RELEVANT CHANGES CONCERNING COMPANIES

REGULATIONS: Law no. 239/15.12.2025 on establishing measures for the recovery and efficiency of public resources and for amending and supplementing certain normative acts (the “Law”) was published in the Official Gazette no. 1160/15.12.2025.

ENTRY INTO FORCE OF THE CHANGES:  Starting December 18, 2025.

APPLICABILITY:  Among other measures adopted, the Law brings important amendments to Law 31/1990 on companies, republished with subsequent amendments and completions.

IMPORTANT AMENDMENTS AND ADDITIONS APPLICABLE TO COMPANIES:  Increasing the minimum share capital for limited liability companies

• the minimum value of the share capital of limited liability companies is established depending on the level of net turnover reported in the annual financial statements for the previous financial year , respectively, in the case of companies that have registered a net turnover over 400,000 lei, the minimum value of the share capital is 5,000 lei;
• in the case of newly established limited liability companies , the minimum value of the share capital is 500 lei;
• the minimum value of the share capital is increased until the end of the financial year following the one in which the increase in the net turnover reported in the annual financial statements of the previous financial year is noted;
• limited liability companies registered in the trade register shall increase their share capital established by amending the articles of association, but no later than 2 years from the date of entry into force of this law. If the limited liability company has not completed its share capital within this term, at the request of any interested person, as well as of the National Trade Register Office , the court shall pronounce the dissolution of the company ;
• in the case of limited liability companies that increase their share capital by December 31, 2026, the fee for publishing the act in the Official Gazette of Romania, Part IV, which provides for this increase is reduced by 50% compared to the value in force at the time of publication, if the amendment exclusively aims at increasing the share capital for the implementation of the provisions of the Law;

 Aspects regarding the transfer of shares that confer control in a limited liability company

• the transfer of shares conferring control over a limited liability company (shares conferring the majority of voting rights in the general meeting of shareholders or in the board of directors) is enforceable against the central tax authority under the following conditions:

a) within 15 days from the date of the assignment, the assignor, assignee or company shall notify the central fiscal body of the act of transmission of the shares and the updated constitutive act with the identification data of the new shareholders;
b) if the company registers outstanding tax obligations as well as other individualized budgetary receivables in enforceable titles issued according to the law and existing in the records of the central fiscal body for recovery, it or the transferee shall constitute guarantees according to art. 211 letter a) and /or b) of Law no. 207/2015 (consignment of funds to a unit of the State Treasury and /or letter of guarantee issued by a credit institution or guarantee insurance policy issued by an insurance company), which shall cover the value of the outstanding obligations included in the tax certification certificate, which may be requested by the company, transferor or, as the case may be, by the transferee;
c) When registering the assignment in the trade register, if the company registers outstanding tax obligations as well as other individualized budgetary receivables in enforceable titles issued according to the law and existing in the records of the central fiscal body for recovery, proof of the fiscal body’s agreement regarding the establishment of guarantees shall be presented .

 Aspects regarding loans granted to shareholders and other affiliates

• Companies that distribute dividends quarterly may not grant shareholders, as the case may be, or other affiliated persons, as defined under applicable accounting regulations, loans, until the differences resulting from the distribution of dividends during the year are settled.
• Companies that, based on the annual financial statements , approved according to the law, have a net asset value reduced to less than half of the value of the subscribed share capital, cannot repay the shareholders, as the case may be, or other affiliated persons, as defined according to the applicable accounting regulations, the loans taken from them.
• Failure to comply with the above-mentioned prohibitions shall result in the joint and several liability of the company and the shareholder in question. The company, together with the shareholders, shall be jointly and severally liable for the outstanding budgetary obligations owed by the company and administered by the central fiscal body, within the limits of the amounts that were the subject of the loan thus granted, respectively repaid.
• Failure by companies to comply with the prohibitions provided above constitutes a contravention and is sanctioned with a fine from 10,000 lei to 200,000 lei, by the persons with responsibilities in this regard, within the Agency. National Tax Administration. The offender does not benefit from the possibility of paying, within 15 days from the date of delivery or communication of the report, half of the minimum fine.

