physical count (ISA 501, para. 4).
The auditor audits the 2026 statements (Accounting Law, art. 34 para. 3) and issues the audit report. The audit covers the opening balances at 1 January 2026 (ISA 510, para. 6).
Shareholders approve the statements. At an SA, the ordinary general meeting approves them on the basis of the reports of the board and the financial auditor and meets within five months of the year end (Companies Law, art. 111 paras. 1 and 2 letter a); at an SRL, the shareholders' meeting or the sole shareholder approves them (art. 194 para. 1 letter a; art. 196^1).
The company files the annual financial statements with ANAF by 31 May 2027, together with the administrators' report, the audit report and the proposal for distributing the profit or covering the loss (Accounting Law, art. 36 para. 1 letter a and para. 1^1; art. 28 para. 7). 31 May 2027 is a Monday, so the deadline does not move.
The short answer
A Romanian company that exceeded two of the three audit criteria in both 2025 and 2026 has its 2026 statements audited and filed by 31 May 2027. The shareholders appoint the auditor; neither Law no. 162/2017 nor the Companies Law sets a date, but appointing before the year-end count lets the auditor attend it. Internal audit becomes mandatory with the statutory audit.
When to appoint the auditor: the two options compared
Option | Advantages | Disadvantages | Risks |
Appoint before the year-end count (in practice before 31 December 2026) | The auditor can attend the physical count, the evidence the standards expect where inventory is material (ISA 501, para. 4). The audit starts with the whole of January to May 2027 available before the filing deadline (Accounting Law, art. 36 para. 1 letter a). | The company commits before its 2026 figures are final. If the year ends below the test, the audit is no longer required by law; the shareholders may keep it as a voluntary audit (Companies Law, art. 160 para. 3 for an SA; art. 194 para. 1 letter b and art. 199 para. 2 for an SRL). A company audited by shareholders' decision must still organise internal audit (art. 160 para. 2, applied to SRLs by art. 199 para. 1). | The audited entity may end an audit contract early only on proper grounds, and both parties report the termination to ASPAAS within 30 days (Law no. 162/2017, art. 63 paras. 1 to 3). Article 63 does not define proper grounds; whether ending the year below the test is one, and how the resolution and the contract address that case, is a matter for the company's counsel. |
Appoint after the count, in 2027 | Neither Law no. 162/2017 (art. 62 para. 1) nor the Companies Law sets a date for the appointment. The decision is taken on final figures. | The auditor cannot attend the count and relies on a later count reconciled back to the year end or other alternative procedures (ISA 501, paras. 5 to 7). Less time before the filing deadline of 31 May 2027 (Accounting Law, art. 36 para. 1 letter a). | Where the alternative procedures do not provide sufficient appropriate evidence, the opinion is modified (ISA 705 (Revised), para. 6). The filing deadline does not move for a late appointment (Accounting Law, art. 36). |
What a missed step costs
If the company | Consequence | Legal basis |
Files the statements late | Fine of RON 300 to 1,000 (1 to 15 working days late), RON 1,000 to 3,000 (16 to 30 working days) or RON 1,500 to 4,500 (over 30 working days) | Accounting Law, art. 41 point 2 letter e and art. 42 para. 1 |
Does not have the statements audited where the law requires it | Fine of RON 30,000 to 40,000 | Accounting Law, art. 41 point 7 and art. 42 para. 1 |
Does not organise internal audit | Administrative penalty of RON 10,000 to 100,000, applied by ASPAAS to the management of the audited entity | Law no. 162/2017, art. 40 para. 7 letter a, as amended by Law no. 137/2025 |
Has not filed five months after the legal deadline | Declared inactive for tax purposes | Fiscal Procedure Code, art. 92 para. 1^2 letter b, introduced by Law no. 239/2025; ANAF press release of 11 February 2026 (the authority's position) |
Is not reactivated within one year of being declared inactive | ANAF must apply for the company's dissolution | Fiscal Procedure Code, art. 92 paras. 4^1 and 4^2, introduced by Law no. 239/2025; Law no. 239/2025, art. VIII |
Key takeaways
The test looks at two consecutive balance sheets: 2025 and 2026 (Order 1802/2014, point 563 para. 2).
