Draft corporate measures to be introduced in Romania

Romania’s Ministry of Finance has recently released a draft legislative package – the “Package II” Measures – which introduces a series of structural reforms affecting companies across sectors. The draft law covers both corporate and individual taxation, as well as corporate governance requirements and is expected to reshape compliance obligations for businesses in the coming years.

At a glance – main intended corporate measures:

• Minimum share capital for SRLs to be raised to RON 8,000 (approx. EUR 1,600)
• Mandatory requirement for all companies to open a bank account
• Notification to tax authorities and provision of guarantees for share transfers in limited liability companies which have outstanding debts to the state budget
• Measures for capital maintenance

1. Minimum share capital for limited liability companies

• The minimum share capital required for Romanian limited liability companies will be raised  from RON 1 to RON 8,000.
• Existing companies must comply within a two-year transitional period or upon the first amendment of their articles of association.
• Companies that fil to increase their share capital within the deadline risk dissolution; however, the process can be stopped if the capital is increased before the court’s final ruling.

2. Mandatory bank account for all companies

• All legal entities will be required to open and maintain at least one bank account in Romania.
• Newly set-up companies must open the account within 30 working days of incorporation.
• Existing companies must comply immediately once the law enters into force.
• Companies without a bank account risk being classified as inactive by the tax authorities, which may lead to restrictions such as the inability to issue invoices and ultimately dissolution if the situation is not remedied.

3. Ownership transfer notifications to tax authorities

• The transfer of shares in a limited liability company will only be enforceable with respect to the tax authority if specific conditions are met.
• The transfer must be notified to the tax authority within 15 days by either the seller, buyer or the company itself, together with the updated articles of association reflecting the new shareholder structure.
• If the company has outstanding debts to the state budget, either the company or the buyer must provide guarantees to the tax authority. Registration of the transfer at the Trade Register will require proof of ANAF’s agreement regarding the guarantees.
• This creates an additional compliance step in M&A transactions, particularly where the target company has outstanding tax liabilities. Sellers and buyers will need to coordinate with tax advisers to manage guarantees and clearance certificates as part of the deal-closing process.

4. Measures for capital maintenance

• Companies that distribute interim (quarterly) dividends will be prohibited from granting advances or loans to shareholders or related parties until any dividend differences are fully regularised.
• Joint liability will be introduced for directors and shareholders/affiliates who received interim dividends or loans that were not regularised, exposing them to direct financial responsibility.
• Companies whose net assets fall below half of their subscribed share capital will only be able to distribute dividends after restoring their net asset position to the legal minimum.