Law no. 239/2025 introduces four new rules for limited liability companies (SRL) and joint-stock companies (SA), with sanctions between RON 10,000 and RON 300,000. ANAF guidance published in May 2026.
Prepared by the AS Group Team · Source: ANAF Notice A_RPC-461/13.05.2026
ANAF has published guidance on the changes introduced by Law no. 239/2025, which impose stricter rules on companies regarding dividend distribution, the granting and repayment of loans to shareholders, associates or affiliated persons, and the obligation to maintain net assets above the statutory threshold. The changes are particularly relevant for limited liability companies (SRL) and joint-stock companies (SA), especially in the context of approving annual financial statements and decisions on profit distribution.
Under the rules introduced by Law no. 239/2025, the existence of a profit in the current financial year is not, in itself, sufficient grounds for dividend distribution.
Companies that report a profit in the current year but carry forward an accounting loss may distribute dividends only after:
Furthermore, if the company's net assets have fallen below half of the subscribed share capital, dividends may only be distributed after net assets have been restored to the minimum statutory level. The same rule applies to interim dividends, where the analysis is based on approved interim financial statements.
Companies that distribute interim dividends during the year may not grant loans to shareholders, associates, or affiliated persons until the differences arising from interim dividend distribution have been settled — that is, until the annual financial statements are approved.
In practice, this rule is relevant for companies where financial flows exist between the company and its shareholders, or where a shareholder temporarily uses company funds in the form of a loan.
Sanction: fine of RON 10,000–200,000, with no option to pay half the minimum within 15 days. If the company has outstanding tax liabilities, the shareholder or associate may be held jointly and severally liable up to the amount of the loans granted.
Companies whose net assets are less than half of the subscribed share capital, according to approved annual financial statements, may not repay loans received from shareholders, associates, or affiliated persons.
This restriction is important for companies that are frequently financed through shareholder loans. Before repaying such amounts, the company's financial position and net asset level must be verified.
ANAF is checking companies with a 2026 financial statement filing deadline and will sanction all loan repayments made after the date the annual financial statements were approved. Sanction: fine of RON 10,000–200,000 plus joint and several liability if outstanding tax liabilities exist.
The company is obliged to restore net assets to at least half of the share capital by the end of the financial year following the one in which the losses were recorded.
ANAF will begin enforcement in 2027, based on annual financial statements for financial years commencing on 1 January 2025 or later. Sanction for non-compliance: fine of RON 10,000–200,000.
Prior to this amendment, there was no direct penalty — the general meeting (AGA) was simply convened to decide on dissolution or capital reduction. Law no. 239/2025 introduces an explicit contravention sanction for the first time.
If net assets fall below half of the subscribed share capital, an extraordinary general meeting (AGA extraordinară) must be convened to decide whether the company should be dissolved. If the company has debts to shareholders (from loans or financing) and fails to restore its net assets, it is obliged to increase its share capital by converting those receivables, within 2 years of the end of the financial year following the one in which the losses were recorded.
Sanction for non-compliance: fine of RON 40,000–300,000, with no option to pay half the minimum within 15 days.
At 31 December 2025, the net assets of entity ALFA are less than 50% of the subscribed share capital, and its liabilities include a loan from the sole shareholder.
If the general meeting does not resolve to dissolve the company, the company is obliged to reduce its share capital by no later than 31 December 2027, or to restore its net assets so that they are equal to or greater than 50% of the share capital. Failure to do so may result in ANAF imposing a fine of RON 10,000–200,000.
Furthermore, if after 1 January 2028 the company has not restored its net assets, it is obliged to increase its share capital from the existing shareholder loan by 31 December 2029. Failure to meet this obligation may attract a fine of RON 40,000–300,000.
The new rules require careful review before making decisions on dividends, loans granted to shareholders, or repayments of financing received from them. In practice, companies should analyse:
These changes mark a stricter approach to the financial discipline of companies and to the management of financial flows between the company and its shareholders or associates.
For directors and shareholders, decisions on profit distribution or the repayment of financing must be analysed not only from a cash-availability perspective, but also in terms of the company's financial position and the applicable legal obligations.
AS Group supports companies with integrated financial, tax and operational perspective, at the moments when decisions require structure.
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