SRL dividends in 2026: 16% tax, net assets 50% of share capital, Law 239/2025 & Form 100

Lexter’s blog covers director remuneration (mandate vs employment vs dividends), 1% micro regime, VAT, card payments, and post-incorporation steps. Dividends appear in tax comparisons, but searches for “how to take money from SRL legally”, “dividends 16% 2026”, “net assets below half of share capital”, “Law 239 dividends”, and “Form 100 dividend” surged after ANAF’s May 2026 communication — without a dedicated profit distribution guide.

This article covers five dominant topics: (1) the legal dividend distribution procedure, (2) the 16% tax and Forms 100/205, (3) Law 239/2025 restrictions when net assets fall below 50% of share capital, (4) the ban on repaying shareholder loans in the same situation, (5) deadlines, fines, and practical steps. Data updated as of 17 July 2026.

Dividends are not automatic — they are granted only after financial statements are approved and a profit allocation resolution is adopted. For a single-shareholder SRL, the sole shareholder’s decision replaces the AGM resolution; with multiple shareholders, a General Meeting of Shareholders is convened.

Mandatory accounting order before distribution: legal reserves, covering carried-forward accounting losses (if any), compliance with articles on statutory reserves. Only then may remaining profit be allocated to shareholders proportionally to their participation shares.

Maximum payment deadline for approved dividends is 6 months from approval of annual financial statements. After expiry, the company may owe penalty interest under Emergency Ordinance 13/2011 unless articles or AGM resolution provide a higher rate.

From 1 January 2026, dividend tax for distributions to individuals is 16% (Law 141/2025 — vs 10% in 2025). The relevant rate is at the distribution resolution date, not the year profit was earned. The company withholds at source, declares via Form 100, and remits by the 25th of the month following dividend payment.

For dividends approved but unpaid by 31 December, tax is remitted by 25 January of the following year. Form 205 (annual reporting of beneficiaries and withheld amounts) is filed by 28 February for the prior year.

10% CASS on dividends: the shareholder checks whether total non-salary income (dividends + rent + interest etc.) exceeds annual thresholds of 6, 12, or 24 gross minimum wages. For 2026 income, the reference base uses the RON 4,050/month minimum wage (tax rule for the full 2026 year) — indicative thresholds: RON 24,300 → CASS RON 2,430; RON 48,600 → RON 4,860; RON 97,200 → RON 9,720 (maximum cap). CASS is declared by the shareholder via the annual return (Form 212) by 25 May of the following year.

For mandate/salary vs dividend comparison (including CAM cost, pension CAS), see the dedicated director remuneration guide — this article focuses on dividend procedure, not choosing remuneration form.

Law 239/2025 amends Law 31/1990 (arts. 69 and 69¹) and introduces strict restrictions for companies whose net assets (assets minus liabilities) fall below half of subscribed share capital. ANAF communicated application of these rules starting with financial statements for 2025.

If net assets are below 50% of capital, the company cannot distribute dividends from current-year profit until net assets are restored to the legal minimum or share capital is reduced. The same restriction applies to interim dividends approved on interim financial statements.

Practical example (ANAF, May 2026): SRL with RON 500 share capital (Law 239/2025) and RON 200 net assets at 31 December 2025 — below the RON 250 threshold (50% × 500). The company must either restore net assets or reduce share capital before any profit distribution. Reconstitution obligation: at latest by end of the fiscal year following the year losses were identified (e.g. loss at 31.12.2025 → indicative deadline 31.12.2026).

Failure to reconstitute: fine RON 10,000–200,000. The offender does not benefit from half-minimum fine reduction within 15 days (explicit derogation).

Beyond dividends, Law 239/2025 restricts repayment of loans received from shareholders, associates, or affiliates when net assets are below 50% of subscribed share capital (per approved annual financial statements). The ban remains until net assets are reconstituted.

Violation: fine RON 10,000–200,000. Many entrepreneurs used loan repayment as an alternative to dividends — this path is blocked in the same financial situation.

Fourth rule (most severe): if, two years after the fiscal year in which the loss was identified, net assets are not reconstituted and the company owes shareholders from loans, it must increase share capital by converting those receivables — indicative deadline by 31 December 2029 for situations identified at 31.12.2025. Non-compliance: fine RON 40,000–300,000.

Interim dividends: companies distributing interim dividends may not grant loans to shareholders until differences are regularized and annual financial statements are approved.

Follow legal checks in order, not just tax optimization:

Lexter helps with SRL incorporation — articles of association, shareholder data, ONRC dossier. It does not approve financial statements, draft AGM resolutions, calculate dividend tax, or file Form 100.

Profit distribution, net asset verification, and Law 239/2025 compliance remain your responsibility, with your accountant and, for large amounts or complex structures, legal/tax counsel.

Informational guide as of 17 July 2026. Law 239/2025, Law 31/1990, Law 141/2025, Tax Code, and ANAF communications may change. Verify current law. Not legal, tax, or accounting advice.