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 .

The post RELEVANT CHANGES CONCERNING COMPANIES first appeared on Mădălina Ivan.

***

The post PROLONGATION OF DEADLINES FOR CERTAIN SUSTAINABILITY REPORTING REQUIREMENTS first appeared on Mădălina Ivan.

The post COMPLETIONS TO ROMANIAN LAW ON THE PROTECTION AND PROMOTION OF THE RIGHTS OF PERSONS WITH DISABILITIES first appeared on Mădălina Ivan.

CSDDD requires companies to ensure human rights and environmental protection throughout their global value chains.

Companies will have to conduct due diligence on the adverse impacts of their actions to foster responsible corporate behavior.

Article 2 of CSDDD provides that CSDDD shall apply to companies which are formed in accordance with the legislation of a Member State and which fulfil one of the following conditions:

1. the company had more than 1 000 employees on average and had a net worldwide turnover of more than EUR 450 000 000 in the last financial year for which annual financial statements have been or should have been adopted;
2. the company did not reach the thresholds as referred to in point (a) but is the ultimate parent company of a group that reached those thresholds in the last financial year for which consolidated annual financial statements have been or should have been adopted;
3. the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 22 500 000 in the last financial year for which annual financial statements have been or should have been adopted, and provided that the company had or is the ultimate parent company of a group that had a net worldwide turnover of more than EUR 80 000 000 in the last financial year for which annual financial statements have been or should have been adopted.

CSDDD shall also apply to companies which are formed in accordance with the legislation of a third country and fulfil one of the following conditions

1. the company generated a net turnover of more than EUR 450 000 000 in the Union in the financial year preceding the last financial year;
2. the company did not reach the threshold as referred to in point (a) but is the ultimate parent company of a group that on a consolidated basis reached that threshold in the financial year preceding the last financial year;
3. the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 22 500 000 in the Union in the financial year preceding the last financial year; and provided that the company generated, or is the ultimate parent company of a group that generated, a net turnover of more than EUR 80 000 000 in the Union in the financial year preceding the last financial year.

Where the ultimate parent company has as its main activity the holding of shares in operational subsidiaries and does not engage in taking management, operational or financial decisions affecting the group or one or more of its subsidiaries, it may be exempted from carrying out the obligations under the CSDDD if certain conditions are met.

The post CSDDD/ EU SUPPLY CHAIN LAW HAS ENTERED INTO FORCE ON JULY 25, 2024 first appeared on Mădălina Ivan.

Currently, Law no. 361 of December 16, 2022, on the protection of whistleblowers, published in the Official Gazette of Romania no. 1218 of December 19, 2022 (“Whistleblowing Law”), also applies to private legal entities with at least 50 employees. The Whistleblowing Law transposed Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, on the protection of persons who report breaches of Union law.

According to the information published by the National Integrity Agency, in order to meet the legal requirements derived from the Whistleblowing Law and to implement the associated legislative framework uniformly, the National Integrity Agency provides legal entities responsible for these obligations with models of internal reporting procedures and for carrying out subsequent actions, relevant materials, methodological support, and/or counselling, and has published practical guides for designated persons and whistleblowers.

Moreover, an increasing number of digital whistleblowing platforms offer services in Romania for implementing electronic channels for reporting violations of law.

Although, compared to the time the publication of the Whistleblowing Law, legal entities in Romania currently have access to practical guides and a higher level of information regarding their obligations under the Whistleblowing Law, in practice, situations still arise where internal reporting channels are either missing, especially in companies with less than 250 employees [1], or the whistleblowing policy is not fully implemented according to the provisions of the Whistleblowing Law, or employees are not trained on how to effectively apply the existing whistleblowing policy within the company, how to act regarding the protection of a whistleblower and to ensure the necessary confidentiality or how to act when they become aware of a law violation.

To this end, we frequently recommend that employers consider both the implementation of adequate employee training and the review and completion of the policies applicable at the employer level and/or the internal regulations concerning the obligations of reporting of law violations or regarding whistleblowers.

Among the obligations provided by the Whistleblowing Law, particular attention should be paid to the obligation to prohibit and not to retaliate against whistleblowers, threats of retaliation, or attempts of retaliation. Retaliation means any direct or indirect action or omission occurring in a work-related context, which is prompted by internal or external reporting or public disclosure and causes or may cause harm to the whistleblower.

Thus, the Whistleblowing Law prohibits any form of retaliation against whistleblowers, in particular those concerning: (i) any suspension of the individual employment contract, amendment of the employment contract, or service relationship; (ii) dismissal, salary reduction and change of work schedule; (iii) demotion or withholding of promotion and professional development, including through negative performance assessment or negative recommendations for the professional activity performed; (iv) imposition of any other disciplinary sanctions, coercion, intimidation, harassment; (v) discrimination, creating another disadvantage or subjecting to unfair treatment; (vi) failure to convert a fixed-term employment contract into an indefinite-term contract when the worker had legitimate expectations of being offered a permanent position; (vii) failure to renew a fixed-term employment contract or early termination of such a contract; (viii) causing harm, including to the person’s reputation, particularly on social media platforms, or financial losses, including loss of business opportunities and income; (ix) blacklisting on the basis of a sector or industry-wide informal or formal agreement, which may entail that the person will not find employment in that sector or industry in the future; (x) unilateral extrajudicial termination of a contract for goods or services, without meeting the conditions in this regard; (xi) cancellation of a license or permit; (xii) psychiatric or medical referrals.

