KEY CORPORATE CHANGES BROUGHT BY LAW NO. 239/2025 AND THE LAW NO. 245/2025

Companies have been directly impacted by the modifications brought to the Companies Law 31/1990 and the Fiscal Procedure Code through the Law no. 239/2025 and the Law no. 245/2025.

These normative acts came with important changes, introducing, among others, some coercive mechanisms backed by direct and fast sanctions impacting: profit distribution, intra-group financing, the structure of the share capital of a company, the assignment of shares, and, in some cases, the personal estate of the shareholders or of the beneficial owners.

1. Minimum thresholds for the share capital

Starting with January 1, 2026, the Law no. 239/2025 introduces a mechanism for correlation of the minimum share capital of LLCs with the turnover of the previous financial year, as per the submitted financial statements.

Thus, for the LLCs with a net annual turnover exceeding LEI 400,000, the minimum share capital must amount to at least LEI 5,000.

As for the newly setup LLC, the minimum share capital is set at LEI 500. The increase becomes mandatory only when the turnover threshold is exceeded.

The law also provides for a transition period for existing LLCs to regularize their share capital, namely maximum 2 years from the entry into force of the law, during which they can increase the share capital.

As an incentive, share capital increases carried out by December 31, 2026, shall benefit of a 50% discount on the publication fee in the Official Gazette, 4th Part, conditional upon the modification is aimed exclusively at the increase of the share capital for compliance with the legal minimum.

Failure of the company to comply with the 2-year deadline, the court can rule for dissolution thereof upon request of any interested party or of the Trade Registry. Still, the company shall not be dissolved if, by the time the dissolution decision is final, the share capital is increased to the minimum legal threshold provided under the Law no. 239/2025.

Under the previous legislation, there was no link between the economic size of the company and the level of the share capital, which had a rather formal role and no function in protecting the creditors or filtering undercapitalized companies. The dissolution for insufficient share capital was inexistent in practice. Furthermore, prior to the entry into force of the Law no. 239/2025, there was no minimum mandatory share capital for LLCs under the law. The new provisions on the share capital are corelated with the other obligations introduced by the Law no. 239/2025: net assets, dividends, loans, guarantees.

2. Distribution of dividends

The law introduces explicit bans on the distribution of dividends when :

• the company has accounting losses carried forward;
• the net assets are under half of the subscribed share capital.

In these cases, the dividends can be distributed only after (i) the legal reserves were formed, the accounting losses carried forward have been covered and the statutory reserves have been formed (ii) the net assets have been restored to the minimum provided under the law.

Also, interim dividends from the profit of the current financial year cannot be distributed unless the net assets have been restored to the minimum provided under the law.

Failure to comply with the obligation to restore the net assets to at least half of the share capital within the legal deadline (by the end of the financial year following the year when the loss was recorded) is subject to a fine amounting to between LEI 10,000 and LEI 200,000.

According to the newly enacted legal provisions, the offender (the company) is not allowed to pay half of the minimum of the fine hereinabove in 15 days since date when the report was handed over / communicated. The same provisions apply to both joint stock and to limited liability companies.

3. Repayment of the loans to the shareholders

Companies having recorded loses and having debts towards the shareholders originating in loans or other forms of funding granted thereby are subject to mandatory recapitalization, under the Law no. 239/2025.

If such companies fail to restore the net assets to the legal minimum, they have the legal obligation to increase the share capital by conversion of the shareholders’ receivables, while preserving the rights of the other shareholders, as enshrined under the Companies’ law.

These provisions apply to limited liability companies as well.

The conversion is no longer a financial option but an obligation under the law meant to prevent the long-term existence of undercapitalized companies predominantly funded by shareholders loans.

Failure to comply with the obligation of conversion accounts for contravention and is sanctioned by fine amounting to between LEI 40,000 and LEI 300,000. The sanctions provided for under the points 2 and 3 come into effect starting with 2027 and apply in relation to the annual financial statements pertaining to the financial years starting on January 1, 2025, or subsequent, while the statutes of limitations for the application of the sanction is of 12 months from the date of the offence.

The law provides for a series of exceptions to the application of the sanctions provided for in points 2 and 3 above, mainly targeting cases where the financing has an investment or institutional nature (holding of participations in companies or professional financing of companies that hold shares/shares - CAEN 64). The conversion obligation does not apply during the period of inactivity of companies declared inactive according to the law, nor in the case of financing granted through European or national funds intended to support the private sector, or those originating from international financial institutions.

Certain professional investors, investment funds or individuals who invest limited amounts in micro-enterprises or small enterprises are also exempted, provided that the loans granted are not repaid within a period of four years and that the investors do not hold a significant stake in the share capital. In companies in which the state or administrative-territorial units have the status of shareholder, the conversion of their receivables into share capital is carried out by decision of the Government or, as the case may be, of the local or general council, under the conditions provided by law.

