Law no. 239/15.12.2025 establishing certain measures to restore and render more efficient public resources and to amend and supplement certain legal instruments (hereinafter the “Law”), was published in the Official Gazette of Romania no. 1160/15.12.2025.
The main amendments that are relevant to companies’ law, are outlined below and enter into force on 18 December 2025.
1.Transfer of shares conferring control over limited liability companies (“SRLs”) (art. V and X of the Law)
The transfer of the shares conferring control in the meaning of the Tax Procedure Code (i.e. the majority of the voting rights in the general meeting of shareholders or the board of directors) in SRLs, is enforceable against the central tax authority subject to the following terms:
a.the transferor, transferee or company notifies the central tax authority within 15 days from the transfer date, the share transfer document and the articles of association updated to provide for the identification data of the new shareholders;
b.if the company has overdue tax debts and other budgetary receivables materialized in enforceable titles that are subject to recovery as per such authority’s records, the company or the transferee shall create securities as per art. 211 a) and b) of the Tax Procedure Code (i.e. by blocking cash with the State Treasury and/or submitting a guarantee letter issued by a credit institution or an insurance policy issued by an insurance company as security), covering the amount of the overdue debts shown in the tax certificate that may be requested by the company, the transferor or, as the case may be, the transferee;
c.if the company has overdue tax debts and other budgetary receivables materialized in enforceable titles that are subject to recovery as per such authority’s records, the tax authority’s approval for the creation of securities is required to be submitted upon the registration of such transfer with the Trade Registry.
Upon the registration of the transfer of such percentage of shares conferring control in a SRL, the Trade Registry verifies the fulfilment of the above-mentioned conditions. The Trade Registry shall request a tax certificate from the National Agency of Fiscal Administration to check the third condition above.
The securities thus created shall be released by the tax authority upon the settlement of the payment obligations shown in the tax certificate. If such payment obligations are not settled within 60 days from the registration of the transfer with the Trade Registry, the central tax authority shall enforce the securities.
The procedure for the application of these provisions shall be approved by joint order of the National Agency of Fiscal Administration and minister of justice. Such order shall be approved within 30 days from the entry into force of this Law and published in the Official Gazette of Romania, Part 1.
2.Minimum share capital of SRLs (art. VI of the Law)
After the entry into force of this Law, the minimum value of the share capital of SRLs shall be established by reference to the net turnover recorded in the annual financial statements related to the preceding fiscal year, namely in the case of the companies having recorded a net turnover over RON 400,000, the minimum value of the share capital shall be of RON 5,000.
The minimum value of the share capital of newly incorporated SRLs shall be of RON 500. Such minimum value shall be increased until the end of the financial year subsequent to the one when it is ascertained the increase of the net turnover that was reported in the annual financial statement of the preceding financial year. The value of the share capital shall remain unchanged in case of reduction of the net turnover.
Unless the company is transformed into another type of company, the share capital of a SRL may be reduced below the minimum value only if it is kept at least equal to such minimum value by passing a resolution for the increase of the share capital simultaneously with a resolution approving the reduction of the share capital. In the case of breach of such provisions, any interested person may ask in court the company’s winding-up.
SRLs that are already registered with the Trade Registry shall increase their share capital as per these provisions no later than 2 years from the entry into force of this Law. Unless the company restores its share capital within the prescribed term, the court shall declare the company wound-up upon the request of any interested person, as well as of the Trade Registry. The company shall not be wound-up if its share capital is restored up to the minimum value until that such court order becomes final.
In the case of the SRLs that increase their share capital as thus required until 31 December 2026, the tariff for the publication of the resolution in the Official Gazette of Romania, part IV, shall be reduced by 50%. Such reduction shall apply if the amendment solely concerns the increase of the share capital by applying the provisions of this Law.
