Law no. 239/2025 introduces new rules for limited liability companies (SRL) and joint-stock companies (SA), especially for companies that distribute dividends, grant loans to shareholders/associates, or repay shareholder/associate loans.
The new provisions mainly target companies in a fragile financial position, namely those whose net assets - the difference between total assets and total liabilities - fall below half of the subscribed share capital. In this situation, the company must take measures to restore its net assets before distributing profit or making certain payments to shareholders/associates.
Dividends may be distributed only after covering previous losses
If a company records profit in the current year but has accounting losses carried forward from previous years, dividends cannot be distributed immediately.
First, the company must:
• create the legal reserves;
• cover the carried-forward accounting loss;
• create any reserves required by the articles of association.
Only the remaining profit may then be distributed as dividends.
The most important new rules
- No loans after distributing interim dividends
Companies that distribute interim dividends during the year may no longer grant loans to shareholders/associates or affiliated persons until the interim dividends are regularised, meaning until the annual financial statements are approved. Breaching this rule may result in a fine between RON 10,000 and RON 200,000.
- No repayment of shareholder/associate loans when net assets are below the legal threshold
If the company's net assets are below 50% of the subscribed share capital, the company may not repay loans received from shareholders/associates or affiliated persons. This breach is also sanctioned with a fine between RON 10,000 and RON 200,000. ANAF will verify compliance with this rule for companies filing their financial statements in 2026.
- Obligation to restore net assets
Starting with the financial statements for 2025, companies whose net assets fall below half of the subscribed share capital must restore them no later than the end of the financial year following the one in which the losses were identified. Failure to comply may result in a fine between RON 10,000 and RON 200,000.
- Conversion of shareholder/associate loans into share capital
If the company does not restore its net assets and has debts to shareholders/associates arising from loans or other financing, it may be required to increase its share capital by converting those receivables into share capital. Failure to comply with this obligation may result in a fine between RON 40,000 and RON 300,000.
Practical example
If, on 31 December 2025, a company has net assets below 50% of its share capital and also has a shareholder loan recorded among its liabilities, the company must either reduce its share capital or increase its net assets to the legal minimum level.
If it fails to do so by 31 December 2027, it may be fined between RON 10,000 and RON 200,000. If, after 1 January 2028, the net assets have still not been restored, the company may be required to increase its share capital by converting the shareholder loan by 31 December 2029. Otherwise, the fine may range between RON 40,000 and RON 300,000.
Recommendation for companies
Before distributing dividends, paying interim dividends, granting loans, or repaying shareholder/associate financing, companies should carefully check their net asset position and any carried-forward losses.
The new rules may lead to significant penalties, and in certain cases, the shareholder/associate who benefited from the payment may also be held jointly liable.