Neither Law no. 162/2017 nor the Companies Law sets a date for the appointment; appointing before the year-end count lets the auditor attend it (ISA 501, para. 4).
Internal audit comes with the statutory audit; those who organise it, coordinate the engagements and sign the reports hold the quality of financial auditor (Law no. 162/2017, art. 65 para. 7; GEO no. 75/1999, art. 23).
The filing deadline is Monday, 31 May 2027 (Accounting Law, art. 36).
Missing the audit costs RON 30,000 to 40,000; missing internal audit exposes the company's management to an administrative penalty of RON 10,000 to 100,000.
Which companies face a first statutory audit for 2026?
Companies that exceeded, at the balance sheet date, at least two of the three criteria in both 2025 and 2026 (Order 1802/2014, point 563 para. 2). Romania's audit thresholds in 2026 explains the test. A company that crossed them for the first time in 2025 and stayed above them in 2026 meets the test for the first time on its 2026 statements, and this timeline applies to it.
Who appoints the auditor, and is there a deadline?
The shareholders appoint the auditor, and no provision fixes a date. The statutory auditor is appointed by the general meeting of shareholders (Law no. 162/2017, art. 62 para. 1). At an SA the ordinary general meeting makes the appointment and fixes the minimum duration of the audit contract (Companies Law, art. 111 para. 2 letter b^1). At an SRL owned by a single shareholder, that shareholder exercises the powers of the meeting and records the decision in writing at once (art. 196^1 paras. 1 and 2); at an SRL with several shareholders, the shareholders' meeting appoints the auditor (Law no. 162/2017, art. 62 para. 1). Any change of auditor is registered with the trade register by the board, and at an SRL by the administrators (art. 160^1, applied to SRLs by art. 199 para. 1).
The choice deserves care. The audited entity may end the contract early only on proper grounds; divergence of views on accounting treatments or audit procedures is not one; and the entity and the auditor both inform ASPAAS in writing within 30 days, with an adequate written explanation of the reasons (Law no. 162/2017, art. 63 paras. 1 to 3, as amended by Law no. 137/2025).
Why decide before the year-end count?
Because the auditor can then attend it. Every company carries out a general inventory of its assets, liabilities and equity at least once a financial year (Accounting Law, art. 7 para. 1). Where inventory is material, the auditor obtains evidence of its existence and condition by attending the physical count (ISA 501, para. 4). An auditor appointed after the count relies on a later count reconciled back to the year end or on other alternative procedures (ISA 501, paras. 5 to 7), and where these do not provide sufficient appropriate evidence, the opinion is modified (ISA 705 (Revised), para. 6). Neither Law no. 162/2017 nor the Companies Law prevents an appointment in 2027 for financial year 2026; its cost is the auditor's absence from the count and a shorter fieldwork window.
When must internal audit be in place, and who can run it?
The law sets no date; the obligation attaches to the entity whose statements are audited. An entity whose annual financial statements are subject to statutory audit under the law must organise and ensure the exercise of internal audit (Law no. 162/2017, art. 65 para. 7), and a company audited by shareholders' decision must do the same, under the rules issued by CAFR (Companies Law, art. 160 para. 2). The persons who organise the activity, coordinate the engagements and sign the internal audit reports must hold the quality of financial auditor (Government Emergency Ordinance no. 75/1999, art. 23); CAFR's stated position (April 2026) is that they must be active financial auditors.
For a public interest entity, the statutory auditor may not provide services related to the internal audit function (Regulation (EU) no. 537/2014, art. 5 para. 1 second subparagraph letter h). For any client, Piroi provides either audit or accounting services, never both, and does not combine the statutory audit with the internal audit of the same client.
