Case overview
In December 2025, ABC SRL decides, through a shareholders’ resolution, to distribute dividends from prior years’ profits. The actual payment of dividends is made in 2026. This raises questions regarding the applicable tax treatment, payment deadlines, and completion of the D205 informative return.
Tax treatment of dividends
Dividends represent the distribution of net profit to shareholders, proportionally to their shareholding. They may be distributed annually after approval of the financial statements or from retained earnings, based on a shareholders’ resolution.
As of 1 January 2025, the dividend tax rate increased from 8% to 10%. This rate applies to all dividends distributed in 2025, regardless of the year in which the profit was generated.
Dividend tax payment deadline
According to the Romanian Fiscal Code, dividend tax must be paid by the 25th of the month following the payment. However, if dividends are distributed but not paid by the end of the year in which distribution was approved, the tax must be paid by 25 January of the following year.
Thus, dividends approved by 31 December 2025 and unpaid by that date:
- are taxed at 10%;
- the tax must be paid by 25 January 2026;
- the withheld tax is reported via Form 100.
Completion of Form D205
Form D205 must be filed by the last day of February of the following year, for the expired fiscal year.
According to Order no. 154/2024, dividend tax related to dividends distributed but unpaid by year-end must be reported in the D205 corresponding to the year of distribution approval.
In this case:
- Dividends distributed: the total amount approved in the reporting year;
- Dividends paid: zero;
- Tax base and withheld tax: the tax related to distributed dividends, even if unpaid.
Health insurance contribution (CASS)
CASS is due by individual shareholders based on the amount actually received, in the year of payment, namely 2026.