Legal Flash no. 125

Amendments approved by Law No. 239/2025, with effects on companies

On 15 December 2025, Law No. 239/2025 was adopted, which introduced, among others, the following amendments affecting companies (effective as of 18 December 2025):

1. Minimum share capital of a limited liability company (SRL)

 

• SRLs already registered with the Trade Register that have a turnover exceeding RON 400,000 are required to increase their share capital and amend the articles of association within a maximum of 2 years from the entry into force of the law, i.e. by 18 December 2027.
• Failure to comply with the obligation to increase the share capital within the statutory deadline may lead to the dissolution of the company, at the request of any interested person or of the National Trade Register Office (ONRC).

2. Newly incorporated SRLs must have a minimum share capital of RON 500.

At his moment, it is not clear whether the obligation to increase the share capital must be fulfilled upon the first amendment of the articles of association, regardless of the reason (e.g., change of business object, registered office, company name, etc.), or whether it may be postponed and fulfilled separately up to the expiry of the two-year term.

2. Enforceability of the transfer of a controlling interest in an SRL where the SRL has outstanding tax liabilities

 

• The transfer of the shares of an SRL by a shareholder who holds control over the company, or where such control results from the transfer (control being defined as the majority of voting rights, either in the general meeting of shareholders or in the board of directors), is enforceable against the tax authority under the following conditions:

 

1. Within 15 days from the date of the transfer, the transferor, the transferee, or the company notifies the central tax authority of the share transfer deed and the updated articles of association;
2. The company or the transferee provides guarantees in accordance with the Fiscal Procedure Code (i.e., depositing cash amounts with the Treasury or submitting a bank guarantee letter issued by a credit institution or an insurance guarantee policy covering the value of the outstanding liabilities indicated in the tax clearance certificate); by way of exception, the transferor or the transferee may request the issuance of a tax clearance certificate regarding the target company to determine the existence of outstanding liabilities;
3. The approval of the tax authority is obtained regarding the provision of the above guarantees.

 

• The above conditions are verified upon the registration of the transfer with the Trade Register; thus, it follows that the transfer of shares cannot be registered with the Trade Register and the transaction will be blocked insofar as the above steps are not complied with;
• The recommendation is that the parties involved in such a transaction obtain a tax clearance certificate regarding the target company in order to clarify its tax situation, and, where outstanding obligations / other budgetary claims individualized in enforceable titles exist, to comply with the above conditions in front of tax authorities before submitting the file to the Trade Register, in order to avoid its blockage;
• The application procedure, as well as the manner of cooperation between ANAF and the National Trade Register Office (ONRC), will be approved by a joint order within 60 days from the entry into force of the law;
• Last but not least, we note that there are also opinions according to which the above procedure is applicable to all transfers of shares involving a change of control, not only where the target company records outstanding tax obligations / other budgetary claims individualized in enforceable titles issued in accordance with the law – including the practice of the Trade Register, which is currently inconsistent.

 

3. New situations leading to taxpayer inactivity

• A legal entity taxpayer is declared inactive, and the provisions of the Fiscal Code regarding the effects of inactivity apply, if it:

1. Does not have a payment account in Romania or an account opened with a State Treasury unit;
2. Has not submitted the annual financial statements within five months from the expiry of the statutory deadline for their submission.

 

• A taxpayer declared inactive in the above cases is reactivated if: (i) the situation that generated inactivity no longer exists; (ii) all statutory declarative obligations have been fulfilled; (iii) there are no outstanding tax liabilities; and (iv) the taxpayer is not in any other inactivity situation provided by the Fiscal Procedure Code.

4. Granting and repayment of loans. Distribution of dividends

• Companies that distribute quarterly dividends, in accordance with the law, may not grant loans to shareholders or associates, as applicable, or to other affiliated persons, until the differences resulting from dividend distributions during the year are regularized. Failure to comply with this prohibition results in joint and several liability of the company and the shareholder/associate who benefited from interim dividend payments that were not regularized, or to whom loans were repaid, although the company’s net assets were below the statutory threshold. Non-compliance constitutes an administrative offence, punishable by a fine ranging from RON 10,000 to RON 200,000.

 

• Companies which, based on annual financial statements approved in accordance with the law, have net assets reduced to less than half of the subscribed share capital, may not repay loans taken from shareholders/associates or other affiliated persons. Failure to comply triggers joint and several liability of the company and the shareholder/associate to whom the loans were repaid, although the company’s net assets were below the statutory threshold. The company, together with the shareholders/associates, is jointly and severally liable for the outstanding budgetary obligations owed by the company and administered by the central tax authority, up to the amount of the loan granted or repaid. Non-compliance constitutes an administrative offence punishable by a fine from RON 10,000 to RON 200,000.

 

• Companies which, at the end of the current financial year, record a profit for the reporting financial year but also have carried-forward accounting losses, may distribute dividends from the profit of the current financial year only after constituting legal reserves, covering the carried-forward losses, and establishing reserves in accordance with statutory requirements.

• Companies which, based on annual financial statements approved in accordance with the law, have net assets reduced to less than half of the subscribed share capital, may distribute dividends from the profit of the current financial year only after restoring the net assets to at least the minimum level provided by law.

• Companies which, based on interim financial statements approved in accordance with the law, have net assets reduced to less than half of the subscribed share capital may not distribute interim dividends from the profit of the current financial year unless they have restored the net assets to the statutory minimum level.

• If the board of directors finds that, following losses determined on the basis of annual financial statements approved according to the law, the company’s net assets have fallen below half of the subscribed share capital, it must immediately convene the General Meeting of Shareholders to decide whether the company should be dissolved. If the general meeting does not decide on dissolution, the company is required, no later than the end of the financial year following the one in which the losses were identified, to reduce the share capital by at least the amount of the losses not covered by reserves, unless during this period the net assets have been restored to at least half of the share capital.

• Companies that record debts to shareholders arising from loans or other financing granted by them and that fail to comply with the above obligation within 2 years from the end of the financial year following the one in which the losses were identified are required to increase the share capital by converting these receivables, while observing the rights of the other shareholders. Failure to comply with this obligation constitutes an administrative offence punishable by a fine ranging from RON 40,000 to RON 300,000.

• Consequently, the new rules aim to strengthen companies’ financial discipline by limiting dividend distributions and the repayment of loans to shareholders when the net assets are impaired or unrecovered losses exist. Non-compliance with these obligations attracts significant sanctions and joint liability, emphasizing the importance of prudent management of capital and intragroup financing.