Law 239/2025 – Social Capital, Dividends, Loans

_1. The Taxpayer/Payer, a legal person, is declared inactive and the provisions of the Fiscal Code regarding the effects of inactivity are applicable to him, if he is in one of the following situations:

a) does not have a payment account in Romania or an account opened at a State Treasury unit; failure to comply with this provision is sanctioned with a fine from 3,000 lei to 10,000 lei.

b) did not submit the annual financial statements within 5 months of the legal term for their submission.

_2. Collection and payment operations carried out by legal entities, authorized natural persons, individual businesses, family businesses, freelancers, natural persons carrying out activities independently will also be carried out by means of modern means of payment.

_3. Payment installments are granted for the main and accessory fiscal obligations of legal entities in total amount between 5,000 - 400,000 lei.

_4. From the date of entry into force of this law, the minimum value of the share capital of limited liability companies is established depending on the level of the net turnover reported through the annual financial statements related to the previous financial year, respectively, in the case of companies that registered a net turnover over 400,000 lei, the minimum value of the social capital is 5,000 lei.

The minimum value of the share capital it is increased until the end of the next financial year the one in which the increase in the net turnover is noted reported through the annual financial statements of the previous financial year.

The limited liability companies registered in the trade register will increase their established share capital by amending the constitutive act, but not later than 2 years from the date of entry into force of this law.

_5. Distributing companies quarterly dividend, according to the law, I can not grant its shareholders associations, as the case may be, or other related persons, as defined according to the applicable accounting regulations, loans, until the differences are settled results from the distribution of dividends during the year.

The companies that, based on the financial statements annual, approved by law, have a net asset value reduced to less than half of the value of the subscribed share capital I can't refund shareholders or associates, as the case may be, or other related persons, as defined according to the applicable accounting regulations, the loans taken from them.

In the case of non-compliance with these prohibitions, joint and several liability is ordered for the company and the shareholder/associate who benefited from the payment of interim dividends, without being regularized, or to whom loans were returned, although the company had net assets below the limit provided by law.

_6. The companies that, at the end of the current financial year, register a profit for the reporting financial year, but register an accounting loss carried forward, according to the provisions of the Accounting Law no. 82/1991, republished, with subsequent amendments and additions, can make dividend distributions from the profit of the current financial year only after establishing the legal reserves, covering the accounting loss carried forward and the establishment of reserves in accordance with the statutory requirements.

The companies that, based on the annual financial statements, approved according to the law, have a net asset value reduced to less than half of the share capital value SUBSCRIBED can distribute dividends from the profit of the current financial year only after reconsolidation of the net asset at the minimum amount provided by law.

The companies that, based on the interim financial statements, approved according to the law, have a net asset value reduced to less than half of the share capital value SUBSCRIBED they cannot make interim dividend distributions from the profit of the current financial year if they have not restored the net assets to the minimum value provided by law.

Non-compliance by the company with the obligation to reconstitute the net asset up to the level of a value at least equal to half of the capital is sanctioned with a fine from 10,000 lei to 200,000 lei.