Law No. 141/2025, published in the Romanian Official Gazette No. 699/2025, introduces a comprehensive package of fiscal and budgetary measures aimed at strengthening Romania’s long-term financial sustainability. One of the most significant changes is the increase in the dividend tax rate from 10% to 16%, applicable to dividends distributed starting January 1, 2026.
However, the law expressly provides that interim dividends distributed during 2025 will not be recalculated at the new 16% rate, but will remain subject to the 10% tax upon the annual regularization in 2026. This applies to dividends distributed based on interim financial statements as of March 31, June 30, and September 30, 2025.
It is important to note that interim financial statements can only be prepared after the end of a quarter. As a result, financial statements as of December 31, 2025 can only be prepared and approved in January 2026, when the 16% tax rate is already in force.
According to Company Law No. 31/1990, dividends may be distributed annually or quarterly, subject to the following conditions:
- a provision must exist in the articles of association;
- an interim balance sheet must be prepared and approved by the General Meeting of Shareholders or the sole shareholder.
Interim dividends may be distributed only from profits generated in the first three quarters. Distribution from fourth-quarter profits is not permitted, as the year-end financial statements are not yet finalized and approved.
From an accounting perspective, dividend distribution is recorded using the entry:
463 = 456, reflecting the shareholders’ decision to distribute profits. This entry can only be recorded after the interim financial statements have been approved. Therefore, the General Meeting for Q4 2025 can only take place after January 1, 2026, which automatically triggers the 16% dividend tax rate.
In conclusion, only interim dividends related to the first three quarters of 2025 benefit from the 10% tax rate, while any distribution based on the December 31, 2025 financial statements will be taxed at 16%.