“On December 18, 2025, LAW 239/2025 came into force, establishing measures for the recovery and efficiency of public resources and amending and supplementing certain normative acts, which sets out new regulations regarding share capital, the transfer of shares, the dissolution of inactive companies, and dividends:
I. AMENDMENT OF THE MINIMUM SHARE CAPITAL THRESHOLDS
- For companies that recorded a net turnover of over 400,000 lei in the previous financial year, the share capital must be at least 5,000 lei.
- The deadline for increasing the share capital: by the end of the financial year following the one in which the threshold of 400,000 lei is exceeded, based on the annual financial statements.
- However, limited liability companies that are already registered with the Trade Register have a period of 2 years from the entry into force of the law (until December 18, 2027) to increase their share capital by amending their articles of association.
- The share capital of 5,000 lei remains unchanged in the event of a decrease in net turnover reported in the annual financial statements for the previous financial year.
- Newly established limited liability companies will have a minimum share capital of 500 lei upon incorporation.
- Facilities: For share capital increases made until December 31, 2026, the publication fee in the Official Gazette is reduced by 50%.
- Penalties: Failure to comply with within two years of the law coming into force for increase will result in the dissolution of the company, at the request of any interested party or the ONRC. However, the company will not be dissolved if, until the final court decision on dissolution, the share capital is brought to the legal minimum provided for by this law (5,000 lei).
II. RESTRICTIVE CONDITIONS FOR THE TRANSFER OF SHARES
The law introduces new tax verification mechanisms in the case of the transfer of shares held by a shareholder who controls the company. The transfer becomes enforceable against ANAF and can be registered with the Trade Register only if the following cumulative conditions are met:
- Within 15 days of the transfer, the company, transferor, or transferee shall submit the following documents to ANAF: the deed of transfer of shares (share purchase agreement) and the updated articles of association with the identification details of the new shareholders.
- If the company has outstanding tax liabilities, as well as other budgetary claims individualized in enforceable titles issued in accordance with the law and existing in the records of the central tax authority for recovery, it (the company) or the assignee shall provide guarantees to cover the value of the outstanding liabilities. In this situation, when registering the assignment with the trade registry, proof of agreement regarding the provision of these guarantees is mandatory. These conditions are verified ex officio by the trade registry at the time of registration of the assignment, by requesting the tax certificate directly from ANAF.
- NOTE: The guarantees remain in place until all tax debts mentioned in the tax certificate have been settled. If the debts are not settled within 60 days of the transfer being registered, ANAF will enforce the guarantees referred to above.
III. ADDITIONAL RESTRICTIONS ON THE DISTRIBUTION OF DIVIDENDS AND FINANCIAL RELATIONS WITH SHAREHOLDERS OR AFFILIATED PERSONS
- Companies that grant interim dividends may not offer loans to shareholders until they are settled, and the repayment of loans is prohibited when the net asset value falls below half of the share capital.
- Penalties: Failure to comply with these rules entails joint and several liability for budgetary obligations and significant administrative penalties.
- Stricter conditions are established for the distribution of dividends in the presence of carried-forward losses or net assets reduced to less than half of the subscribed share capital, requiring the coverage of losses and the replenishment of capital before any distribution.
- Companies which, based on their interim financial statements, have a net asset value reduced to less than half of the subscribed share capital may not distribute interim dividends from the profit of the current financial year unless they have replenished their net assets to the minimum value provided by law.
- The penalty regime regarding the obligation to reconstitute net assets and, where applicable, convert loans granted by shareholders into share capital, including for limited liability companies, is being strengthened.
IV. DISSOLUTION OF INACTIVE COMPANIES
Commercial companies that are in one of the following situations: 1. do not have a bank account or 2. have not submitted their financial statements within 5 months; are declared inactive. This provision becomes applicable as of January 1, 2026.
For companies that are already inactive at the time the new regulation comes into force (December 18, 2025), the law sets short deadlines for reactivation, differentiated according to the duration of the company’s inactivity. Thus:
To apply these procedures, ANAF periodically sends ONRC, electronically, the list of taxpayers who may be subject to dissolution, based on a cooperation protocol between the two institutions.”
Companies that have been inactive for more than three years, have no outstanding tax obligations, and are not subject to criminal complaints will be dissolved if they do not reactivate within 30 days of the law coming into force.
Taxpayers with an inactivity period of between one and three years will have 90 days to reactivate, subject to the same condition regarding the absence of tax debts or criminal complaints.
Companies with temporary inactivity registered in the trade register may be dissolved only after the expiry of the declared period, if the activity is not resumed. In this case, the application for dissolution shall be made only after the end of the period of temporary inactivity.
For taxpayers declared inactive before December 18, 2025, who have outstanding tax liabilities or other individualized budgetary claims in enforceable titles, the tax authority must initiate the dissolution procedure within one year. An exception is made for companies regulated by Law No. 31/1990, which follow a separate procedure. During this period, ANAF is required to collect and use all information necessary to establish and recover budgetary claims.
For companies governed by Law No. 31/1990, declared inactive and remaining inactive beyond the legal deadline, dissolution occurs automatically, with the application of the provisions of the Companies Act. The National Trade Registry Office (ONRC) shall ascertain that the conditions for dissolution have been met on the basis of a list published in the Electronic Trade Registry Bulletin and on the ONRC and ANAF websites. After the expiry of the publicity deadlines, the registrar shall issue a decision confirming the dissolution, which shall be communicated to the company but shall not be enforceable.
Companies with no outstanding tax liabilities: If no liquidator is appointed within 20 days of the dissolution being registered, they are automatically struck off the register.
Companies with outstanding tax liabilities or other budgetary claims: The registrar appoints a liquidator from among insolvency practitioners. The liquidator must prepare a report on the economic situation of the company and, where appropriate, request the opening of simplified insolvency proceedings or continue the liquidation within a limited period. After completion of the liquidation procedure, an application for deregistration shall be submitted, accompanied by the legal documents, including proof of payment of the tax obligations related to the liquidation. Delays shall result in administrative penalties. If the application for deregistration is not submitted within the legal deadline, the registrar shall order the deregistration ex officio.