New legislation with impact on corporate/M&A matters in Romania

Law no. 239/2025 on certain measures for the recovery and efficiency of public resources and for the amendment of certain legislative acts has been adopted as part of the “Package II” Measures.

It introduces a series of structural reforms and covers both corporate matters and taxation, triggering compliance obligations for businesses across sectors.

At a glance – main amendments regarding corporate/M&A matters:

• Minimum share capital for SRLs to be raised to RON 500/RON 5,000 in certain situations
• Notification to tax authorities and provision of guarantees for share transfers of controlling stakes in limited liability companies which have outstanding tax liabilities
• Piercing the corporate veil – new situations
• Restrictions applicable in case of negative net assets
• Mandatory requirement for all companies to open a bank account

1. Minimum share capital for limited liability companies

• Newly established limited liability companies must have a minimum share capital of RON 500.
• Existing limited liability companies must have a minimum share capital depending on the net turnoverset out in the annual financial statements for the previous year. If such net turnover exceeds RON 400,000, the minimum share capital is of RON 5,000.
• Existing limited liability companies with a net turnover already exceeding this threshold must increase their share capital to RON 5,000 within two years from the entry into force of the new legislation.
• Existing limited liability companies whose net turnover increases above RON 400,000 after the entry into force of the new legislation must increase their share capital to RON 5,000 by the end of the financial year following the one in which the threshold is exceeded (as set out in the annual financial statements for the previous year).
• If the turnover subsequently decreases, the share capital will not be reduced.
• Companies that fail to increase their share capital within these deadlines risk dissolution; however, the process can be stopped if the capital is increased before the court’s final ruling.

2. Additional formalities in case of a transfer of a controlling stake in a limited liability company

• New formalities must be observed, which may trigger delays/deal complexities, especially if the target company has outstanding tax liabilities:
  • The share transfer must be notified to the tax authority within 15 days from closing by either the seller, the buyer or the company itself, together with the SPA and the updated articles of association reflecting the new shareholding structure.
  • A tax certificate issued by the tax authority is required, evidencing if the target company has outstanding tax liabilities. Such a tax certificate can be obtained by the seller or the buyer.
  • If the target company has outstanding tax liabilities, either the target company or the buyer must constitute guarantees – by providing a bank guarantee letter or blocking the respective amounts.The registration of the share transfer with the Trade Registry will require proof of the tax authority’s approval regarding the guarantees.
  • If the amounts set out in the tax certificate are not paid within 60 days from the registration of the share transfer with the Trade Registry, the tax authority shall enforce the guarantees.
• Applicable only to limited liability companies, not to joint stock companies.
• Control is defined as the majority of voting rights in the General Shareholders’ Meeting/Board of Directors.
• Implementing legislation still to be issued.
• 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 due diligence and deal-closing process.

3. Piercing the corporate veil – new situations

• There are two (2) new restrictions which, if breached, may lead to the joint liability of the company and its shareholders:
  • Prohibition regarding loans granted to shareholders/affiliates: Companies that distribute interim (quarterly) dividends cannot grant loans to shareholders or affiliates until the dividends are regularised.
  • Prohibition on repayment of loans granted by shareholders/affiliates: If the net assets of a company fall below half of the share capital, the company cannot repay the loans granted by its shareholders or affiliates.

Consequences of breach:

• Joint liability: If these prohibitions are breached, the company and its shareholders shall be jointly liable for the outstanding tax liabilities of the company, up to the amount of the loan (i) granted to the shareholders/affiliates or (ii) repaid to the shareholders/affiliates, as applicable.
• Sanction: Such breach may trigger fines between RON 10,000 and RON 200,000.

4. Certain restrictions applicable in case of negative net assets

• There are certain restrictions applicable in case the net assets of a company fall below half of the share capital, including:
  • the company cannot distribute annual/quarterly dividends (until the situation is remedied).
  • the company cannot repay loans granted by its shareholders or affiliates.
  • if the company was granted loans by its shareholders and does not remedy the net assets situation within two years from the end of the financial year following the one when the losses were recorded, the share capital of the company must be increased through the conversion of such debt into equity, with the observance of pre-emption rights of the other shareholders.

• Sanction: Failure to observe such debt to equity conversion requirement may be sanctioned by a fine between RON 40,000 and RON 300,000.
• There are certain exceptions from the above requirement to convert the shareholder loans into equity, applicable to certain specific types of shareholders, as follows:
  • shareholders having as business activity investment activities or managing alternative investment funds or venture capital funds and which are part of groups of alternative investment funds or venture capital funds or manage such funds;
  • shareholders having as main business activity investment activities, holding participations in companies or financing companies in which they hold shares (CAEN code 64 – financial intermediation, except insurance and pensions funding);
  • shareholders having as main business activity investment activities, holding participations in companies or financing companies in which they hold shares (CAEN code 64 – financial intermediation, except insurance and pensions funding);
  • professional investors (as defined by Directive 2014/65/UE on markets in financial instruments);
  • investors in a crowdfunding project (as defined by Regulation (EU) 2020/1503), directly or indirectly, through an entity directly holding a participation in in such a project; or
  • natural persons who invested an amount between EUR 2,500 and EUR 200,000 (in RON equivalent) in a micro-enterprise or small enterprise and do not hold, directly or indirectly, more than 25% of the respective company,
    
    in each case, provided that the respective loans are not repaid to shareholders within four (4) years after they were granted.
• Sanction: If the net assets issue is not duly remedied as set out by law, the company may be sanctioned with a fine between RON 10,000 and RON 200,000.

5. Mandatory bank account for all companies

• All legal entities will be required to open and maintain at least one bank account or a treasury account in Romania.
• Newly set-up companies must open the account within 60 business days from incorporation.
• Existing companies must comply immediately once the law enters into force.
• Companies without a bank or treasury 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.