Changes impacting companies with net assets below the legal threshold

These restrictions concern the distribution of annual and quarterly dividends, the repayment of loans to affiliates, and the measures to be implemented for companies that do not take measures to restore their net assets.

These provisions effectively tighten the regulatory framework applicable to companies whose net assets fall below the legal minimum threshold.

Thus, for companies whose net assets fall below the legal threshold and where the extraordinary general meeting does not decide on dissolution within the legal term, the following obligations and restrictions apply:

a) Reduction of the share capital by the end of the financial year following the year in which the losses were recorded, by an amount at least equal to the losses that could not be covered by reserves, while ensuring compliance with the minimum share capital required by law. This measure applies both to losses recorded during the reporting period and to losses carried forward.

b) Conversion into share capital of debts resulting from loans or other financing granted by shareholders/associates in cases where the company fails to comply with the obligation to restore its net assets within two (2) years from the end of the financial year in which it was identified.

c) Impossibility of repaying loans contracted from shareholders/associates for the period in which the company is in a net asset position below the legal limit. Failure to comply with this provision entails joint and several liability for the outstanding budgetary obligations owed by the company and administered by the central fiscal authority, within the limit of the amounts that were the object of the loan granted/repaid.

d) Impossibility of distributing annual or interim dividends until the net assets are replenished.

Non‑compliance with the obligations detailed above constitutes a contravention and is subject to fines ranging from RON 10,000 to RON 300,000.

The contraventions related to the facts detailed under letters a) and b) can be ascertained and applied by the persons empowered within National Agency for Fiscal Administration starting with 2027, in relation to the annual financial statements for the financial year starting in 2025.

We recommend continuously monitoring the company’s negative net asset position and identifying possible measures to improve it.

In view of the above, our team of specialists can assist you in assessing the company’s equity position and identifying possible alternatives to improve it, should it fall below the legal threshold. If this topic is of interest to you, please do not hesitate to contact us below.