What happens between January and April 2027?
The closing and the fieldwork, with work that later years do not carry. The auditor obtains sufficient appropriate evidence about whether the opening balances at 1 January 2026 contain misstatements that materially affect the 2026 statements (ISA 510, para. 6). Where the 2025 statements were not audited, that evidence comes from the current year's procedures and from specific procedures on the opening balances (ISA 510, para. 6), and where it cannot be obtained the opinion is qualified or disclaimed (ISA 510, para. 10). This is why the first year usually requires more work than later years.
For a subsidiary of a foreign group, the Romanian statutory audit runs alongside the group's timetable: a reporting package under IFRS or the parent's GAAP, on the group's own deadlines, and component audit work under the group auditor's direction (ISA 600 (Revised), the standard for group audits). A single closing, planned early, may serve both.
Who approves the statements, and by when are they filed?
The shareholders approve them, and the company files them by 31 May 2027. At an SA, the ordinary general meeting approves the annual financial statements on the basis of the reports presented by the board and by the financial auditor (Companies Law, art. 111 para. 2 letter a), and it meets within five months of the year end (art. 111 para. 1). At an SRL, the shareholders' meeting approves the statements (art. 194 para. 1 letter a) and a sole shareholder decides alone, in writing (art. 196^1). The convening formalities and the trade register filings are matters for the company's counsel; the auditor's part is the report and its timing.
A calendar-year company files its annual financial statements with ANAF by 31 May of the following year; where 31 May is not a working day, the deadline moves to the next working day (Accounting Law, art. 36 para. 1 letter a and para. 1^1, as amended by Government Emergency Ordinance no. 138/2024). For financial year 2026, 31 May 2027 is a Monday. The statements are accompanied by the administrators' report, the audit report and the proposal for distributing the profit or covering the loss (art. 28 para. 7).
For shareholders and group finance teams reading Romanian statements for the first time, how to read the annual financial statements of a Romanian company explains the balance sheet, the profit or loss account and the documents that accompany them.
What changes the calendar?
The financial year and the reason for the audit. Companies with a financial year different from the calendar year file within 150 days of their year end (Accounting Law, art. 36 para. 1^2). Public interest entities, parents that prepare consolidated statements and branches of companies resident outside the European Economic Area (Accounting Law, art. 34 paras. 1 and 2^1) and SAs with two-tier governance (Companies Law, art. 160 para. 1^1) are audited without waiting for a second year above the thresholds. Medium and large entities, as classified under the accounting regulations, are audited in all cases (Order 1802/2014, point 563 para. 1).
Who is affected?
Romanian SRLs and SAs, including subsidiaries of foreign groups, that crossed the audit thresholds in 2025 and stayed above them in 2026, and their shareholders, boards and group finance teams.
What to do next
Confirm the 2025 balance sheet figures and the 2026 forecast against the three criteria.
Prepare the shareholders' resolution appointing the auditor, with the minimum contract duration at an SA.
Check the appointee in the ASPAAS Electronic Public Register.
Agree the date of the year-end count with the auditor.
Approve an internal audit charter and plan, and appoint qualified people to run it.
Plan the closing, the group package and the shareholders' approval so that the filing lands by 31 May 2027.
Frequently asked questions
Is there a legal deadline for appointing the statutory auditor in Romania?
No. Law no. 162/2017, art. 62 para. 1, sets who appoints the auditor, not when. Appointing before the year-end count lets the auditor attend it (ISA 501, para. 4).
Can the auditor be appointed in 2027 for financial year 2026?
Yes. Law no. 162/2017, art. 62 para. 1, sets no date for the appointment. The auditor then relies on alternative procedures for inventory; where they do not provide sufficient appropriate evidence, the opinion is modified (ISA 705 (Revised), para. 6). The filing deadline of 31 May 2027 does not move.
