Corporate finance · Shareholder funding · Romania

Funding a Romanian company through a shareholder loan requires clear terms for the money going in and a lawful route for repayment.

A focused legal review can turn the proposed funding arrangement into an agreement, the necessary corporate documents and a clear list of tax and reporting questions.

This guide concerns money lent by a shareholder to a Romanian company, including funding from a foreign parent company.

Loans made by the company to its shareholders involve different restrictions and require a separate assessment.

The discussion focuses on ordinary company funding rather than professional lending, cash pooling or regulated financial services.

What can a shareholder-loan lawyer help you prepare?

The legal work should match the funding decision you need to make.

For a new loan, the scope may include drafting or reviewing the agreement, checking representation and identifying any necessary approvals.

For an existing balance, the starting point is the signed record, actual transfers, amendments and accounting reconciliation.

For repayment, the review should address contractual maturity, current legal restrictions and the proposed payment.

Depending on the agreed mandate, the deliverables may be a revised agreement, replacement clauses, supporting resolutions or a written issues list for management and the accountant.

Our corporate legal support for Romanian companies covers governance and transaction documentation alongside the funding contract.

Select the cards that match your transaction to add the relevant areas to the review packet below.

Should the funding be a loan or a capital contribution?

Choose the legal structure around the intended funding and repayment.

Under Article 2158 of the Romanian Civil Code published on the courts portal, a money loan involves an obligation to return the amount lent.

A capital contribution serves a different corporate function and should not be treated as an interchangeable payment label.

Record whether the shareholder expects repayment, when the company could repay and whether permanent capital is needed.

Ask the accountant to explain how the proposed transaction affects liabilities, equity and the company’s financial position.

A further loan does not, by itself, repair a net-asset deficit merely because cash enters the bank account.

Where the funding is part of incorporation, our guide to starting a Romanian SRL explains the separate share-capital framework.

What should the shareholder-loan agreement contain?

The contract should explain the funding, its cost and how the debt will be managed.

Article 15 of Companies Law no. 31/1990 on Romania’s official legislation portal requires contracts between an SRL and its sole shareholder to be in writing, under penalty of absolute nullity.

That specific rule applies whether the sole shareholder is an individual or a legal entity.

Article 15 requires written form rather than imposing a general notarisation requirement, while security and other transaction formalities need separate assessment.

A written agreement is also the practical starting point for reviewing other shareholder-funding arrangements.

• Parties and capacity: identify the actual lender, Romanian borrower and authorised signatories.
• Funding: define the amount or facility limit, currency, purpose, drawdown conditions and transfer account.
• Interest: state whether interest applies and address calculation, payment dates and default interest separately.
• Repayment: specify maturity, instalments, early repayment, extension and treatment of legally restricted payments.
• Protection: review any security, subordination, existing bank covenants and restrictions on other funding.
• Administration: address amendments, assignment, notices, governing law, disputes and any bilingual versions.

This is a drafting checklist rather than a statement that every listed clause is mandatory in every loan.

Our Romanian contract-review guide provides wider context on authority, payment and dispute clauses.

If the same person proposes to sign for both parties, assess representation and conflicts before execution.

Check the company’s articles of incorporation and corporate governance provisions, registered representation powers and applicable decision-making rules to determine which approvals are needed.

Our guide to Romanian company directors’ duties and liability explains why authority, corporate decisions and financial distress need separate attention.

Can the loan be interest-free?

The agreement should state the intended interest treatment expressly.

Article 2159(2) of the Civil Code presumes a money loan to be for consideration unless the contrary is established.

Silence should therefore not be treated as a reliable interest-free clause.

Under Article 2 of the official text of Government Ordinance no. 13/2011 on interest, the statutory rate applies where interest is due by law or contract but its rate is unspecified.

Article 6 requires agreed interest to be recorded in writing and limits recovery to statutory interest in the absence of that written stipulation.

Distinguish an expressly agreed interest-free loan from an agreement that leaves the rate unspecified.

Assess interest for using the funds separately from interest arising on late repayment.

Article 5’s interest ceiling applies only to legal relationships that do not arise from the operation of a profit-making enterprise.

It should not be treated as a general cap on shareholder-loan interest.

Assess the nature of the financing relationship rather than the lender’s individual or corporate status alone.

Where that restricted rule applies, the agreed annual rate is capped at 1.5 times the statutory rate in force when the interest clause is agreed.

A clause breaching that ceiling is void, and the creditor also forfeits the right to claim statutory interest.

Tax treatment requires a separate assessment even where the contractual intention is clear.

Interest-free intercompany loans may raise transfer-pricing issues where the lender and borrower are affiliated parties.

Which tax questions should be resolved?

Review the actual parties and tax regime rather than applying one assumed tax result.

Transfer pricing

The ANAF transfer-pricing guide explains the arm’s-length principle for related-party transactions.

For affiliated parties, assess whether the financing terms and supporting evidence meet that principle.

The assessment is not limited to the interest rate and may extend to the commercial rationale and other terms of the financing.

Deductibility of borrowing costs

For corporate-income-tax purposes, Article 40² of the Romanian Fiscal Code consolidated by ANAF regulates the deductibility of exceeding borrowing costs.

Signing a valid loan agreement does not establish that every interest expense is deductible.

Tax on interest payments

Before paying interest, determine the lender’s residence and status, any withholding obligations, available relief and reporting duties.

ANAF’s official tax forms and explanations include documents relevant to residence and qualifying EU interest-payment exemptions.

Do not assume that a foreign parent or EU shareholder automatically qualifies for an exemption.