 New aspects regarding dividends

• companies that at the end of the current financial year record a profit for the reporting financial year, but record a carried forward accounting loss, according to the provisions of the Accounting Law no. 82/1991, may make dividend distributions from the profit of the current financial year only after the establishment of legal reserves, the coverage of the carried forward accounting loss and the establishment of reserves in accordance with the statutory requirements ;
• companies which, based on the annual financial statements, approved according to the law, have a net asset value reduced to less than half of the value of the subscribed share capital, may make dividend distributions from the profit of the current financial year only after the net asset value is restored to the minimum value provided by law;
• Companies that, based on the interim financial statements , approved according to the law, have a net asset value reduced to less than half of the value of the subscribed share capital, cannot make interim dividend distributions from the profit of the current financial year if they have not restored the net asset to the minimum value provided by law.

 New provisions regarding the obligation of companies to reconstitute the net assets that have been reduced to less than half of the value of the subscribed share capital:

• Failure by the company to comply with the obligation to reconstitute the net asset to a value at least equal to half of the share capital, at the latest by the end of the financial year following the one in which the losses were ascertained, constitutes a contravention and is sanctioned with a fine from 10,000 lei to 200,000 lei;
• Companies whose net assets are reduced to less than half of the value of the subscribed share capital and which record debts to shareholders resulting from loans or other financing granted by them and which do not comply with the obligation to reconstitute the net asset within 2 years from the end of the financial year following the one in which the losses were ascertained, are obliged to increase the share capital by converting these receivables, while respecting the rights of the other shareholders – the right to subscribe with preference proportional to the number of shares they hold. Failure by the company to comply with this obligation constitutes a contravention and is sanctioned with a fine from 40,000 lei to 300,000 lei.
• also apply accordingly to limited liability companies.
• These provisions do not apply to shareholders who:

a) have as their purpose or object of activity the making of investments or the management of alternative investment funds or eligible venture capital funds and are entities that belong to groups of alternative investment funds, eligible venture capital funds or are administrators of such funds;
b) have as their main purpose or object of activity making investments , holding shares in companies or financing on a professional basis the companies in which they hold shares shares / stocks (NACE 64);
c) have the quality of professional investors, defined according to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;
d) have the quality of investors in a crowdfunding project , within the meaning of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for businesses and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937, either directly or indirectly, through an entity that directly holds a participation in such a project; or
e) are natural persons who have invested an amount between 2,500 euros and 200,000 euros, the equivalent in lei at the exchange rate of the National Bank of Romania on the day of the investment , in a micro or small enterprise, as defined by Law no. 346/2004 on stimulating the establishment of and development of small and medium-sized enterprises, and do not hold , directly or indirectly, more than 25% of the share capital of the company in question,
provided that, in any of the situations provided for in letters a)-e) above, the loans are not repaid to the shareholders within a period of 4 years from the date of granting the loans.

At the same time, these provisions do not apply to companies declared inactive, during the period of inactivity.

• The detection of contraventions and the application of the sanctions provided above are carried out by authorized persons within the Agency. National Tax Administration starting with 2027, based on the annual financial statements for the financial year starting on January 1, 2025 or after this date.

 New cases in which a company can be declared fiscally inactive

• The law provides for two new cases in which a legal entity is declared inactive and the provisions of the Tax Code regarding the effects of inactivity are applicable to it:
  a) does not have a payment account in Romania or an account opened at a unit of the State Treasury;
  b) did not submit the annual financial statements within 5 months of the legal deadline for their submission.
• The declaration of inactivity of legal entities for failure to meet these conditions is carried out starting January 1, 2026.
• If a company declared inactive is not reactivated within one year from the date on which it was declared inactive, it is dissolved.
• Inactive legal entities according to art. 92 of Law no. 207/2015, with an inactivity of more than 3 years on the date of entry into force of the Law, which do not appear with outstanding tax obligations as well as other individualized budgetary receivables in enforceable titles issued according to the law and existing in the records of the central fiscal body for recovery and are not subject to criminal complaints, shall be dissolved if they are not reactivated within 30 days from the date of entry into force of this Law.
• Legal entities declared inactive according to art. 92 of Law no. 207/2015, with an inactivity between 1 – 3 years on the date of entry into force of the Law, which do not appear with outstanding tax obligations as well as other individualized budgetary receivables in enforceable titles issued according to the law and existing in the records of the central fiscal body for recovery and are not subject to criminal complaints, shall be dissolved if they are not reactivated within 90 days from the date of entry into force of this Law. By way of exception, in the case of the taxpayer/payer whose temporary inactivity is registered in the trade register, the application for dissolution shall be made after the expiry of the temporary inactivity term, in the event that they have not resumed their activity .