Furthermore, we underline to the fact that whistleblowing represents a relevant element in the analysis of governance aspects in integrating ESG factors – regarding sustainability. The European Sustainability Reporting Standards (ESRS), adopted by Delegated Regulation (EU) 2023/2772 of the Commission of July 31, 2023 supplementing Directive 2013/34/EU of the European Parliament and of the Council [2], published in the Official Journal of the European Union on December 22, 2023, mention whistleblower protection as a sub-theme of Professional Conduct provided by ESRS G1, alongside other sub-themes such as corporate culture, animal welfare, political engagement and lobbying activities, management of relationships with suppliers, including payment practices.

Undertakings that have the obligation to perform sustainability reporting in accordance with Articles 19a and 29a of Directive 2013/34/EU [3], in reporting under ESRS G1, will include aspects regarding how the undertaking protects whistleblowers, including: (i) details on the establishment of internal whistleblower reporting channels, including whether the undertaking provides for information and training to its own workers and information about the designation and training of staff receiving reports and (ii) measures to protect against retaliation its own workers who are whistleblowers in accordance with the applicable law transposing Directive (EU) 2019/1937 of the European Parliament and of the Council. Where the undertaking has no policies on the protection of whistle-blowers, it shall state this and whether it has plans to implement them and the timetable for implementation.

Thus, in the context of governance as a sustainability factor, an efficient management body is expected to consider and oversee the whistleblowing procedures applicable at the level of the undertaking.

In conclusion, whistleblowing remains a relevant and essential topic for the private sector both for the protection of whistleblowers reporting law violations and for ensuring sustainable and ethical corporate governance.

[1] As of December 17, 2023, the obligation to identify or establish internal reporting channels for reporting violations of the law is applicable for private legal entities that have between 50 and 249 employees.

[2] Directive 2013/34/EU, as amended by Directive (EU) 2022/2464 of the European Parliament and of the Council, requires large undertakings, small and medium-sized undertakings with securities admitted to trading on the EU regulated markets, as well as parent undertakings of large groups, to include in a dedicated section of their management report or consolidated management report the information necessary to understand the undertaking’s impacts on sustainability matters, and the information necessary to understand how sustainability matters affect the undertaking’s development, performance and position.

[3] Please see Order of the Ministry of Public Finance No. 85/2024 for regulating aspects related to sustainability reporting, which partially transposed Directive 2013/34/EU on annual financial statements, consolidated financial statements, and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council, and repealing Council Directives 78/660/EEC and 83/349/EEC.

Mădălina Ivan, Managing Partner Mădălina Ivan Business Attorneys at Law

24 July, 2024

The post IS WHISTLEBLOWING STILL RELEVANT FOR THE PRIVATE SECTOR? first appeared on Mădălina Ivan.

The post AMENDMENT TO ROMANIAN LABOUR CODE REGARDING THE NIGHT WORK first appeared on Mădălina Ivan.

The post EMPLOYERS’ OBLIGATIONS REGARDING INTERNAL GUIDELINES FOR PREVENTING AND COMBATING MORAL AND SEX-BASED HARASSMENT AT THE WORKPLACE first appeared on Mădălina Ivan.

Mădălina Ivan, attorney at law with over 17 years of experience in business law in Romania, launches a new law office dedicated to legal advisory and assistance services for businesses – Mădălina Ivan Business Attorneys at Law.

The main practice areas of Mădălina Ivan Business Attorneys at Law cover: corporate law, mergers & acquisitions, capital markets, ESG, corporate governance and compliance, labour law, fintech, crowdfunding, financial services, personal data protection and public procurement.

Mădălina Ivan: This change comes after a careful analysis of how we can offer the best legal services and respond to clients’ needs in a personalized and flexible way. We aim to offer integrated legal services adapted to various business models and industries, having a close and direct communication with each client. Our approach is pragmatic, results-driven and always focused on protecting our clients’ interests. We are committed to offering strategic business oriented legal solutions for our clients.

Mădălina Ivan – Managing Partner, has significant experience in business law accumulated within three top tier law firms in Romania and she has been involved in complex M&A deals, capital markets projects, financial services projects, takeovers and reorganizations.

The post Mădălina Ivan, attorney at law with over 17 years of experience in business law in Romania, launches a new law office – Mădălina Ivan Business Attorneys at Law first appeared on Mădălina Ivan.