The National Agency for Fiscal Administration (ANAF) has issued a set of measures applicable to joint-stock companies (JSCs) and limited liability companies (LLCs), in the context of changes introduced by Law no. 239/2025. The regulatory direction is focused on protecting share capital and limiting liquidity outflows in situations of undercapitalization.
The immediate impact on profitability is the restriction of dividend distribution when net assets fall below 50% of subscribed share capital. From an accounting perspective, this indicator reflects an imbalance between equity and liabilities, and profit distribution becomes prohibited until capital is restored. The direct effect is the blocking of cash flows to shareholders, even when accounting profit exists, if there is insufficient net asset coverage.
A second limitation concerns cash flows to shareholders in the form of loans. For companies that have distributed interim dividends, granting loans to shareholders or affiliated persons is suspended until annual financial statements are approved and adjustments are made. From a tax risk perspective, this measure reduces the possibility of reclassification of transactions as hidden profit distributions, with direct impact on deductibility and tax treatment.
At the same time, the repayment of loans granted by shareholders becomes prohibited when net assets fall below the legal threshold. This rule directly affects the company’s debt structure and liquidity, increasing pressure on equity capital. ANAF introduces significant penalties, with fines of up to 200,000 lei and the possibility of joint liability in the presence of outstanding budgetary obligations.
An additional measure requires the reconstitution of net assets by the end of the financial year following the recognition of losses. Failure to comply triggers administrative sanctions, and monitoring is expected to intensify starting with reporting for the 2026 financial year.
In cases of severe undercapitalization, where shareholder loans also exist, legislation requires the conversion of receivables into share capital. From a financial structure perspective, this conversion represents forced recapitalization, directly affecting solvency indicators and reducing insolvency risk. The implementation deadline is up to two years, with penalties reaching 300,000 lei.