The main changes are:

FISCAL PROCEDURE CODE
➢ New criteria are introduced for declaring taxpayers as inactive:
• the taxpayer does not have a bank account opened with a bank in Romania
• the taxpayer has not filed the annual financial statements within 5 months from the statutory filing deadline
If the taxpayer is not reactivated within one year, it will be dissolved.
➢ An obligation is introduced for beneficial owners to guarantee tax liabilities for which payment rescheduling is requested (under certain conditions).
➢ Regarding the simplified payment rescheduling, maximum limited for which the rescheduling can be accessed are introduced, as folows:
– 100.000 lei for individuals; and
– 400.000 lei for companies.

LAW NO. 70/2015 ON FINANCIAL DISCIPLINE
➢ Any legal entity is required to open a “payment account” in Romania. Newly established entities have a 60-day deadline from incorporation.
➢ Failure to comply with the obligation to have a payment account is sanctioned by a fine ranging from RON 3,000 to RON 10,000 and by declaring the entity fiscally inactive.

FISCAL CODE
➢ Expenses with related parties
• expenses for intellectual property rights, management services, and consultancy services in transactions with foreign related parties that exceed 1% of total expenses of the same nature are deductible only up to this limit. The provision is not applicable to those companies wich are subject of IMCA.
• the deduction of these expenses is not limited if they are incurred for obtaining trademarks, designs, and industrial models registered in Romania
• the deduction of these expenses is not limited if they are capitalized as fixed assets in accordance with accounting regulations

➢ Income tax
• the taxation of certain income from short-term rental activities is amended
• capital gains realized through intermediaries registered in Romania are taxed at a rate of 3% or 6%, depending on the holding period of the securities (more or less than 1 year)
• gains from transactions with virtual currencies are taxed at a rate of 16%
• gains from transactions with securities other than those carried out through intermediaries registered in Romania are taxed at a rate of 16%
➢ The calculation base for the health insurance contribution (CASS) for individuals earning income from independent activities will be set at 72 minimum gross salaries per year.

➢ Local taxes
• the tax on residential buildings owned by individuals increases by approximately 268%
• provisions regarding the taxation of residential buildings owned by legal entities are eliminated
• the tax on agricultural land and land with other destinations than buildable land increases by approximately 268%
• the tax on all categories of motor vehicles increases and will be differentiated based on pollution standards
• the maximum rate by which local authorities may increase the rates regulated by the Fiscal Code is increased (from 50% to 100%)
• the taxation rate increases from 0.3% to 0.9% for both buildings with a value exceeding RON 2,500,000 and passenger vehicles with a value exceeding RON 375,000

LAW NO. 31/1990 (COMPANIES LAW)
➢ Dividends
• companies that distribute dividends quarterly, in accordance with the law, may not grant loans to shareholders or associates, as applicable, or to other related parties (as defined by applicable accounting regulations), until the differences resulting from dividend distributions during the year are settled
• companies which, based on annual financial statements approved according to the law, have a net asset value reduced to less than half of the subscribed share capital may not repay loans to shareholders or associates, as applicable, or to other related parties
• breach of the above two provisions is sanctioned by: joint and several liability of the relevant persons for the payment of outstanding budgetary obligations, as well as a fine ranging from RON 10,000 to RON 200,000

➢ Capital adequacy
• companies which, based on annual financial statements approved according to the law, have a net asset value reduced to less than half of the subscribed share capital may distribute dividends from the profit of the current financial year only after restoring the net assets to the minimum value provided by law
• companies which, based on interim financial statements approved according to the law, have a net asset value reduced to less than half of the subscribed share capital may not distribute interim dividends from the profit of the current financial year unless they have restored the net assets to the minimum value required by law
• Starting in 2027: failure to restore the net assets to at least half of the share capital by the end of the year following the one in which the non-compliance was identified constitutes a contravention and is sanctioned with a fine ranging from RON 10,000 to RON 200,000
• Starting in 2027: within 2 years from the end of the year following the one in which the non-compliance was identified, companies are required to convert shareholders’ receivables into share capital
• Starting in 2027: failure to comply with the obligation to convert shareholders’ receivables constitutes a contravention and is sanctioned with a fine ranging from RON 40,000 to RON 300,000
• the new regulations apply to both joint-stock companies (SA) and limited liability companies (SRL), except for those declared inactive under Law 31 and companies carrying out activities specific to investment funds
• the fines established under the above provisions do not fall within the category of fines for which payment of half of the minimum amount provided by law is allowed

LAW NO. 85/2015 (INSOLVENCY LAW)
➢ Introduces criteria for determining the status of a person closely related to the debtor (related parties, beneficial owners, members of management bodies, and their relatives up to the third degree).
➢ The creditors’ committee may include no more than one member qualified as a person closely related to the debtor.
➢ Limits the rights of persons qualified as closely related to the debtor and regulates the conditions under which they participate in insolvency proceedings, including with regard to the possibility of liability being triggered.

ORDINANCE NR.193/12 december 2022 REGARDING MODERN PAYMENTS METHODS
➢ All the goods sellers and services providers will be obliged to accept payment by card or to use modern tools for payments regardless the level of cash receipts (at this moment the obligation occurs when the ceiling of 50.000 lei is excedeed).

OTHER PROVISIONS
➢ Assignment of shares
• the assignment of shares held by the controlling shareholder of an SRL is enforceable against ANAF; if there are outstanding debts, either the assignee or the assignor may guarantee their payment

➢ Increase of the minimum share capital
• the minimum share capital of an SRL is set depending on the turnover of the previous year, as follows: RON 5,000 if turnover exceeds RON 400,000; RON 500 for newly established companies
• the share capital must be increased by the end of the year following the one in which turnover exceeding RON 400,000 was achieved
• companies with share capital below the minimum threshold are required to increase it within 2 years from the entry into force of the law
• if the share capital is not increased within the deadline, the company will be dissolved at the request of any interested party or the National Trade Register Office (ONRC); dissolution will be prevented if the capital is increased before the final dissolution decision

➢ Dissolution of inactive companies
• a company declared inactive that is not reactivated within 1 year will be dissolved at the request of ANAF
• companies declared inactive before the entry into force of the law will be dissolved at the request of ANAF within 30 or 90 days, depending on the period of inactivity
• specific provisions apply to companies with tax liabilities

➢ Logistics fee for intra-Community goods
• a fee of RON 25 is introduced for each parcel entering Romanian territory originating from outside the EU, if the parcel value is below EUR 150