Agree who obtains the evidence, confirms the treatment and handles any withholding or returns.

What changes when the shareholder is abroad?

Identify the foreign lender and assess the particular cross-border transaction.

Obtain the corporate lender’s identity and authority documents, complete agreement and proposed payment schedule.

BNR Regulation no. 4/2021 on reporting statistical data and information to the National Bank of Romania, as subsequently amended, including by BNR Regulation no. 3/2025, contains specific external-debt reporting duties.

Assess the lender’s and borrower’s residence under the regulation, together with maturity and transaction structure, rather than nationality alone.

Articles 82–83 cover qualifying private external debt, including financial loans exceeding one year from non-residents and indefinite-term debt treated as long-term.

Article 83(1) requires relevant resident borrowers to submit F1 and F2 within 30 calendar days of concluding the contract, rather than the first drawdown.

Specified identification or contract changes require F1 within 15 calendar days under Article 83(2).

Under Article 83(3¹), changes to funding, principal, interest or fee schedules require an updated F2 within 15 calendar days of the change.

Article 84 requires borrowers selected by BNR to submit F3 within 15 calendar days after the reference month ends, except months without operations.

F3 is not a universal monthly filing for every borrower, and statistical reporting is distinct from prior loan authorisation.

Foreign governing law does not remove the need to assess Romanian corporate, tax and reporting requirements.

Can the company repay the shareholder whenever cash is available?

No, available cash and contractual maturity do not settle every repayment condition.

Article 67(2⁴) of Companies Law no. 31/1990 prohibits repayment of loans from shareholders or accounting-defined affiliates where annual financial statements approved according to law show net assets below half the subscribed share capital.

Net assets are different from the company’s bank balance.

The prohibition took effect on 18 December 2025, as shown in ANAF’s comparison of the Companies Law amendments.

ANAF’s statement of 13 May 2026 announces checks on repayments made after approval of annual financial statements with filing deadlines in 2026.

The prudent approach is not to treat that enforcement statement as postponing the statutory commencement.

Assess the relevant approved accounts and the law in force on the proposed or historical repayment date.

Article 67(2⁶) provides for a fine of RON 10,000–200,000, without the option to pay half the minimum fine under Article XXV of Law no. 239/2025.

A breach may result in the company and recipient shareholder being held jointly and severally liable, under Article 67(2⁵), for the company’s outstanding budgetary liabilities administered by the central tax authority, up to the amount of the prohibited loan repayment.

For loan receipts and repayments between a company within Article 1(1) and an individual, Article 4(4) of Law no. 70/2015 on cash-payment discipline requires non-cash payment instruments.

Check the law’s scope and any specific statutory exemption before relying on a different payment route.

Where the company faces financial distress, obtain a separate assessment before repayment, security enforcement or restructuring.

When can a shareholder loan require conversion into capital?

The conversion mechanism has its own conditions and does not apply automatically to every shareholder loan.

Where dissolution is not decided, Article 153²⁴(4) of Companies Law no. 31/1990 requires capital reduction by at least the losses not covered from reserves if net assets have not been restored to at least half the share capital within the statutory period.

That period ends at the close of the financial year following the year in which losses were established, subject to Article 10.

For companies falling within Article 153²⁴(1) that have outstanding shareholder loans or other shareholder financing, paragraph (4²) provides for a capital increase through conversion of those claims where the obligation under paragraph (4) has not been complied with within the statutory two-year period, calculated from the end of the financial year following the year in which losses were established.

Assess the applicable deadline against the company’s financial year, the relevant approved annual financial statements and any applicable transitional provisions.

The procedure must respect other shareholders’ rights, and paragraph (4⁴) extends the relevant rules to SRLs.

Paragraphs (4⁹) and (4¹⁰) contain specific exceptions, including categories subject to a four-year non-repayment condition.

Check the precise investor or funding category rather than assuming that every parent company qualifies.

Failure to restore net assets can attract a RON 10,000–200,000 fine, while failure to comply with the conversion obligation can attract RON 40,000–300,000 under paragraphs (4¹) and (4³).

Article XXV of Law no. 239/2025 also excludes the half-minimum fine payment option for these breaches.

Under paragraph (4⁵), ANAF’s ascertainment and penalties for those obligations start in 2027, relating to annual accounts for financial years beginning on or after 1 January 2025.

This timetable does not defer the separate repayment prohibition in Article 67(2⁴), and a conversion exception does not automatically permit repayment.

What if the money has already been transferred?

Reconstruct the existing arrangement before proposing corrective documents.

Collect payment records, correspondence, signed agreements and the accountant’s reconciliation of principal and interest.

A ledger entry or payment reference alone may not resolve all questions about the agreement and its terms.

Identify what was agreed, when funds moved and whether any reporting or payment obligations were missed.

Use the actual dates and obtain advice on appropriate confirmation or amendment documents.

Do not backdate signatures or assume a new document automatically cures an earlier validity problem.

Request drafting or review of a shareholder loan

Atrium Romanian Lawyers assists with Romanian corporate documents and contract drafting, review and negotiation.

For a shareholder-loan matter, the proposed scope can cover the agreement, representation, necessary approvals, repayment restrictions and coordination of tax questions with your accountant or tax adviser.

To request a review, describe whether you need a new agreement, an amendment, a review of earlier transfers or advice before repayment.

Include the parties’ countries, proposed amount and currency, timing, interest terms and whether funds have already moved.

For repayment, indicate whether approved financial statements show a net-asset issue.

The scope and fee should be agreed after the documents and required work are identified.

Related guides

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