Regulatory update – Romania

The amendments have a direct impact on limited liability companies (LLCs), shareholders, and corporate governance practices.

Updated Minimum Share Capital Requirements for LLCs

The minimum share capital for LLCs is now linked to annual turnover:

• RON 5,000 for companies with net turnover exceeding RON 400,000
• RON 500 for newly incorporated LLCs

Companies exceeding the turnover threshold must increase their share capital by the end of the following financial year. Existing LLCs have two years to align with the new requirements. Early compliance benefits from a 50% reduction in Official Gazette publication fees. Failure to comply may ultimately lead to court-ordered dissolution.

New Administrative Dissolution Procedure for Inactive Companies

A new administrative mechanism allows authorities to dissolve companies that have been inactive for more than one year. Following publication of a public list, companies that do not take corrective action or appoint a liquidator may be automatically removed from the Trade Register.

Stricter Conditions for Share Transfers by Majority Shareholders

Transfers of shares by controlling shareholders are now enforceable against tax authorities only if:

• The tax authority is notified within 15 days of the transfer, and
• Any outstanding tax liabilities are secured by appropriate guarantees.

These conditions are verified by the Trade Register at the time of registration.

Tighter Rules on Dividend Distributions and Shareholder Loans

The amendments introduce important restrictions:

• Companies distributing interim (quarterly) dividends may not grant loans to shareholders or affiliates until year-end adjustments are finalized.
• Loan repayments to shareholders are prohibited when net assets fall below half of the subscribed share capital.
• Breaches may result in joint liability and fines ranging from RON 10,000 to RON 200,000.

Dividend distributions are also restricted where companies have retained losses or insufficient net assets.

Mandatory Restoration of Net Assets

Companies whose net assets fall below half of their share capital must restore them within the statutory timeframe. If losses persist for two years, shareholder loans may need to be converted into share capital, subject to specific exceptions. Non-compliance can trigger substantial financial penalties.

Entry into Force and Sanctions

Sanctions will be enforced by the tax authorities (ANAF) starting in 2027, based on financial statements for fiscal years beginning 1 January 2025 or later. Certain categories of investors and financing structures benefit from exemptions.