POLITICA
A lawyer for every contract? — what Romania's bill B563 says, who pays and who would be breaking the law
Bill B563/2026 does not void any written contract drafted without a lawyer, but read together with the rest of the text and with the tougher penalty that the same sponsors have already taken through the Senate, it could turn drafting contracts for others into an activity reserved for lawyers.
The analysis follows four threads: what the bill actually says; which contracts would fall under the duty and what remains unclear; who proposed the text and which package it completes; and what it would cost, according to the estimates of both camps. At the end we give three scenarios for summer 2027, the tests ahead and a forecast table with the thresholds at which we consider ourselves wrong.
The testable thesis: the public dispute is being fought over the wrong question. The question is not whether a company that signs a contract without a lawyer loses the contract, because the bill says explicitly that it does not. The question is who is still allowed to write that contract for someone else, and there the text is broader than what the National Union of Romanian Bars (UNBR) itself says it intends.
What the bill actually says
The core of the dispute is a new paragraph in the Civil Code, under article 1241: "Where the law requires, for the validity or for the proof of the contract, the written form under private signature, the document recording it shall be drawn up by a lawyer, unless the law provides otherwise." The same bill adds three companion rules. Breaching the duty does not make the contract void unless a law expressly says so. The duty also applies to amending the contract, but only when the law requires the written form for the amendment too. For contracts concluded electronically, the duty applies under a special law that the bill does not name.
The rest of the bill, much longer, amends the law on the profession. The list of a lawyer's activities grows to include drafting documents for which the law requires written form, the setting up, amendment and dissolution of legal entities, movable-asset registration, arbitration, debt recovery, escrow-type payment mandates and the safekeeping of documents. All the activities on the list are performed "only by a lawyer, except those expressly established by law and within the competence of other legal professions".
The bill also defines legal advice as a personalised service applied to a concrete situation. General information, research and standardised tools remain free, whatever the technology used. UNBR gets the right to ask a court to stop online services that breach the law, with the first hearing within at most five days and an appeal also within five days, including through the orders provided for by the EU Digital Services Act. Using the title "lawyer" without the right to, including in a domain name or an app, becomes a crime punishable by six months to three years in prison or a fine.
Two provisions concern families. Divorcing spouses with minor children would have to be assisted by a lawyer "whatever the procedural route chosen", so also before a notary or at the civil registry, with free assistance for those who meet the legal conditions. A lawyer could also act as the minor's special guardian, appointed by a court.
Which contracts would be covered and what remains unclear
The duty is not tied to the parties' choice to put a contract in writing, but to the law's requirement. Most sales and service contracts need no written form, and the examples are UNBR's own: an ordinary sale of goods and ordering a repair. The problem is that the list of contracts for which the law requires written form is neither short nor closed.
| Contract | What the law requires today | Covered by the duty? |
|---|---|---|
| Individual employment contract | Written form, a condition of validity (Labour Code, art. 16, after Law 40/2011) | Yes, on the letter of the text; UNBR does not discuss it in its reply |
| Suretyship (a personal guarantee, for instance a shareholder's for the company's debt) | Notarised or private written document, on pain of absolute nullity (Civil Code, art. 2282) | Yes, UNBR confirms |
| Agricultural land lease | Written form, on pain of absolute nullity (Civil Code, art. 1838) | Yes, UNBR confirms |
| Settlement (the agreement that ends a dispute) | Written form for proof (Civil Code, art. 2272) | Yes, UNBR confirms |
| Partnership, commission and agency contracts | Written form, in some cases only for proof | Named in the explanatory memorandum itself |
| Any transaction worth more than 250 lei | Cannot be proven by witnesses (Code of Civil Procedure, art. 309), except those made by a professional in the course of business | Disputed: some lawyers say the rule is not a form requirement |
The employment contract is what changes the order of magnitude of the cost. At the end of 2025 there were 6.48 million active individual employment contracts, according to the Ministry of Labour. If every new contract and every amendment that requires written form had to go through a lawyer, the duty would no longer concern a minority of rare contracts, but the personnel work of every employer.
The second ambiguity matters more than the first. UNBR writes, in its 20 October reply to Romanian Business Leaders (RBL), that "drafting your own contract must be distinguished from providing a legal service to someone else, so you do not need to call a lawyer in that case". The text proposed for the Civil Code, however, contains no such exception. It says the document "shall be drawn up by a lawyer", without distinguishing between the parties and third parties. UNBR acknowledges part of the problem is real: "The intention to preserve [other professions'] competences must follow unequivocally from the text of the law," the same letter says about the other professions.
Where the text actually bites
If a breach does not void the contract and the bill sets no fine, what happens to a company that writes its own employment contract? Probably nothing directly. The effect moves elsewhere, onto three pieces that fit together.
