Published in the Official Gazette on December 15, 2025, Law 239/2025 on establishing measures to recover and streamline public resources and to amend and supplement certain legislative acts will come into effect on December 18 and introduces substantial changes regarding the dissolution of legal entities. The new provisions concern both the procedure for fiscal inactivity and new situations in which an LLC may be dissolved for failure to comply with legal obligations.
- New situations for declaring fiscal inactivity (from January 1, 2026)
Starting in 2026, two further situations will be introduced in which a legal entity may be declared fiscally inactive:
- The absence of a payment account in Romania (including lack of an account opened with the National Treasury);
- Not filing annual financial statements within 5 months of the legal deadline for submission.
Reactivation remains possible if all outstanding reporting obligations are fulfilled, there are no tax liabilities, and the cause of the inactivity has been removed.
- Tax inactivity and its consequence: dissolution
The new rules give major importance to fiscal inactivity, which may lead to the dissolution of the company.
If a taxpayer/payer remains inactive for more than one year, the tax authority shall apply for dissolution, regardless of whether or not there are outstanding tax liabilities.
As an exception, if the inactivity is temporary and registered with the Trade Register, the request for dissolution can only be made if the activity is not resumed upon expiry of the declared term.
The new provisions apply to taxpayers declared inactive after the law comes into force.
- Special dissolution procedure for companies covered by Law 31/1990
Dissolution due to fiscal inactivity follows a special procedure for companies covered by Law 31/1990.
The ONRC publishes, at least 5 days in advance, the list of companies that meet the legal conditions for dissolution. Once the dissolution notice has been registered, if the company has no tax debts and no request for the appointment of a liquidator is made within 20 days, the ONRC automatically deregisters it.
If there are debts or a request for the appointment of a liquidator is filed, the ONRC appoints an insolvency practitioner. Within 30 days, the practitioner must analyze the company's situation and determine whether the conditions for the simplified insolvency procedure are met, in which case the request is filed within five days. If not, the liquidation continues under the general procedure, which must be completed within a short period of time, not exceeding three months.
Finally, the company is deregistered either at the request of the liquidator or automatically if the liquidator fails to act within the deadline. In addition, ANAF periodically sends the ONRC an updated list of companies that may be subject to dissolution.
- Transitional provisions for companies already inactive on the entry date
For companies that are already inactive on the date the law enters into force, transitional rules are provided:
- If the company has no tax debts, the deadline for reactivation depends on the duration of inactivity: those inactive for more than three years must return to compliance within a maximum of 30 days to avoid dissolution, and those inactive for between one and three years have a deadline of 90 days. In the case of temporary inactivity, dissolution can only be requested if the activity is not resumed by the end of the declared period.
- When there are tax debts and the situation is not associated with a criminal case, the rule is simple: regardless of how long the inactivity lasts, the tax authority is obliged to request the dissolution of the company within a maximum of one year from the entry into force of the new provisions.
- New cases of dissolution for limited liability companies related to share capital
The new law establishes a general minimum share capital of 500 lei for limited liability companies, and for companies with a turnover of more than 400,000 lei, the minimum threshold rises to 5,000 lei.
In this context, dissolution may occur in two main situations.
- The first is when the share capital is reduced below the applicable minimum level, without the company simultaneously adopting a resolution to increase it back to the limits imposed by law. In this case, any interested person may request the dissolution of the company.
- The second situation concerns the obligation of all LLCs to comply with the new thresholds within two years of the law coming into force. If the company does not update its capital within this period, the ONRC or any interested person may request dissolution before the court.
However, dissolution can be avoided: if the company completes its share capital before the dissolution decision becomes final, the procedure will not be completed.
Conclusion
The amendments to the tax inactivity regime and the rules on share capital introduce a much stricter and faster mechanism for dissolving companies considered non-functional or non-compliant. The new provisions require closer monitoring of the accounting and tax situation, as well as rapid compliance to avoid dissolution and deregistration measures.
Authors:
Timeia Lupșa
Horea Ardelean