In anticipation of the approval of the annual financial statements, let us recall the obligations enshrined in Romanian law for companies with accumulated operating losses such as to reduce equity below 50 percent of share capital.

Overview

In the event that, at the time of approval of the annual financial statements, the company’s net capital is reduced, as a result of accumulated losses, to less than half of the share capital, Law 31/1990 in Art. ¹⁵³²⁴ requires the directors to call an extraordinary meeting of the members/shareholders to deliberate on the possible dissolution of the company, in the absence of coverage and restoration measures.

If the shareholders’ meeting does not decide on the dissolution of the company, the law imposes an obligation to reduce the share capital to the level necessary to cover losses, unless, by the end of the following fiscal year, the net capital is reconstituted above the limit in question.

In any case, the share capital may not fall below the minimum value set by law for the specific form of commercial company.

In order to restore the company’s equity, consideration should be given to the possibility of increasing the share capital through cash contribution or, where appropriate, the conversion of liquid and collectible receivables.

Possible consequences of Losses and decrease in Equity below legal limits

In the absence of timely decisions regarding the restoration of capital, any interested person may request the dissolution of the company.

Available for further clarification