Legal & Tax Updates

NNDKP Corporate Legal News – December 2025

Amendments to the Companies Law

On December 15^th, 2025, the Companies Law was amended by Law No. 239/2025, published in the Official Gazette No. 1160/15.12.2025.

The amendments aim to strengthen fiscal discipline and increase the accountability of commercial companies, in order to limit decapitalization practices and enhance the state’s ability to recover budgetary claims. The explanatory memorandum highlights several structural reforms intended to reduce the budget deficit and increase state revenues.

The main amendments are:

• Amendments to the minimal value of the share capital for limited liability companies (LLC)
  • With the entry into force of the new law, the minimum share capital for LLCs is determined based on the net turnover from the previous financial year:
    • for companies with a net turnover above 400,000 RON, the minimum share capital is 5,000 RON;
    • for newly established LLCs, the minimum share capital is 500 RON.
  • If a company’s turnover exceeds the 400,000 RON threshold, it must increase its share capital by the end of the following financial year after the increase is recorded.
  • If the turnover later decreases, the share capital is not automatically reduced – it remains at the previously established level.
  • Existing LLCs must adjust their share capital according to the new rules within two years from the entry into force of the law. Companies that comply within this period benefit from a 50% reduction in the publication fee in the Official Gazette (Part IV), provided the amendment concerns only the share capital increase required by law.
  • If a company fails to increase its share capital within the legal deadline, the court may order its dissolution, at the request of the Trade Register or any interested party. However, dissolution will not occur if the company brings its share capital up to the minimum legal amount before the dissolution decision becomes final.
• A New Dissolution Procedure
  • One of the main changes introduced by the law is the creation of a new dissolution procedure – one of an administrative nature. Under the amended law, companies that have been inactive for more than one year can be identified by the National Agency for Fiscal Administration (ANAF) and referred to the Trade Register for removal from the trade register database. This procedure involves periodic communications between the relevant authorities.
  • The Trade Register publishes a list of companies for which it intends to automatically determine that the conditions for dissolution are met. The list is published in the Electronic Bulletin of the Trade Register at least 5 calendar days before the registrar is notified. The same list is also available on the Trade Register and ANAF websites, in dedicated sections, within the same timeframe. After this period expires, the registrar issues a decision confirming that the legal conditions for dissolution are met.
  • Additionally, for companies without outstanding fiscal obligations or other budgetary claims recorded in enforceable titles held by the tax authority, a liquidator may be appointed at the request of any interested party within 20 days from the date the dissolution note is registered in the Trade Register database. If no request is submitted, the Trade Register will automatically deregister the company.
• Assignment of Shares by a Controlling Shareholder in a Limited Liability Company (LLC)
  • Under the amended law, the transfer of shares by a controlling shareholder of a limited liability company (meaning a shareholder holding the majority of voting rights in the company’s general meeting) becomes enforceable against the tax authority only if the following conditions are met:
    • Notification of the transfer: Within 15 days from the date of the share transfer, the transferor, transferee, or the company must notify the tax authority by submitting the share transfer agreement and the updated articles of association, including the details of the new shareholders.
    • Provision of guarantees: If the company has tax debts or other budgetary claims recorded in enforceable titles, the company or the transferee must provide guarantees in accordance with the Tax Procedure Code to cover the amount of outstanding obligations indicated in the tax clearance certificate. Guarantees are released by the tax authority once the tax obligations are fully paid. If the debts are not settled within 60 days from the date the share transfer is registered in the trade register, the guarantees will be enforced by the tax authority.
    • Verification of conditions by the Trade Register: The conditions described above are verified by the Trade Register when the share transfer is registered. The Trade Register will request the tax clearance certificate from ANAF.
• Dividend distribution
  • The Companies Law has been amended to include new provisions introducing restrictions and penalties regarding loans granted to shareholders and the distribution of dividends.
  • Prohibition on granting loans during quarterly dividend distribution: Companies that distribute quarterly dividends may not grant loans to shareholders or affiliated persons until the differences arising from the dividend distribution during the year have been settled.
  • Prohibition on repaying loans when net assets are reduced: If, based on approved annual financial statements, the company’s net assets fall below half of the subscribed share capital, the company cannot repay loans previously granted by shareholders or affiliated persons.
  • Sanction: In case of a violation of the rules above, both the company and the individuals who received interim dividends not yet regularized or improperly repaid loans are jointly liable. They are also responsible for the company’s outstanding tax obligations, up to the amount of the dividends or loans involved.
  • Furthermore, a company’s failure to comply with these prohibitions constitutes a contravention and is punishable by a fine ranging from 10,000 RON to 200,000 RON.
  • Distribution of dividends in the case of recorded accounting losses: Companies that, at the end of the financial year, record a profit but also have a retained accounting loss may distribute dividends only after the establishment of legal reserves, the full coverage of the retained accounting loss, as well as the establishment of other reserves provided by the articles of association.
  • Distribution of dividends in case of a decrease in net assets: If, according to the annual financial statements, the net assets are less than half of the subscribed share capital, the company may distribute dividends only after restoring the net assets to the minimum level provided by law.
  • In the case of interim financial statements, if the net assets are reduced to less than half of the share capital, interim dividends may not be distributed until the net assets are restored in accordance with the legal requirements.
• New obligations regarding the restoration of net assets and sanctions applicable to companies
  • The amendments to the Companies Law introduce additional rules regarding the obligation to restore net assets, as well as significant penalties for non-compliance with these obligations.
  • Obligation to restore net assets: Companies that, according to the financial statements, have net assets reduced below half of the share capital must restore the net assets to this level within the period provided by law. Failure to comply with this obligation constitutes a contravention and is punishable by a fine ranging from 10,000 to 200,000 RON.
  • Conversion of debts to shareholders: Companies that do not restore their net assets within 2 years from the end of the financial year following the one in which the losses were recorded, and that have debts to shareholders (from loans or other financing) are obliged to increase the share capital by converting these claims, respecting the rights of the other shareholders. Failure to comply with this obligation is punishable by a fine ranging from 40,000 to 300,000 RON.
  • The detection of contraventions and the application of fines are carried out by representatives of ANAF. These sanctions will be applicable starting in 2027, with reference to the financial statements for the fiscal year beginning on January 1, 2025, or later. The limitation period for applying the sanctions is 12 months from the date the act was committed.
  • Exceptions: The provisions regarding sanctions and the obligation to convert do not apply to companies declared fiscally inactive.
  • For companies in which the state is a shareholder, debts to the general consolidated budget and loans from privatization revenues are not included among the debts that can be converted.
  • Exceptions for certain categories of investors: The obligations regarding the conversion of claims do not apply to shareholders who fall into one of the following categories:
    • investment entities or managers of alternative investment funds/eligible venture capital funds;
    • legal entities whose main activity is professional investment, holding of participations, or financing (NACE 64);
    • professional investors within the meaning of Directive (EU) 2014/65 (MiFID II);
    • investors in participatory financing (crowdfunding) projects, in accordance with Regulation (EU) 2020/1503;
    • individuals who have invested between 2,500 and 200,000 euros in a microenterprise or small enterprise (Law no. 346/2004) and do not hold more than 25% of its share capital, provided that the loans are not repaid earlier than 4 years from the date of issuance.
  • The provisions regarding the conversion of claims do not apply to financing obtained through European or national funds allocated to the private sector, nor to financing provided by international financial institutions.

The Romanian version of this newsletter is available here.