Law 239/2025 introduces four rules that block the distribution of dividends and the repayment of loans to shareholders when the company's net assets are below half of its share capital. Fines range from 10,000 to 300,000 lei. ANAF has already started checks in 2026 for the loans rule.
SRL and SA owners who make payments to shareholders, take note: Law 239/2025 introduced four new rules that can block your distribution of dividends or the repayment of loans, plus significant fines for breaches. The changes concern the financial statements for the 2025 financial year, with the first ANAF checks already started in 2026 for one rule and in 2027 for others.
The four rules target a single problem: companies whose net assets are lower than half of the subscribed share capital but that keep taking money out to shareholders as dividends or as the return of loans. According to the ANAF announcement, the legal basis is Article 69 of Law 31/1990, supplemented with the new articles introduced by Law 239/2025.
The first rule: if your company distributed interim dividends during the year, it can no longer grant loans to shareholders or affiliated persons until the annual financial statements are approved and the situation is regularised. The fine for breach is between 10,000 and 200,000 lei, and (quoting the ANAF announcement) “the offender does not have the option of paying half of the minimum fine within 15 days from the date the minutes are communicated”. If the company also has overdue budget obligations, the shareholder who benefited from the interim dividend payment “is jointly liable with the company, up to the amounts that were the subject of the loan granted”.
The second rule hits closer to home: if the company's net assets are lower than half of the subscribed share capital, according to the approved annual financial statements, you can no longer repay the loans received from shareholders. The same fine (10,000 to 200,000 lei) and the same joint liability for the shareholder who collected. ANAF stated explicitly that it “checks whether the companies with a legal deadline for filing financial statements in 2026 will comply with this rule and will sanction all loan repayments made after the date of approval of these annual financial statements”. For this rule, the concrete checks already have 2026 as their target.
The third rule (applicable from the financial statements of 2025): companies with net assets below half of the share capital are required to restore it by the end of the financial year following the one in which the loss was found. In direct terms: if your 2025 balance sheet shows net assets below the limit, 2026 is the year of recovery. The fine: again 10,000 to 200,000 lei. ANAF starts the concrete checks in 2027.
The fourth rule is the harshest in fines: if, 2 years after the loss, the company has not managed to restore its net assets but has debts to shareholders resulting from loans or other financing, it is required to convert these receivables into share capital, “respecting the rights of the other shareholders”. In practice: the money you put into the company personally stops being a debt of the company to you and becomes capital. The fine for non-compliance: 40,000 to 300,000 lei. The concrete example ANAF gives in the announcement: a company “ALFA” with net assets below 50% of capital on 31 December 2025 and lending from the sole associate. If it does not reduce the capital or increase net assets by 31 December 2027 and does not increase the capital from the lending by 31 December 2029, it risks both fines in turn.
In plain terms: if you have a small or medium company that has “worked” for years on loans from associates (an extremely common situation in Romania), Law 239/2025 is a serious problem. If your company does not produce enough profit to restore its capital, the money you put in personally can be locked up long term, and can end up converted into share capital, without you being able to withdraw it freely.
What you should do. Check the net assets position against the subscribed share capital in the latest balance sheet. If you are below the limit, plan the restoration, either through retained profit or through a capital increase. For the 2025 financial year, avoid loan repayments to shareholders if net assets remain below the limit. Discuss the concrete scenarios with your accountant and tax consultant: each situation has nuances that depend on the share capital, the debts to associates and the company's growth plans. For decisions that involve large sums or the ownership structure, consulting an authorised specialist is essential.