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Răzvan Beșe

Răzvan Beșe

Managing Partner & Founder

Roxana Mihai

Roxana Mihai

Managing Partner & Founder

Tania Bușu

Tania Bușu

Senior Associate

Alexandra Pol

Alexandra Pol

Senior Associate

Georgiana Kost

Georgiana Kost

Managing Associate

Adrian Stepan

Adrian Stepan

Nicola Melis

Nicola Melis

Andreea Stepan

Andreea Stepan

Ionela Petre

Ionela Petre

New legislative amendments applicable to companies – Law No. 239/2025

New legislative amendments applicable to companies – Law No. 239/2025

Summary

Law No. 239/2025 introduces, inter alia: (i) new cases triggering fiscal inactivity; (ii) the obligation for legal entities to maintain a bank/Treasury account throughout their activity; (iii) additional rules for the transfer of shares in limited liability companies (SRL) to ensure enforceability vis-à-vis the central tax authority; (iv) minimum share capital thresholds correlated with turnover; (v) restrictions on dividend distributions and on the repayment of loans to shareholders/associates in situations of diminished net assets; (vi) new obligations regarding the tax registration of secondary units/points of work (Law No. 245/2025, effective as of 01.01.2026).

1. Background and purpose

The reform proposal aimed at restructuring and improving the efficiency of public resources has been adopted and enacted through Law No. 239/2025 on the establishment of measures for recovery and the efficient use of public resources and for the amendment and supplementation of certain normative acts, which has entered into force and is already applicable in practice. This circular highlights, in an updated and structured manner, the key changes relevant for the business environment, with a focus on tax obligations, share capital, share transfers and dividend distributions.

2. New situations leading to a fiscal inactivity status

A company may be declared a “fiscally inactive taxpayer” and subject to the effects provided by the Tax Code if it falls within one of the following situations:

it does not hold a bank account in Romania or an account opened with a unit of the State Treasury;
it fails to file the annual financial statements within 5 months from the expiry of the statutory filing deadline.

In addition, the law expressly requires legal entities to hold an account with a credit institution in Romania or with a unit of the State Treasury throughout the duration of their activity.

2.1. Deadlines and conditions

For newly incorporated companies, the account must be opened within a maximum of 60 working days from the incorporation date.
Banks may not refuse to open the account, except where opening it would breach legal provisions on anti-money laundering and counter-terrorist financing, or international sanctions rules.

Important: Failure to comply with the obligation to hold such an account constitutes a contravention and is sanctioned with a fine ranging from RON 3.000 to RON 10.000.

3. Transfer of shares in an SRL – conditions for enforceability vis-à-vis the tax authority

Tax regulations and the rules applicable to the Trade Register clarify the procedure for the transfer of shares where the acquirers obtain control over a limited liability company (SRL), so that the transaction becomes enforceable against the central tax authority.

1. Notification to the central tax authority (deadline: 15 days)

Within 15 days from the transfer date, the transferor, the transferee or the company must submit to the central tax authority the share transfer agreement and the updated articles of association reflecting the new shareholders/associates.

2. Providing guarantees for outstanding tax liabilities

If the company has outstanding tax liabilities, the company or the transferee must provide guarantees in accordance with Law No. 207/2015, covering the amounts shown in the tax clearance certificate.

3. Proof of the tax authority’s approval

Upon registration of the transfer with the Trade Register, where there are outstanding tax liabilities, proof of the tax authority’s approval regarding the provision of guarantees must be presented.

4. Tax clearance certificate

By way of exception, the tax clearance certificate may also be requested by the transferor or the transferee, in order to verify compliance with the legal conditions.

5. Verification by the Trade Register (ONRC)

The National Trade Register Office requests the tax clearance certificate from ANAF to verify that the conditions required for registration are met.

6. Release and enforcement of guarantees

Guarantees are released upon settlement of the liabilities; if the liabilities are not settled within 60 days from the registration of the transfer with the Trade Register, the guarantees are enforced by the central tax authority.

4. Share capital of SRLs – minimum thresholds correlated with turnover

As of 18.12.2025, the minimum share capital of SRLs is determined based on the net turnover reported for the previous financial year. For companies with net turnover exceeding RON 400.000, the minimum share capital is RON 5.000; for newly incorporated companies, the minimum share capital is RON 500.

If net turnover increases, the share capital must be increased by the end of the financial year following the year in which the increase was identified.
If net turnover decreases, the share capital remains unchanged.

Existing companies must adjust their share capital by amending the articles of association within no more than 2 years from the entry into force of the new provisions.

Facilitation: If the share capital increase is carried out by 31.12.2026, the publication fee in the Official Gazette is reduced by 50%.

If the share capital is not topped up within the statutory deadline, the Trade Register or any interested person may request the court to dissolve the company. Dissolution does not apply if, by the time the dissolution decision becomes final, the share capital is brought up to the legal minimum.

5. Regime applicable to legally inactive entities – dissolution

The new rules establish clear obligations and deadlines for taxpayers declared inactive. If a taxpayer is declared inactive and does not reactivate within one year from the date of declaration, it is dissolved in accordance with the law. The tax authority must file a dissolution request regardless of the existence of outstanding tax liabilities, provided that there are no criminal complaints.

