Corporate Governance & Dividends (Law 239)

• Interim dividends & loans: No loans to shareholders or affiliates while interim dividends remain unregularized. Breach = joint liability + fines RON 10,000–200,000.

• Capital adequacy: If net assets < 50% of share capital → no loan repayments, no profit distribution until capital restored/reduced.

• Loss coverage priority: New rule (Art. 69¹) requires covering carried-forward losses before distributing profit.

 

Mandatory Electronic Payments & Bank Account (Law 239)

• Electronic payment acceptance: All businesses and public entities must accept card/e-payments for taxes, fees, services.

• Bank account obligation: Legal entities must hold a payment account in Romania or State Treasury within 60 days of incorporation.

• Non-compliance: Fines RON 3,000–10,000, fiscal inactivity, possible dissolution after 1 year.

• OUG 78/2025: Reinforces readiness—local councils must adopt 2026 tax decisions by Dec 31, 2025 or risk funding suspension.

 

Tax Installments (Law 239)

• New guarantee: ANAF may require notarized surety (fidejussory) contract.

• Deadline shortened: Current obligations under installment plans payable in 60 days (was 90).

 

Corporate Income Tax (Law 239)

• Deductibility cap 1%: Expenses to non-resident affiliates for IP, management, consultancy deductible up to 1% of total expenses.

• Exceptions: Capitalized costs & IP registered in Romania; certain taxpayers excluded.

 

Personal Income Tax (Law 239)

• Short-term rentals (>7 rooms): Net income = gross – 30% lump sum; tax = 10% on net.

• Crypto & capital gains: Stricter reporting and taxation from 2026.

 

Local Taxes – OUG 78/2025 Adjustments

• Deadlines for councils: All local councils must adopt 2026 tax decisions by Dec 31, 2025; failure → suspension of state transfers (except salaries/social aid).

• Building tax: Reclassification for business-held residential/mixed-use buildings deferred to Jan 1, 2027.

• Land tax relief: Granted only if documents filed on time and prior-year taxes paid; no extension to third-party co-owners.

• Vehicle tax:

• Hybrids (CO₂ ≤ 50 g/km): max 30% reduction if council approves.

• Updated tables by pollution norm & engine capacity → higher values.

• Local tax incentives: Must be justified; duration ≤ 2 years; aggregate cap ≤ 5% of prior-year local tax revenues.

In short:

• OUG 78 defers some Law 239 changes to 2027, tightens relief eligibility for 2026, and enforces strict procedural deadlines.

 

What This Means for Companies 

1. Payments & Banking: Ensure bank/Treasury account and e-payment acceptance by Jan 1, 2026. Non-compliance → inactivity, fines, dissolution risk.
2. Local Tax Planning: Review council decisions; model 2026 liabilities; check hybrid tax relief (max 30%).
3. Dividends & Loans: Update governance policies; no loans during interim dividends; monitor capital adequacy.
4. Installments: Prepare notarized surety templates; adjust cash flow for 60-day deadlines.
5. Related-Party Costs: Track IP/management/consultancy expenses; keep within 1% cap or capitalize; confirm Romanian IP exemptions.