Is internal audit mandatory for a company audited for the first time?
Yes. An entity whose annual financial statements are subject to statutory audit under the law must organise internal audit (Law no. 162/2017, art. 65 para. 7).
Who can run internal audit in a Romanian company?
The persons who organise it, coordinate the engagements and sign the reports must hold the quality of financial auditor (Government Emergency Ordinance no. 75/1999, art. 23). Art. 23 sets the qualification of the people who run the function; it does not address whether they are employees.
What is the fine for not having the financial statements audited?
RON 30,000 to 40,000 (Accounting Law no. 82/1991, art. 41 point 7 and art. 42 para. 1).
When must a Romanian SA approve its 2026 financial statements?
The ordinary general meeting meets within five months of the year end (Companies Law no. 31/1990, art. 111 para. 1), so by 31 May 2027 for a calendar year.
Sources
Legislation (Romanian text prevails; read on the Legislative Portal, legislatie.just.ro, and on the official texts published by ANAF and CAFR):
Accounting Law no. 82/1991, republished: art. 7 para. 1, art. 28 para. 7, art. 34, art. 36 paras. 1, 1^1 and 1^2 (as amended by GEO no. 138/2024), art. 41 points 2 letter e and 7, art. 42 para. 1 (as amended by GEO no. 115/2023).
Companies Law no. 31/1990, republished: art. 111 paras. 1 and 2 letters a and b^1, art. 160 paras. 1^1, 2 and 3, art. 160^1, art. 194 para. 1 letters a and b, art. 196^1 paras. 1 and 2, art. 199 paras. 1 and 2.
Law no. 162/2017 on statutory audit: art. 40 para. 7 letter a, art. 62 para. 1, art. 63 paras. 1 to 3, art. 65 para. 7, as amended by GEO no. 137/2024, approved with amendments by Law no. 137/2025, which replaced art. 40 para. 7 letter a and art. 63 paras. 1 to 3 (Official Gazette no. 685 of 22 July 2025).
Government Emergency Ordinance no. 75/1999 on financial audit activity, republished: art. 23.
Fiscal Procedure Code (Law no. 207/2015): art. 92 paras. 1^2 letter b, 4^1 and 4^2, introduced by Law no. 239/2025; Law no. 239/2025, art. VIII.
Order of the Minister of Public Finance no. 1802/2014, accounting regulations: point 563 paras. 1 and 2.
Regulation (EU) no. 537/2014: art. 5 para. 1 second subparagraph letter h (EUR-Lex).
International Standards on Auditing, as adopted in Romania by ASPAAS: ISA 501, paras. 4 to 7; ISA 510, paras. 6 and 10; ISA 600 (Revised); ISA 705 (Revised), para. 6.
Official positions of ANAF and CAFR:
CAFR, "Auditul intern: obligativitate și conformare legală", April 2026 (internal audit run by active financial auditors): https://www.cafr.ro/auditul-intern-obligativitate-si-conformare-legala-aprilie-2026/
ANAF, press release of 11 February 2026 on inactivity for failure to file annual financial statements: https://static.anaf.ro/static/3/Anaf/20260212083210_com%20151%2011febr2026.pdf
Last updated: 31 October 2026. This post is general information on Romanian rules and on the International Standards on Auditing as they stood on that date; it does not replace advice on a specific situation, and reading it creates no professional engagement. Drafted with AI assistance; references were checked against the official texts as they stood on that date.
To plan the statutory audit of financial year 2026 where Piroi does not keep the company's books, or to set up internal audit where Piroi is neither the statutory auditor nor the accountant of the company, write to bogdan.nastase@piroi.com for a scoping call. A short conversation is a practical first step, with no documents attached to the first email. Our full guide, Audit in Romania: The 2026 Guide to Statutory, Voluntary and Internal Audit, covers who is subject to audit, SRL versus SA and the levels of assurance.
