Romania: Measures to reduce the decapitalisation of entities in Romania

The Ministry of Public Finances recently published a project to amend company law (Law no. 31/1990) and accounting law (Law no. 82/1991) with a view to creating a new set of rules and clarifying the existing provisions for decapitalised entities. The intention of the Romanian authorities is clearly to increase the capitalisation level and no longer accept cases in which legal capitalisation requirements are not met.

The most significant changes concern entities in which the value of their net assets is lower than their share capital value, and therefore they are not compliant with capitalisation requirements. In such cases, the amendments stipulate that entities will have to convert the existing debts/loans to shareholders into share capital by the end of the financial year in which such irregularities are observed. Should the entity fail to comply with such a conversion or fail to adopt additional measures to correct the indicators, the entity will be dissolved at the request of the Ministry of Public Finances.

The project also comes with clarifications and changes regarding the dividend policy, new fines related to the new provisions and also further details of cooperation between the Ministry of Public Finances and the Trade Registry to ensure that the measures are strictly implemented.

We will return with further details once the updates are published in the Official Gazette.