The first piece is the reservation: the activities on the list, including drafting documents for which the law requires written form, are performed only by a lawyer. The second is the law on the profession, which already treats the unauthorised exercise of a lawyer's activities as a crime, punished under the Criminal Code. The third is article 348 of the Criminal Code: practising a profession without the right to do so is punished today by three months to one year in prison or a fine.
Four of B563's sponsors (Robert Cazanciuc, Ion-Cristinel Rujan, Daniel Fenechiu and Cristian Niculescu-Țâgârlaș) also sponsored the bill that raises this penalty to up to five years in prison. The Senate adopted it in October 2025, with 126 votes in favour and one abstention. According to UNBR, the bill received a favourable report in the Chamber of Deputies on 1 April 2026. We did not find the Chamber's final vote.
Put together, the mechanism looks like this: the accountant who draws up clients' employment contracts, the HR company that generates them from a platform and the consultant who drafts a company's amendment would be doing for others an activity the law would reserve for lawyers. That is why the harshest reactions came from neighbouring professions, not only from companies. The Body of Expert and Licensed Accountants of Romania (CECCAR) called on 21 October for the bill to be withdrawn, warning that it "could restrict the activity of other professions".
UNBR replies that the powers of accountants, tax advisers, notaries and insolvency practitioners remain untouched. The text keeps the exception only for "other legal professions". An expert accountant is not a legal profession, and UNBR's letter itself asks for the exception to be extended expressly to professions regulated by special laws.
Who proposed the text and what it completes
The Senate record today shows nine sponsors: PSD senators Robert-Marius Cazanciuc, Titus Corlățean and Ion-Cristinel Rujan, PNL senators Cătălin-Daniel Fenechiu and Cristian-Augustin Niculescu-Țâgârlaș, USR senator Elena-Simona Spătaru, non-affiliated senator Nadia-Cosmina Cerva, PNL deputy Adrian-Felician Cozma and PSD deputy Adriana-Diana Tușa. The list changed after filing. AUR senators Nicolae Vlahu and Constantin-Ciprian Iacob withdrew their signatures in a letter registered on 19 October, and Adrian Cozma asked to become a co-sponsor on 20 October. The Senate's Standing Bureau approved both requests on 26 October.
Daniel Fenechiu is a vice-president of UNBR and Cristian Niculescu-Țâgârlaș is a vice-president of the Lawyers' Insurance Fund, according to UNBR's statement of 4 September 2025, in which the four senators announced a package of three bills for "diversifying, modernising and defending the legal profession". The package covered lawyers certifying companies' articles of association, the tougher article 348 penalty and lawyers serving as company directors. B563 picks up and extends that direction.
The explanatory memorandum invokes the protection of clients, not the interest of the profession. Written contracts "frequently produce significant legal and financial consequences", and the parties "do not always have the necessary knowledge". The text cites the German Legal Services Act, which defines a legal service by the examination of a concrete case, and the Council of Europe Convention for the protection of the profession of lawyer. It cites no European country that requires a lawyer for contracts under private signature.
What it would cost, according to each camp
RBL estimates an extra cost of more than 100 million euros a year for company documents and ordinary commercial contracts, and of almost 800 million if employment contracts are included. The calculation starts from Trade Register and Ministry of Labour data and from the minimum fee of 710 lei for drafting a contract, from UNBR's guide of recommended fees. The guide is not binding and, for companies, allows increases of up to 100%.
Our arithmetic, at the NBR rate of 5.3467 lei per euro on 26 October: 100 million euros means about 753,000 documents a year at 710 lei, and 800 million means about 6 million documents. The second figure is close to the number of active employment contracts. RBL's large scenario in practice assumes one fee a year for every employment contract. It is an order-of-magnitude assumption, not a measurement.
UNBR replies that the 800 million scenario "appears oversized", being built on a reading that goes beyond the scope of the duty, and that legal risk also has a cost. The Concordia confederation called on 26 October for the bill to be withdrawn, for a real consultation and for a clear cost calculation, and the employers' confederation IMM România called for it to be rejected. Concordia stresses that the fee does not depend on the size of the company: "Small firms would pay as much as a large company".
Neither side has the data that would settle the dispute: how many contracts a year require written form by law, how many are already drafted by lawyers and how many are generated from standard templates. That is exactly what the explanatory memorandum lacks; it says the benefits cannot be treated as certain savings "in the absence of an assessment".
