A very important element to be taken into account by Italian entrepreneurs already present in Romania through a corporate vehicle or in the process of considering establishment in the country is the legal possibility established by Law 163 of 2018 to receive as shareholders the dividend in the form of an interim payment on the profit being formed already during the year.
Law 31 of 1991, as amended by the aforementioned Law 163, and Romanian accounting legislation, provide for a strict procedure to protect the integrity of the company’s assets. In particular, for the quarter/semester in which the profit was formed, an interim “balance sheet”, an inventory of assets and liabilities at the end of the interim period must be prepared. These documents subject to approval by the Shareholders’ Meeting and in which the distributable profit will be highlighted will then be filed, within 30 days from the date of the Shareholders’ Meeting for approval, with the Romanian Revenue Agency (ANAF). As a reminder, by the 25th of the month following the actual disbursement of the interim dividend, withholding tax must be declared and paid.
Romanian corporate law also stipulates that if during the administrative year, a greater dividend has been distributed than the distributable mis ure as defined in the approved Annual Financial Statement, the directors must take action for the repayment by the shareholders of the greater dividend received than the actual accrued and approved at the annual meeting. The repayment of the higher dividend must be made within 60 days from the date of the resolution approving the Annual Financial Statement, under criminal sanction for any violation of the rule.
The option granted by Romanian corporate legislation to be able to distribute to shareholders the profit being made through interim dividends solves many problems referring to the lack of liquidity that nags the working partners in their own company (sometimes in the dual capacity of la the working partners in their own company) in the start-up year and constitutes a great opportunity compared to competing European legislations.