3.Additional cases of tax inactivation and rules on the winding-up of companies declared inactive from a tax standpoint (art. I points 3, 4 and art. VII of the Law)
This Law provides for two additional cases where the taxpayer is declared inactive from a tax standpoint and made subject to the provisions of the Tax Code regarding the effects of inactivation: a) it has no payment account opened in Romania or an account opened with the State Treasury; b) it failed to submit the annual financial statements within 5 months from the expiry of the prescribed statutory term. The taxpayers may be declared inactive on such grounds starting with 1 January 2026.
If a company declared inactive fails to re-activate within one year from the date when it was declared inactive, it shall be wound-up. The tax authority is bound to ask for the winding-up regardless of whether such company has or does not have overdue tax debts and other budgetary receivables materialized in enforceable titles that are subject to recovery as per such authority’s records, provided that it is not subject to a criminal claim. By exception, one may ask for the winding-up of a company whose temporary inactivation was registered with the Trade Registry, after the expiry of the temporary inactivation term, unless it was re-activated within such term. These provisions apply to the taxpayers that are declared inactive after the entry into force of this Law.
The taxpayers declared inactive as per art. 92 of the Tax Procedure Code, that have been inactive for more than 3 years as at the entry into force of this Law, that do not have overdue tax debts and other budgetary receivables materialized in enforceable titles that are subject to recovery as per such authority’s records and are not subject to criminal claims, are wound-up unless they are re-activated within 30 days from the entry into force of this Law.
The taxpayers declared inactive as per art. 92 of the Tax Procedure Code, that have been inactive for a period comprised between 1-3 years as at the entry into force of this Law, that do not have overdue tax debts and other budgetary receivables materialized in enforceable titles that are subject to recovery as per such authority’s records and are not subject to criminal claims, are wound-up unless they are re-activated within 90 days from the entry into force of this Law. By exception, one may ask for the winding-up of a taxpayer whose temporary inactivation was registered with the Trade Registry, after the expiry of the temporary inactivation term unless it was re-activated within the same term.
The tax authority is bound to ask for the winding-up of the taxpayers that were declared inactive as per art. 92 of the Tax Procedure Code prior to the entry into force of this Law, within one year from its entry into force, unless they are re-activated, in the case that : a) they have overdue tax debts and other budgetary receivables materialized in enforceable titles that are subject to recovery as per such authority’s records; b) they are not subject to criminal claims.
In all cases above, companies regulated by Companies Law no. 31/1990 shall be wound-up as per art. VIII of this Law.
4.Winding-up of companies that were declared inactive from a tax standpoint (art. VIII and X of the Law)
If a company declared inactive by decision of the central tax authority pursuant to the Tax Procedure Code, is inactive for longer than as prescribed by law, it shall be wound-up based on a newly introduced procedure that is similar to the current procedure set out in art. 237 and 2372 of the Companies Law for the judiciary winding-up.
5.Supplementation to Companies Law no. 31/1990 (art. XXIV and XXV of the Law)
With regard to loans to shareholders and other affiliates (supplementation of art. 67):
Companies that distribute quarterly dividends may not grant loans to shareholders or other affiliates, as defined under the applicable accounting regulations[1], prior to the regularisation of the balances resulting from the distribution of dividends during the financial year.
Companies whose net assets are below half of the subscribed share capital pursuant to the annual financial statements duly approved, may not reimburse to the shareholders or other affiliates, as defined under the applicable accounting regulations, the loans received from the them.
The infringement of the above prohibitions triggers the joint liability of the company and concerned shareholder. The company and shareholders are held jointly liable for the payment of the overdue tax obligations owed by the company and managed by the central tax authority, up to the limit of the amounts that were object of the loan that was thus granted or reimbursed.
The breach by the company of the above prohibitions is minor offence and punished by fine in amount of RON 10,000 up to RON 200,000, that is inflicted by the specialized personnel of the National Agency of Fiscal Administration. By derogation from the general rule, the company may not pay half of the minimum fine, within 15 days from the receipt or communication of the sanction minutes.
