Dividends, loans to shareholders and net assets

What do companies need to check in 2026?

An accounting profit or cash in the bank does not automatically mean that a company can distribute dividends or repay loans received from its shareholders.

Through its amendments to Companies Law no. 31/1990, Law no. 239/2025 requires additional checks on accounting losses brought forward, the level of net assets and transactions with shareholders or related parties.

Which indicators should be analysed in 2026, based on the balance sheet as at 31 December 2025?

To identify the applicable restrictions, the analysis should include, as a minimum:

1. net assets and subscribed share capital;
2. profit or loss for the financial year;
3. accounting losses brought forward;
4. the legal reserve and any reserves required by the articles of association;
5. loans received from shareholders and related parties;
6. loans granted to shareholders and related parties;
7. interim dividends and whether they have been regularised the annual results.

Net assets are the difference between a company's total assets and its total liabilities. The relevant threshold is half of the subscribed share capital.

For example, with share capital of RON 100,000, net assets of RON 30,000 fall below the statutory threshold of RON 50,000. This test must be carried out separately from any liquidity analysis: a company may have cash in the bank and still be subject to the restrictions.

Interim dividends restrict lending to shareholders

Companies that distribute dividends on a quarterly basis may not grant loans to their shareholders or other related parties, as defined under the applicable accounting regulations, until any differences arising from the distributions made during the year have been regularised.

In practical terms, directors should check this prohibition before extending any new financing to the persons concerned. A breach may result in a fine of between RON 10,000 and RON 200,000.

Current-year profit does not losses brought forward

A company that reports a profit for the financial year but has accounting losses brought forward may distribute dividends out of current-year profit only after it has set aside the legal reserve, covered the losses brought forward and set aside any reserves required by its articles of association.

The amount available for distribution must therefore be determined after these allocations. The profit shown in the profit and loss account is not automatically distributable in full.

Net assets below the threshold restrict loan repayments and dividends

If the approved annual financial statements show net assets of less than half of the subscribed share capital, the company may not repay loans received from its shareholders or other related parties covered by the law.

In addition, dividends may be paid out of current-year profit only once net assets have been restored to the statutory minimum. For interim dividends, the test is performed on the basis of approved interim financial statements.

Repaying loans in breach of this prohibition is punishable by a fine of between RON 10,000 and RON 200,000.

Restoring net assets requires an action plan

A fall in net assets requires the company's competent corporate bodies to review the situation. Unless they resolve to dissolve the company, they must consider remedial measures, including restoring net assets or reducing the share capital in accordance with the law.

The chosen solution should be based on accounting and legal . A new loan from a shareholder may improve liquidity, but it does not in itself increase net assets, since assets and liabilities rise by the same amount.

By contrast, converting a shareholder's claim into share capital reduces liabilities and changes the composition of equity, subject to compliance with the required corporate formalities.

When does the obligation to convert shareholder financing apply?

For companies whose net assets are below the threshold and which owe amounts under loans or other financing provided by their shareholders, the law introduces, subject to certain conditions, an obligation to increase share capital by converting those claims.

Failure to comply with this obligation may result in a fine of between RON 40,000 and RON 300,000. Exemptions apply to certain categories of investors and financing, and the relevant legal conditions should be checked on a case-by-case basis.

What the 2027 start date for penalties means

Penalties for failing to restore net assets and for failing to comply with the conversion obligation will be applied by the National Agency for Fiscal Administration (ANAF) from 2027, by reference to the financial statements for financial years beginning on or after 1 January 2025.

2027 does not, however, mark a general postponement of the restrictions. ANAF has stated that its checks also cover loan repayments made after the approval of the annual financial statements filed in 2026.

What Soter & Partners recommends

We recommend that companies turn their balance sheet review into an action plan:

\1. Calculate net assets and compare them with the statutory threshold.

\2. Review losses brought forward and determine the profit that is actually distributable.

\3. Identify payments and financing to shareholders and related parties that need to be put on hold.

\4. Document shareholders' resolutions and the timetable for remedial measures.

\5. Model the impact of each option on net assets and share capital.

\6. Monitor these indicators throughout the year, ahead of any distributions or repayments.

The Soter & Partners team is available to help you analyse your financial indicators, assess the restrictions that apply and prepare the necessary accounting measures, working alongside your legal advisers where appropriate.