Transitional regime (depending on the duration of inactivity at the date of entry into force of the law):

Inactivity > 3 years, no outstanding tax liabilities and no criminal complaints: dissolution if activity is not resumed within 30 days.
Inactivity between 1 and 3 years, no outstanding tax liabilities and no criminal complaints: dissolution if reactivation does not occur within 90 days.
Taxpayers declared inactive before the entry into force of the law, with outstanding tax liabilities: dissolution by the tax authority within one year from the entry into force of the law.

For taxpayers with temporary inactivity registered with the Trade Register, the dissolution request is filed only after the temporary inactivity period expires, if activity has not been resumed.

6. Dividends, loans to related parties and net-asset rules

Significant restrictions have been introduced regarding dividend distributions (including interim dividends) and the repayment of loans to shareholders/associates or related parties, particularly in cases of diminished net assets.

6.1. Key prohibitions

Companies distributing quarterly dividends may not grant loans to shareholders/associates or other related parties until the differences resulting from dividend distributions during the year are regularized.
Companies which, based on annual financial statements, have net assets reduced to less than half of the subscribed share capital may not repay loans taken from shareholders/associates or related parties.

6.2. Liability and sanctions

In the event of non-compliance, joint and several liability may be triggered for the company and the beneficiary (shareholder/associate) in respect of the company’s outstanding budgetary obligations, up to the amount of the granted/repaid loan or the unregularized interim dividends.

Sanctions: Breach of the prohibitions constitutes a contravention and is sanctioned with fines ranging from RON 10.000 to RON 200.000.

6.3. Dividend distribution in the presence of carried-forward losses / reduced net assets

Companies with profit at year-end but with carried-forward accounting losses may distribute dividends from the current year profit only after setting up legal reserves, covering losses and setting up reserves in accordance with the articles of association.
If net assets (based on annual financial statements) are below half of the subscribed share capital, dividends from current year’s profit may be distributed only after net assets are restored to the legal minimum level.
If net assets (based on interim financial statements) are below half of the subscribed share capital, interim dividends may not be distributed until net assets are restored to the legal minimum level.

Failure to restore net assets no later than the close of the financial year following the year in which losses reduced net assets below the legal minimum constitutes a contravention and is sanctioned with fines ranging from RON 10.000 to RON 200.000.

6.4. Mandatory conversion of shareholders’/associates’ receivables into share capital

Companies with net assets below half of the subscribed share capital and debts towards shareholders/associates arising from loans or other financing must increase share capital by converting such receivables if net assets are not restored within 2 years from the end of the financial year following the year in which the losses were identified.

Additional sanction: Failure to comply with the conversion obligation triggers fines ranging from RON 40.000 to RON 300.000.

These provisions also apply to SRLs. The finding of contraventions and the imposition of sanctions fall under ANAF’s competence starting in 2027, based on the financial statements for financial years starting on 1 January 2025 or later. The limitation period for sanctions is 12 months from the date the act was committed; during declared inactivity, these sanctions do not apply.

Main exceptions to the conversion obligation:

entities/groups aimed at investments (alternative investment funds / eligible venture capital) or managers of such funds;
entities whose main activity is investing/holding participations or professional financing of companies (NACE 64);
professional investors under Directive 2014/65/EU;
participation in crowdfunding projects (directly/indirectly) under the applicable legal framework;
individuals investing between EUR 2,500 and EUR 200,000 in a micro or small enterprise, without exceeding 25% of share capital, provided that loans are not repaid earlier than 4 years from granting;
financing from EU or national funds for the private sector or financing granted by international financial institutions.

7. New tax obligation regarding secondary units/points of work (Law No. 245/2025)

Effective as of 1 January 2026, Law No. 245/2025 introduces additional obligations regarding the tax registration of points of work. An economic operator that has organized an entity (with or without legal personality) at an address different from the registered office must request the tax registration of that entity as a payer of salaries and salary-equivalent income, if at least one person within that entity earns salary income.

For newly established entities: 30 days from the establishment date.
For entities existing as of 01.01.2026: 30 days from that date.
Salary payers must organize accounting records so as to reflect the tax related to each month’s income, calculated/withheld/paid for each entity subject to the registration obligation.

8. Operational recommendations (checklist)

Confirm the existence and validity of the bank/Treasury account and document evidence (statement, bank confirmation).
Review the timetable for filing annual financial statements and ensure compliance with statutory deadlines.
For share transfer transactions: prepare the notification to the tax authority (15 days) and assess any guarantees required for outstanding liabilities.
Assess the share capital level against turnover (RON 400.000 threshold) and plan any increases within the legal timeframe.
Before distributing dividends (interim or annual): verify net assets and the existence of carried-forward losses.
Map loans/financing from shareholders/associates and assess the risk of mandatory conversion into share capital.
Identify points of work with employees and initiate the steps for tax registration (within the applicable 30-day deadline).

Note: This circular is for informational purposes only and does not constitute tailored legal/tax advice. For an analysis applicable to a specific situation, we recommend consulting a legal/tax specialist.

Attorney Tania Bușu

Adina Mester

Adina Mester

Senior Attorney