Failure to file 2025 financial statements may put VAT registration at risk

For companies that have not yet submitted their financial statements for 2025, the delay may have consequences that go beyond an administrative fine: declaration of tax inactivity, cancellation of the VAT number, and/or difficulties in commercial relations.

As the date of 2 November 2026 approaches, verifying the submission and the electronic filing acknowledgement confirming successful validation should be a priority for the directors of the companies concerned.

Why is the date of 2 November 2026 relevant?

Starting from 1 January 2026, the Fiscal Procedure Code provides for a new ground for declaration of inactivity: failure to submit annual financial statements within five months from the expiry of the statutory filing deadline.

For companies with a financial year corresponding to the calendar year, the submission deadline for the financial statements for 2025 was 2 June 2026. Calculating five months from this date results in the date of 2 November 2026.

This date does not represent an extension of the initial submission deadline and does not remove the penalties for the delay already incurred. For entities with other statutory reporting deadlines, the calculation must be made separately.

Tax inactivity does not occur automatically

Exceeding the five-month period constitutes grounds for being declared tax inactive. The measure is ordered by the tax authority by means of a decision, in accordance with the applicable procedure, and communicated to the taxpayer.

Therefore, the expiry of the statutory period should not be confused with the date on which the company is actually declared inactive.

What are the VAT implications?

If the company declared inactive is registered for VAT purposes, ANAF cancels the VAT registration. According to the ANAF briefing regarding the new rules, the cancellation takes effect from the date of communication of the decision declaring tax inactivity.

Continuing economic activity does not eliminate tax obligations. The company may have the obligation to collect and pay VAT on taxable transactions, without benefiting, during that period, from the deduction of VAT related to purchases.

The VAT due for transactions carried out during the period of cancellation of the code is declared via Form 311, according to the applicable rules. The obligations related to the period prior to the cancellation must be analysed separately.

It must also be checked whether the cancellation of the code generates adjustments of previously deducted VAT, including for capital goods within the adjustment period. The treatment is determined depending on the specific situation of the company.

The effects may extend to clients

A company declared inactive for tax purposes also faces restrictions on deducting its own business expenses for corporate income tax purposes.

At the same time, clients who purchase goods or services from a supplier registered in the Register of inactive/reactivated taxpayers are subject to restrictions on the deduction of expenses and VAT, under the conditions and with the exceptions provided for by the Fiscal Code.

The consequences may include additional requests for documents, the postponement of transactions, and the deterioration of commercial relations.

Tax inactivity is also entered in the tax record of the company and, under the conditions of the law, of its legal representatives.

What fines can be applied?

The Accounting Law provides for the following fines for the late submission of financial statements:

between 300 and 1,000 lei, for a delay of 1–15 working days;
between 1,000 and 3,000 lei, for a delay of 16–30 working days;
between 1,500 and 4,500 lei, for a delay longer than 30 working days.

Failure to submit annual financial statements is regulated separately and may be sanctioned with a fine between 2,000 and 5,000 lei. The contravention classification depends on the situation identified.

Check together with the accounting team whether the financial statements have been submitted and whether there is a receipt confirming validation without errors. The simple transmission of the file is not sufficient if the submission was rejected.

If reporting is overdue, finalise the documents and the submission as soon as possible. Also check communications received via SPV, as well as the company's tax status.

If inactivity has already been declared, the submission of the financial statements must be accompanied by checking the reactivation conditions and the procedure for VAT re-registration. The legislation allows for the recovery of certain tax rights, under the conditions provided by law, but remediation may involve additional returns, adjustments, and administrative costs.

The Soter & Partners team can support you in checking reporting obligations, preparing overdue financial statements, and analysing the tax consequences of the delay.

We wish you success in everything you set out to achieve!