Law 239/2025 · free checker
Negative net assets and Law 239: can you still pay dividends?
If net assets are below half of the share capital, Law 239/2025 restricts dividends and loans to shareholders. Check yourself in 30 seconds.
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Net assets and Law 239, in short
- Net assets are the difference between what the company owns and what it owes, that is, the total equity in the annual financial statements (share capital, reserves, retained earnings, result for the year).
- The threshold in Law 239/2025: if net assets fall below half of the share capital, paying dividends becomes risky or forbidden, depending on the situation, until you comply.
- Loans to shareholders are also restricted, before the interim dividends are settled. The details are in the summary of Law 239/2025.
- How to find out: two figures from the annual financial statements and the checker below. Your accountant confirms the exact situation from the up-to-date trial balance.
Negative net assets in 2026: what you can no longer do
- Dividends. You have restrictions on dividends until you comply.
- Loans. Loans to shareholders are restricted, before the interim dividends are settled.
- Correcting it. The situation has to be brought back to normal; you set the ways and deadlines with your accountant.
Negative equity: where it comes from
Usually from losses accumulated in past years, which "ate" the share capital. Sometimes it appears only on paper, from old entries. Your accountant tells you what your case is and what you can do.
The threshold is compared with half of the share capital. It is not the same as the minimum share capital required for an SRL: you can find that in the summary of Law 239/2025.
Don't find out from an inspection.
With eConta you have a dedicated CECCAR accountant and a digital CFO: the net assets rule is checked month by month, and Your money, up to date tells you, before you pay dividends, how much you can take out of the company.
Questions about net assets
What are the net assets of a company?
The difference between everything the company owns (assets) and everything it owes (liabilities). In the annual financial statements it appears as total equity, and it can also be negative.
What happens if net assets are below half of the share capital?
Under Law 239/2025, paying dividends becomes risky or forbidden, depending on the situation, until you comply, and loans to shareholders are restricted, before the interim dividends are settled. The details, including the penalties, are in the article on Law 239/2025.
Negative net assets in 2026: can I still pay dividends?
You have restrictions on dividends until you comply: paying them becomes risky or forbidden, depending on the situation. After you bring net assets back above the threshold, see how much you can take out of the company and with what tax.
What does negative equity mean?
That the company owes more than it owns. It usually comes from losses accumulated in past years, which used up the share capital. Sometimes it also comes from old entries, which the accountant can correct.
How do I correct negative net assets?
It depends on the cause: profit in the following years, a share capital increase or other measures. You set the steps and deadlines with your accountant, on your company figures.