The timetable and what comes next
The sponsors asked for the urgent procedure, but the Senate record shows it not approved. On 19 October, the Senate requested opinions from the Economic and Social Council, the Fiscal Council, the Legislative Council (deadline 18 November 2026) and the Superior Council of Magistracy, plus the Government's point of view. On 26 October it also requested the opinion of the Competition Council. The representative employers' confederations have seats on the Economic and Social Council, so its opinion is the first public test.
The Senate is the first chamber and the Chamber of Deputies has the final say. The Constitution gives the first chamber 45 days, or 60 for codes and complex laws, after which a bill that has not been voted on is deemed adopted. A Senate that delays without rejecting can therefore send the text onwards in the sponsors' version. Rejection or a rewrite in committee are the ways the duty can be removed before it reaches the Chamber.
Links 1 and 2 are documented in UNBR's 2024 resolution and in the statement of 4 September 2025. Link 3 is the Senate vote of October 2025. Links 4 and 7 are documented on the Senate record, in the sponsors' text and in the withdrawal and accession letters. Link 5 is our reading of the text, which UNBR partly confirms. Link 6 is the parties' estimates, not measurements. Link 8 follows from article 75 of the Constitution.
Three scenarios for 30 June 2027
The variable is the fate of the Civil Code duty (a lawyer drafts the document the law requires) at the end of the 2027 spring parliamentary session. The three scenarios cover every case and are mutually exclusive.
- A · The duty falls (50%). The Senate rejects the bill, the sponsors withdraw it or the Senate adopts a version without the Civil Code duty. The arguments: the united opposition of employers and neighbouring professions, AUR's withdrawal, the opinions requested and the fact that not even UNBR defends the broad reading of the text.
- B · The duty clears the Senate (25%). The Senate votes it, even in a narrower form, or the bill is deemed tacitly adopted and goes to the Chamber of Deputies. The arguments: the sponsors have already taken the tougher penalty through the Senate by 126 votes to one, and the constitutional deadline works in favour of a text that is not voted on.
- C · No decision (25%). The opinions are late, the committees delay, and the tacit-adoption deadline does not run out during the session. The bill stays in the Senate, with no vote and no withdrawal.
What it means for a company in Romania
Nothing changes today: the bill is not law, and contracts already signed remain valid. If the text passes in its current form, a company that writes its own contracts does not lose them, but its accounting or HR provider might no longer be allowed to write them for it. Anyone using a platform that generates personalised contracts should watch whether the final text keeps the exception for "standardised legal tools". This analysis is not legal advice.
Forecast table
| Forecast | Horizon | Probability | How it is checked | Verification source |
|---|---|---|---|---|
| The Economic and Social Council gives a negative opinion on bill B563/2026 | by 31.12.2026 | 65–75% | The opinion published on the bill's record or on the council's website | senat.ro, ces.ro |
| The Government sends a point of view that does not support the sponsors' version | by 30.06.2027 | 50–60% | The point of view published on the bill's record: "does not support", or "supports" with a request to remove or narrow the Civil Code duty | senat.ro |
| The Chamber of Deputies adopts the tougher penalty for practising a profession without the right (art. 348 Criminal Code) | by 30.06.2027 | 25–35% | The Chamber's final vote on the bill | cdep.ro |
| Scenario A: the Civil Code duty falls (rejection, withdrawal or a version adopted without it) | 30.06.2027 | 45–55% | The bill's stage and the version adopted by the Senate | senat.ro |
| Scenario B: the duty clears the Senate (vote or tacit adoption) | 30.06.2027 | 20–30% | The same stage | senat.ro |
| Scenario C: no Senate decision | 30.06.2027 | 20–30% | The same stage | senat.ro |
| The Civil Code duty enters into force | by 31.12.2027 | 5–15% | The law published in the Official Gazette with art. 1241(2) in its basic form | monitoruloficial.ro |
When we consider the analysis wrong
We set the thresholds in advance, so as not to interpret them after the fact.
- Our caution is wrong if the Senate votes the duty by 31 March 2027 without adding an exception for parties who draft their own contract.
- The thesis about neighbouring professions is wrong if the version adopted by the Senate expressly preserves the powers of professions regulated by special laws, including expert accountants, and CECCAR withdraws its objection.
- The cost reading must be revised if the Fiscal Council or the Government publishes an estimate of the number of contracts affected that differs by more than half from the order of magnitude of the two camps.
Main sources: the bill's record on senat.ro, with the sponsors' text, the explanatory memorandum and the letters on the list of sponsors; UNBR's reply to RBL of 20 October 2026; the statements of Concordia, RBL, CECCAR and IMM România; the Civil Code, the Labour Code, the Code of Civil Procedure and the Criminal Code as in force; Ministry of Labour data on active contracts. The exchange rate comes from the NBR series in the olivLaw database. Quotations from Romanian sources are olivLaw's translations.
