Organul fiscal central ca actor societar. Între protecţia creanţei bugetare, ingerinţa în circuitul societar şi limitele competenţei administrative-fiscale
The central tax authority as a corporate actor. Between the protection of the budgetary claim, the interference in corporate activity and the limits of administrative-tax power

Summary/Abstract: The amendments brought to Romanian Company Law no. 31/1990 by Law no. 239/2025, as further supplemented by Government Emergency Ordinance no. 13/2026, have resulted in an expansion of the central tax authority's role in corporate law matters. Accordingly, this analysis focuses on two areas in which that expansion becomes visible: the enforceability of transfers of shares in limited liability companies vis-a-vis the tax authority, and the regime applicable to companies whose net assets fall below half of their subscribed share capital. The article argues that the protection of budgetary claims is a legitimate objective, but it cannot justify turning the tax authority into a general supervisor of share transfers, internal financing and equity policy. It discusses the effects of fiscal non-opposability, the overlap between the new guarantee mechanism, joint tax liability and insolvency liability, as well as the restrictions on dividends, loans and the mandatory conversion of shareholder claims into share capital. Finally, it highlights the risk of excessive fiscalization of company law and of subsequent use of the information collected through these mechanisms in transfer pricing matters.

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