Harder measures on inactivity and dissolution of companies: The business environment must be vigilant because drastic consequences appear

The fiscal package for which the Government has assumed responsibility in Parliament, in September, also includes substantial interventions on the Fiscal Procedure Code, such as changes to Article 92, which introduce new criteria for declaring inactivity, as well as mechanisms of automatic dissolution of inactive companies. These measures aim to eliminate from the economic circuit of non -functional entities and optimize the process of collecting budget revenues.

Declaring inactivity and conditions imposed

According to the proposed provisions, which should enter into force from January 1, 2026, significant changes are made in the regime of declaring inactivity, with direct implications on the functioning of legal entities. Thus, a legal person may be declared inactive if he meets at least one of the following conditions:

• does not have a bank account in Romania or an account opened at the State Treasury;
• does not submit the annual financial statements within a maximum of 5 months from the expiration of the legal term.

Thus, the obligation to have an active bank account becomes an essential condition for maintaining the active fiscal status. Its lack is considered an indicator of economic non -functionality, justifying the intervention of the fiscal authority.

In the case of annual financial statements, according to the Accounting Law no. 82/1991 and the Fiscal Procedure Code, the companies have the obligation to submit them to the ANAF or to the Trade Register, in general up to 150 days from the end of the financial year (usually until May 30 for the previous year). If this obligation is not fulfilled even after 5 months from the expiration of the legal term, the company can be declared inactive ex officio by ANAF.

This measure mainly concerns entities without real activity, whose fiscal status represents a risk to the public budget by lack of collection of fiscal obligations due. The extension of the criteria of inactivity reflects a more rigorous approach from the state. The impact is especially significant for companies that, for administrative or financial reasons, delay in fulfilling the obligations. The declaration of a company as a fiscal inactive involves the cancellation of the VAT code, the impossibility of deducting VAT and the exclusion from the active economic circuit, with direct effects on the operational capacity and the commercial reputation.

Automatic dissolution of long -term inactive companies

The project introduces a strict automatic dissolution mechanism for the entities that do not make the steps to comply and resume the activity within one year from declaring inactivity. In such situations, the fiscal bodies have the obligation to formulate the demand for dissolution, regardless of the existence of outstanding fiscal obligations, unless criminal notifications are formulated. This regulation marks a paradigm change: the state no longer adopts a passive position, but actively intervenes in the elimination of inactive entities, even in the absence of fiscal debts. Although the measure aims to purify the trade register, its generalized application, without taking into account particularities, can adversely affect the societies in reorganization or restructuring, which, although temporarily inactive, may have viable rectives.

The new regulation also establishes the conditions of reactivation, respectively the existence of a payments in Romania or at the treasury, the submission of the financial statements and the absence of other causes of inactivity. It is a regulation that requires increased diligence from companies to avoid loss of active status. At the same time, it is stipulated that the entities in simplified insolvency, bankruptcy or dissolution can be reactivated upon request, after the declarative obligations. This represents a protection measure for companies in judicial procedures, but maintains the fiscal pressure on them.

Measures to recover debts and promote transparency

In parallel, the fiscal body will have measures to recover the fiscal obligations and will access all the information necessary to establish the situation of the inactive companies.

For the companies for which the ONRC is to be fulfilled the conditions for dissolution, the list of companies to be dissolved on the Internet pages of ONRC and ANAF will be published.

The impact of new changes to companies

Through these legislative changes, the authorities aim to reduce the number of economic entities without real activity and to increase the budgetary receipts, by eliminating the inactive entities that can generate tax losses.

Through these legislative changes, the authorities aim to reduce the number of economic entities without real activity and to increase the budgetary receipts, by eliminating the inactive entities that can generate tax losses.

At the same time, better transparency is targeted in the market for active companies, which can also bring a healthier business climate.

The proposed changes will inevitably lead to an increase in the number of entities declared inactive, with direct consequences on the deductibility of expenses and access to fiscal facilities.

Companies that do not comply are the risk of dissolution, which can seriously affect the groups of companies, the holding structures and the entities with seasonal activity.

The declaration of fiscal inactivity involves the registration of the company in the register of inactive taxpayers, the ex officio cancellation of the VAT code and the impossibility of deducting the expenses and VAT related to the purchases made. Moreover, the commercial partners will not be able to deduce the expenses and VAT related to the transactions with an inactive company, which can affect the commercial relations and the reputation of the entity before the financial institutions. In addition, reactivation involves a complex administrative procedure, with additional checks from ANAF, which may delay the resumption of economic activity.

In conclusion, these legislative changes significantly change the rules applicable to inactive companies and the way in which their automatic dissolution can be declared. Although measures can be justified from the perspective of administrative efficiency, they impose increased vigilance from the business environment and a rapid adaptation to the new requirements. It is essential for companies to check the fiscal status periodically, to maintain active bank accounts in Romania, to respect the deadlines for submitting financial statements and to carefully monitor any notifications of inactivity from ANAF.

Ana-Maria Iordache, partner D&B David and Baias, Inge Abdulcair, Director of PWC Romania

Article supported by PWC Romania