With regard to dividends (insertion of a new art. 691):
Companies that record, as at the end of the current financial year, profit in respect of the financial year subject to report, but have carried forward accounting loss as per the Accounting Law no. 82/1991, may distribute dividends from the profit of the current financial year only after having established the legal reserve, covered the accounting loss carried forward and established the reserves in compliance with the statutory requirements.
Companies that, based on the annual financial statements duly approved, have net assets in an amount lower than half of the subscribed share capital, may distribute dividends from the profit of the current financial year only after the reinstatement of the net assets to the minimum value required by law.
Companies that, based on the interim financial statements duly approved, have net assets in an amount lower than half of the subscribed share capital, may not distribute interim dividends from the profit of the current financial year unless they reinstated the net assets to the minimum value required by law.
With regard to the net assets lower than half of the subscribed share capital (supplementation to art. 15324):
The breach by the company of the obligation to reinstate the net assets up to at least ½ of the share capital until the end of the financial year following the one when the losses were ascertained, is minor offence and punished by fine in an amount between RON 10.000 lei and RON 200.000.
The companies having net assets lower than ½ of the subscribed share capital and debts towards the shareholders resulting from loans or other financing granted by the latter[2], that fail to reinstate the net assets within 2 years from the end of the financial year following the one when the losses were ascertained, are bound to increase their share capital via the conversion of such receivables[3], by observing the other shareholders’ rights set out in art. 216 (i.e. the right to subscribe with preference pro rata with the number of shares they own). The breach by the company of such obligation is minor offence and punished by fine in an amount between RON 40.000 de lei and RON 300.000.
These provisions apply accordingly to SRLs.
The above minor offences and sanctions are respectively acknowledged and inflicted by the personnel of the National Agency of Fiscal Administration starting with the year 2027, by reference to the annual financial statements related to the financial year starting on 1 January 2025 or at a later date.
The application of such sanctions is subject to 12-month limitation term calculated from the commission of the breach.
By derogation from the general rule, the company may not pay half of the minimum fine, within 15 days from the receipt or communication of the sanction minutes.
These provisions do not apply to the shareholders that:
a) have as purpose or business purpose the making of investments or management of alternative investment funds or eligible capital risk funds, and are entities that belong to groups such as alternative investment funds, eligible capital risk funds or are mangers of such funds;
b) have as main purpose or business the making of investments, holding of participations in companies or the professional financing of companies in which they hold shares (CAEN 64);
c) are professional investors, as defined under the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;
d) are investors in a crowdfunding project in the meaning of the Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937, either directly or indirectly, via an entity holding directly a participation in such project; or
e) are individuals who invested an amount comprised between EUR 2,500 and EUR 200,000, the RON equivalent as per the exchange rate of the National Bank of Romania on the investment day, in a micro-company or small-size company, as defined by Law no. 346/2004 on the stimulation of incorporation and development of small and medium-sized undertakings, and do not hold, directly or indirectly, more than 25% of the share capital of such company,
provided that, in any of the cases set out at letters a)-e) above, the loans shall not have been reimbursed to the shareholders within 4 years from the date they were granted.
Likewise, these provisions do not apply to the companies declared inactive, during the inactivation period.
[1] As per the Order no. 1802/2014 approving the accounting Regulations regarding the individual financial statements and consolidated financial statements, „affiliate entities” means two or more entities within a group („group” means a parent-company and all its subsidiaries, and “subsidiary” means an entity controlled by a parent-company, including any subsidiary of the parent-company that controls them).
[2] In the case of the companies having the State as shareholder, the debts towards the shareholders resulting from loans or other financing granted by the latter, shall not include the debts to the central consolidated budget and the loans that the companies receive, with the observance of the antitrust regulations, from the incomes resulting from privatizations. Such provisions equally apply to the companies having the local administrative units as shareholder.
[3] These provisions do not apply in the case that the company is financed from European or national funds allocated from programs aimed to support the private sector, and in the case of the financing granted by international financial institutions.
