Are you an entrepreneur? Here are 10 essential changes that package 2 of the Bolojan Government brings from January 1, 2026

The second package of fiscal measures adopted by the Bologna Government was published in the Official Gazette, so that from January 1, 2026, a series of changes will come into force, including those brought to the operating law of a company, from the perspective of the minimum share capital or the distribution of dividends.

The main changes applicable to entrepreneurs as of January 1, 2026 are:

• Companies that distribute quarterly dividends cannot grant loans to shareholders/associates or other related persons until the time of regularization of the differences made from the distribution of dividends compared to the results of the financial year;

• Companies where the net accounting asset registered on the basis of the annual financial statements is less than half of the value of the subscribed share capital, cannot return the loans taken from them to the shareholders/associates or other related persons. The net accounting asset (ANC) is calculated as the difference between the company's total assets and its total liabilities. It is the amount that the shareholders/associates would receive in the event of liquidation, after the capitalization of all assets and the payment of all debts to third parties

• If the regularization of dividends is not respected and dividends are distributed or loans are returned when the net accounting asset is below the limit provided by law or loans are granted to associates/shareholders/affiliated entities before the regularization of dividends, then the company that benefits from dividends or loans together with the shareholders/associates are jointly and severally liable within the limits of dividends and loans for any unpaid tax obligations registered at the level of the company that distributed dividends, returned loans or granted loans. Failure to comply with the prohibitions listed above is also sanctioned as a contravention with a fine from 10,000 lei to 20,000 lei, ANAF being the institution authorized to apply the sanction;

• It regulates the situation whereby there is an accounting loss recorded in previous years and only the distribution of dividends in the current period is intended. First, the accounting loss from the previous period will be covered, the legal reserve will be constituted if it was not previously constituted, and only afterwards can dividends be distributed;

• The companies that, based on the annual financial statements, register the net assets reduced to less than half of the value of the share capital, cannot distribute dividends until after the net assets have been restored to the minimum value provided by law. The same is done when the distribution of interim dividends is intended. Interim dividends cannot be granted until the net asset is reconstituted;

• Failure to comply with the company's obligation to reconstitute the net accounting asset to a value at least equal to half of the share capital is a misdemeanor and is punishable by a fine from 10,000 lei to 200,000 lei;
• In the situation where there are losses recorded on the basis of the annual financial statements, and the net accounting asset has been reduced to less than half of the share capital and, at the same time, the company has debts to shareholders in the form of loans or other financing received, it is required that within 2 years from the end of the financial year in which the existence of the losses was found to increase the share capital on account of these loans. Failure to comply with this obligation is punishable by a fine from 40,000 lei to 300,000 lei. The application of these sanctions will be made starting from the year 2027 by referring to the financial statements that start on January 1, 2025 or later.

• The minimum value of the social capital for newly established companies is at least 500 lei. This value of the social capital can be kept as long as the turnover of the company is less than 400,000 lei. The turnover will be identified through the annual financial statements of the previous year. If the turnover recorded in the previous year exceeds the ceiling of 400,000 lei, then the value of the share capital must be at least 5,000 lei. The deadline for increasing the share capital is until the end of the financial year preceding the one in which the ceiling was exceeded;

• For limited liability companies (excluding other forms of companies) registered and existing at the entry into force of this law that have a lower share capital than that imposed by this law, the term for increasing the share capital is a maximum of 2 years from the entry into force of this law. For limited liability companies that increase their share capital by December 31, 2026, whose motivation is only to comply with this law, a 50% discount is granted from the tariff for publishing the announcement in the Official Gazette;

• If the limited liability company does not increase the share capital within the previously mentioned term, the sanction is the dissolution of the company either at the request of ONRC or at the request of any interested person;

Note: there are some exceptions to these rules and some specific situations when the state or administrative-territorial units are shareholders in such companies. Material created with the support of fiscal consultant Adrian Bența.

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