4. Assignment of the shares of the controlling shareholder

Starting with the entry into force of the Law no. 239/2025, the assignment of the shares held by the controlling shareholder of a LLC (majority of the voting rights in the General Meeting / the Board of Directors) is enforceable against the tax administration provided that the following conditions are met:

• The assignment of shares shall be notified to ANAF within 15 days from the date of the transfer. The notification can be made by either the assignor, the assignee or the company and must be supported by the assignment deed and the updated articles of incorporation, including the identification data of the new shareholders. Failure to send the notification within the deadline renders the assignment unenforceable against the tax body. The proof of the notification to ANAF shall be part of the file submitted to the Trade Registry for the registration of the assignment of shares.
• Where the company is behind with its tax obligations or other budgetary debts, the assignment is conditioned to being secured by guarantees. Such guarantees can be formed either by the company or by the assignor and must cover entirely the amounts provided for in the tax certificate issued by ANAF. By derogation from the general rule stipulated under the Fiscal Procedure Code, the tax certificate can be requested not only by the company, but also by the assignor or the assignee.
• If upon registration of the assignment to the Trade Registry there are tax debts, it is mandatory to produce the proof of ANAF’s agreement on the guarantees. The Trade Registry shall check whether the legal conditions are met and request the tax certificate from ANAF as part of the registration procedure.

The guarantees formed shall be released by ANAF at the date of payment of the tax obligations recorded in the tax certificate. If these obligations are not extinguished within 60 days from the date of registration of the assignment to the trade registry, ANAF shall collect the guarantees without any other formality being required.

The detailed application procedure as well as the practicalities of the collaboration between ANAF and the Trade Registry shall be established by joint order of the president of ANAF and of the Ministry of Justice, which confirms the institutionalised nature of this new tool of fiscal control over the assignment of shares by the controlling shareholder of a LLC.

Prior to the entry into force of the law, the assignment of the shares in a LLC was enforceable against third parties, including the tax authorities, by the registration to the trade registry. Potential tax debts of the company had no impact on the enforceability of the assignment and no guarantee or agreement of ANAF, prior or subsequent, was required.

5. Suretyship agreement of the beneficial owner – mandatory for debt payment schedule

The Law no. 239/2025 comes with important changes regarding scheduled payment of tax debts. Thus, an agreement of the tax body on scheduled payment of tax debts is conditioned by submission by the debtor, legal person, of a suretyship agreement, executed in authentic form with the beneficial owner(s).

The surety (the beneficial owner) undertakes to pay, in place of the debtor, the guaranteed tax obligations that may include: unscheduled amounts, unsecured scheduled amounts, obligations conditioning scheduling and amounts necessary for keeping it in place.

The suretyship contract accounts for enforceable title. Failure of the debtor to pay its debts within the legal deadlines, the tax body can proceed to foreclosure of the surety’s assets, without prior notification or procedure.

The contract terminates only when the secured obligation is paid in whole.

These legal obligations also apply to natural persons debtors who must produce a suretyship agreement in authentic form, entered into with a person having the capacity to undertake obligations according with the provisions of the Civil Code.

Special rules for debtors holding certain receivables against the state

Article 209¹ para. (7¹) stipulates: if the debtor has outstanding obligations over the ceiling but is due liquid and certain amounts by public authorities/institutions, a scheduled payment limited to such amounts can be granted, based on a document issued by the public authority/institution certifying the amounts. The exception does not apply to amounts subject to litigation.

6. Declaration of fiscal inactivity, dissolution ex-officio

The law introduces new causes for declaration of inactivity of the taxpayer legal person in one of the following situations:

• does not have a payments account in Romania or an account opened with the State Treasury;
• failed to submit the annual financial statements within the 5 months from the legal deadline.

In accordance with the law, if a taxpayer / payer declared inactive by ANAF fails to reactivate within the year from the date when declared inactive is dissolved. In this case, the tax body must file for dissolution of such taxpayer irrespective of whether the taxpayer has outstanding tax debts or other budgetary receivables established under executory titles issued in accordance with the law, unless it is subject to a criminal complaint.

By derogation, the dissolution can be filed against a taxpayer / payer declared as temporarily inactive to the trade registry after the expiration of the temporary inactivity timeframe, if it has not resumed its activity.

Also, according with the provisions of the Law no. 239/2025, the tax body files for dissolution in the following cases:

• the taxpayers / payers that have been declared inactive under the law for more than 3 years from the date of entry into force of the Law no. 239/2025, not having outstanding tax debts or other budgetary debts established under executory titles issued under the law and existing in the records of the central tax body for recovery and are not subject to criminal complaints shall be dissolved unless they reactivate within 30 days from date of entry into force of this law.
• the taxpayers / payers that have been declared inactive under the law for between 1-3 years from the date of entry into force of the Law no. 239/2025, not having outstanding tax debts or other budgetary debts established under executory titles issued under the law and existing in the records of the central tax body for recovery and are not subject to criminal complaints shall be dissolved unless they reactivate within 90 days from date of entry into force of this law.

By derogation, the dissolution can be filed against a taxpayer / payer declared as temporarily inactive to the trade registry after the expiration of the temporary inactivity timeframe, if it has not resumed its activity.

7. Tax registration of working points with employees

According with the Law no. 245/2025, published in the Official Gazette no. 1204 of December 29, 2025, any legal person having organized an entity, with or without legal personality, at another address than that of the registered office (e.g., a working point) employing at least one employee must file for tax registration of that entity.

By this modification, the obligation of tax registration of a working point is no longer conditioned by the existence of minimum 5 employees, as previously, and becomes mandatory from the first employee.

The working point shall be registered for tax purposes at the Tax Administration with jurisdiction thereover, within 30 days from its incorporation. The application for registration for tax purposes of working points existing at the date of this law is of 30 days (namely until January 31, 2026).