Senate Backs Easing of Ban on Repaying Shareholder Loans

2 November 2026 · ACSINTE & PARTNERS

What changed

On 28 October 2026 the Romanian Senate adopted, as first chamber, a bill amending Article 67 paragraphs (2^4) and (2^5) of the Companies Law no. 31/1990 (legislative proposal L527/2026). The vote was 60 in favour, 10 against and 19 abstentions. The bill has been sent to the Chamber of Deputies, which is the decisional chamber. Nothing has changed in the law yet.

The bill targets one of the corporate-governance restrictions introduced by Law no. 239/2025 on measures to restore and streamline public resources (Official Gazette Part I no. 1160 of 15 December 2025, in force since 18 December 2025). Under the current Article 67 (2^4), a company whose annual financial statements show net assets below half of the subscribed share capital may not repay loans received from its shareholders, associates or other affiliated persons. Breaching the ban is a contravention punishable by a fine of RON 10,000 to 200,000, applied by ANAF, and triggers the joint liability of the company and of the shareholder who received the repayment for the company's outstanding tax debts, up to the amount repaid.

The text adopted by the Senate keeps the general ban but adds an exception. Loans received from shareholders or associates that are recorded separately in the company's accounts may be repaid, in whole or in part, if two cumulative conditions are met on the date of repayment: the company has no certain, liquid and due unpaid obligations towards employees, the consolidated general budget or non-affiliated creditors; and, after the repayment, its cash resources cover the certain and liquid obligations towards those categories falling due within the following 30 days.

The exception does not extend to loans from other affiliated persons (for example sister companies or relatives of shareholders), which remain blocked while the company is undercapitalised. The joint-liability rule in paragraph (2^5) is rephrased so that it is triggered only where loans are granted or repaid in breach of the prohibitions, not where a repayment is made under the new exception.

The original proposal, tabled by a group of AUR parliamentarians, would have simply declared that repaying shareholder loans is not a profit distribution and is permitted regardless of the level of net assets. The Senate's economic and legal committees rewrote it: the Legislative Council, the Economic and Social Council and the Senate budget committee had issued negative opinions, and the Government stated that it does not support the initiative, arguing that it would contradict the existing ban, weaken creditor protection and create legal uncertainty for a rule backed by heavy fines. The conditions now in the text are the committees' answer to those objections.

Who is affected

The rule concerns every company governed by Law 31/1990, both joint-stock companies and limited liability companies, whose approved annual financial statements show net assets of less than half of the subscribed share capital. In practice this covers a large number of Romanian subsidiaries of foreign groups and of locally owned SMEs that are financed through shareholder loans rather than equity and that have accumulated losses. Since December 2025 these companies have been unable to service or refinance such loans without exposing themselves and their shareholders to fines and joint tax liability.

Shareholders and parent companies that act as lenders, finance directors, auditors and accountants are directly concerned, as are non-affiliated creditors and employees, whose claims the bill places ahead of any repayment to shareholders. The separate obligation under Article 153^24 to restore the net assets, and, after two years, to convert shareholder loans into share capital, remains untouched.

What companies should do now

1. Map the exposure. Identify every group company whose latest approved financial statements show net assets below half of the subscribed capital, list the outstanding shareholder and affiliate loans, and check that shareholder loans are recorded in distinct accounts, since separate bookkeeping is a condition of the proposed exception.
2. Do not anticipate the change. Until the law is adopted by the Chamber of Deputies, promulgated and published in the Official Gazette, the ban in Article 67 (2^4) applies in full. Repayments made now remain subject to the RON 10,000 to 200,000 fine and to joint liability for the company's tax debts; where liquidity is needed, consider capital increases, loan subordination or conversion instead.
3. Prepare the evidence. If the bill passes, each repayment will have to be supported by proof that no due obligations to employees, the state budget or third-party creditors are outstanding, and by a cash-flow statement covering the next 30 days. Build that documentation into treasury procedures and board approvals now, so repayments can be made safely once the exception enters into force.

Key dates

• 18 December 2025 – the ban on repaying shareholder and affiliate loans (Law 239/2025) enters into force.
• 28 October 2026 – the Senate adopts L527/2026 with amendments (60 for, 10 against, 19 abstentions).
• Next step – debate in the Chamber of Deputies as decisional chamber; no timetable has been set. The law would enter into force three days after publication in the Official Gazette unless it provides otherwise.

Open questions

The Government's opinion points to a tension between the new exception and the duty under Article 153^24 to convert unpaid shareholder loans into capital after two years. It is also unclear how the 30-day liquidity test will be documented and whether ANAF will expect interim financial statements. The Chamber of Deputies may amend, adopt or reject the text.

This article provides general information and does not constitute legal advice.