December 2025 – The law recently published in the Official Gazette no. 1160 of 15 December 2025 brings important changes to tax and corporate legislation.
Obligation to hold a bank account
- All legal entities will be required to open a payments account in Romania for the entire duration of carrying out their activity;
- This formality must be completed within 60 days since incorporation, for companies established after the entrance into force of the law;
- Sanctions:
- Penalties ranging from RON 3,000 to RON 10,000.
- Being declared inactive by the fiscal authority.
- Companies organised and functioning as provided by Law no. 31/1990 that remain inactive for more than one year risk liquidation.
Transfer of shares
Share transfers within limited liability companies (LLCs) by the shareholder who holds control over the company as per art. 25 para. (4) of the Fiscal Procedure Code shall be enforceable against ANAF only in the following conditions:
- Notification: The transferor, the transferee or the company must notify ANAF of the transfer of shares within 15 days of its effective date.
- Guarantees for debts: If the company has outstanding tax obligations of other budgetary dues, the transferor or company must provide guarantees to cover the amount of the debts. These guarantees can consist of cash deposit, letter of guarantee, or insurance policy, and must cover the value of all outstanding tax obligations as per the tax certificate.
- The Trade Registry will register the transfer only after verifying that these conditions have been met.
- The guarantees will only be released after the debts have been paid in full. If they are not settled within 60 days of the registration of the share transfer, ANAF will enforce the guarantees.
LLC minimum share capital
- For newly established LLCs, the minimum share capital shall be of RON 500.
- For LLCs with a net turnover above RON 400,000, the minimum share capital shall be RON 5,000.
- If the turnover increases and exceeds the threshold, the share capital will be increased by the end of the following financial year.
- Existing LLCs must adjust their share capital within a maximum of 2 years of the law entering into force.
- Failure to comply with these provisions may result in the dissolution of the LLC at the request of any interested party or ex officio.
Dividends and loans: new rules and prohibitions
- Loans may be granted to shareholders by companies that distribute quarterly dividends exclusively after adjusting the differences resulting from the distribution of dividends throughout the year.
- Loans taken from shareholders cannod be repaid if the net asset value is less than half of the share capital value.
- Failure to comply with these rules is sanctioned by:
- A fine between RON 10,000 and RON 200,000
- Joint liability of the company and the shareholder
- Dividends from current profits may be distributed only after:
- the establishment of the legal and statutory reserves, and the coverage of the accounting losses carried forward, for companies that record current profit but have carried forward losses;
- the restoration of the net assets to the minimum value provided by law (at least half of the subscribed share capital value), as the case may be.
- Interim dividends may not be distributed from the current financial year’s profit if the net asset value is reduced to less than half of the subscribed share capital, based on the interim financial statements.
New rules regarding net assets
- Failure to comply with the oligation to restore the net assets to the legal value is punishable by a fine between RON 10,000 and RON 200,000.
- If a company that does not meet the requirement to restore its net assets has debts resulting from loans and financing provided by shareholders, the company is obliged to increase its share capital by converting those loans, while respecting the pre-emptive rights of shareholders, within 2 years from the end of the financial year following the one in which the losses were recorded.
- Failure to comply with this obligation is punishable by a fine ranging from 40,000 to 300,000 lei
- These provisions do not apply to companies declared inactive.
- The law provide several exceptions for these obligations (such as certain investment funds, professional investors etc.).