(part IV): Expanded sanctions and mandatory capital increases triggered by insufficient net assets

This fourth and final part of our series on Law no. 239/2025 addresses the new legal consequences associated with a net asset value falling below the statutory threshold for limited liability and joint-stock companies. While the minimum level of net assets required by Romanian Companies’ Law remains unchanged, the new legislation significantly strengthens the enforcement framework by introducing concrete administrative sanctions and, in certain circumstances, a mandatory share capital increase.

(Part III)

Turnover-Based Minimum Share Capital Requirements for Limited Liability Companies

Romania’s efforts to reduce its budget deficit have translated into significant amendments to the legal regime of limited liability companies. Law no. 239/2025 introduces a new turnover-based minimum share capital regime for limited liability companies, marking the intent of the Government to impose stronger capitalization of companies and increase accountability.

New Constraints on Dividends and Shareholder Loans – A Protection Perspective of companies’ cash holdings.

Recent tax reform legislation is no longer influencing Romanian companies’ law at the margins. It is reshaping the rules on dividends, shareholder financing and capital preservation, significantly tightening the conditions under which value may be extracted from companies.

Although the recent legislative changes part of the second package of tax reforms promoted by Romania’s Government were intended to affect only the opposability of share transfers towards ANAF, their practical impact goes significantly further and could lead to blockages in registration of transfers of shares in limited liability companies.

Popovici Nițu Stoica & Asociații advised Société Générale Group on completion of the sale of BRD Societate de Administrare a Fondurilor de Pensii Private S.A. , which manages Pillar II private pension business, to Banca Transilvania Group. 

Vlasceanu & Partners announced the assistance to Econergy (through its Romanian SPV) in connection with the € 40.5 million project financing made available by UniCredit Bank for the development of the 87 MW Oradea photovoltaic project.

Starting December 2025, real estate developers active in the residential sector of Romania's real estate market face strict obligations designed to strengthen legal protection for buyers. The new legislation introduces unprecedented rules, from dedicated bank accounts and reservation fees capped at 5%, to fines of 1% of turnover for misuse of down payments. 

Mușat & Asociații announces the successful completion of the award procedure and the signing of the contract by DOGUS for an infrastructure project of strategic importance for Bucharest – the extension of the M4 metro line. The team coordinated by Iulian Popescu, Deputy Managing Partner, and Ana Maria Abrudan, Partner, represented the client throughout the procedure, including before the National Council for Solving Complaints (CNSC), where the favorable decision confirmed the award of the contract to DOGUS.