Law No. 239/2025 establishing measures for the recovery and optimization of public resources, and for amending and supplementing certain normative acts

Effective as of 18 December 2025

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1. Notification to the tax authority of the transfer of a controlling shareholder’s stake

The transfer of shares by a controlling shareholder shall be notified to the tax authority:

• the transferor, transferee or the company shall notify the tax authority of the share transfer and shall communicate the updated articles of association containing the identification data of the new shareholders; Notification shall be submitted with the tax authority within 15 days of such transfer;

• if the company has outstanding tax liabilities, the transferor or transferee must provide guarantees (bank letters of guarantee, insurance policies or deposits with the State Treasury), in the amount of the outstanding debts;

• upon registration of the transfer with the Trade Registry, proof of the tax authority’s approval of the aforementioned guarantees must be presented, if applicable.

In case of failure to notify the transfer, the tax authority will not be obliged to recognize the transaction.

Implementation legislation shall be further approved.

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2. Loans restrictions

Companies that distribute interim (quarterly) dividends are prohibited from granting loans to shareholders or affiliated persons, until the regularization of any differences arising from the interim distribution of dividends during the financial year.

Companies which, on the basis of the annual financial statements, have a net asset value reduced to less than half of the subscribed share capital are prohibited from repaying to shareholders or other affiliated persons the loans granted by such persons.

Sanctions:

joint liability of the company and its shareholders for any unpaid debts to the state budget (up to the amount of the loan granted/repaid);
companies may be sanctioned with fines ranging from RON 10,000 (approx. EUR 2,000) to RON 200,000 (approx. EUR 40,000).

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3. Obligation to restore the net asset value

Companies which, at the end of the current financial year, record profit for the current financial year but have accumulated losses from previous financial years are prohibited from distributing dividends from the profit of the current financial year until the legal and, if applicable, statutory reserves are constituted and the carried-forward accounting losses are covered.

Companies which, on the basis of the annual financial statements, have a net asset value below half of the value of the subscribed share capital are prohibited from distributing dividends from the profit of the current financial year until the net assets are restored to the legal threshold (i.e., half of the value of the subscribed share capital).

If companies (i) have a value of their net assets of less than half of the value of the subscribed share capital for two consecutive financial years, and (ii) have debts towards their shareholders resulting from loans or other forms of financing, it is mandatory to convert such debt into equity.

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Exceptions to the obligations to restore net assets / convert receivables:

shareholders having as business activity investment activities / managing alternative investment funds or eligible venture capital funds and which belong to groups of alternative investment funds or eligible venture capital funds or act as managers of such funds;
shareholders whose main business activity is covered by CAEN class 64, namely making investments, holding participations in companies or professionally financing companies in which they hold shares;
professional investors (pursuant to Directive 2014/65/EU);
investors in crowdfunding projects (pursuant to Regulation (EU) 2020/1503), either directly or indirectly through an entity directly holding a participation in such a project;
natural persons who have invested the equivalent in RON of EUR 2,500 – 200,000 in a microenterprise / small enterprise (Law No. 346/2004) and do not hold, directly or indirectly, more than 25% of the share capital of the respective company,

Sanctions:

companies may be sanctioned with fines ranging from RON 10,000 (approx. EUR 2,000) to RON 200,000 (approx. EUR 40,000) for non-compliance with the obligation to restore net assets;
companies may be sanctioned with fines ranging from RON 40,000 (approx. EUR 8,000) to RON 300,000 (approx. EUR 60,000) for non-compliance with the obligation to perform the debt-to-equity swap.

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4. Amendment of the minimum share capital for limited liability companies

For companies that have recorded a net turnover exceeding RON 400,000 (approx. EUR 80,000), the minimum share capital shall be of RON 5,000 (approx. EUR 1,000). The minimum share capital does not change even if the turnover subsequently decreases.

In case of newly incorporated limited liability companies, the minimum share capital shall be of RON 500 (approx. EUR 100).

Deadline: 18 December 2027.

Sanction: dissolution of the company.

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5. Mandatory bank account

Legal entities are required to hold a bank account in Romania or at a State Treasury unit.
Newly incorporated entities shall open such account within maximum 60 business days from incorporation.
Sanction: the company may be declared inactive by tax authorities.

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