We hereby inform that in the Official Gazette no. 595 / 12.07.2018 Law no. 163/2018 for amending and supplementing the Accounting Law no. 82/1991, amending and supplementing the Companies Law no. 31/1990, as well as the amendment of the Law no. 1/2005 on the organization and functioning of the co-operation (hereinafter referred to as “Law no. 163/2018”), with effect from 15.07.2018.

Law no. 163/2018 amends and supplements the possibility of allocating the net profit achieved quarterly to shareholders / associates in the form of dividends, as compared to the previous provisions, according to which there was an obligation to carry out the distribution after approval of the annual financial statements.
We briefly outline the relevant issues regulated by Law no. 163/2018:

  • companies may opt for the quarterly distribution of dividends during the financial year, up to the limit of the quarterly net profit (plus any carried forward earnings and amounts withdrawn from the reserves available for that purpose, net of any carried forward losses and amounts deposited in reserves in accordance with the legal or statutory requirements) based on interim financial statements. Warning! – Interim financial statements must be approved by the general meeting of shareholders / associates and audited and / or checked by auditors if the company normally has to perform such procedures according to law or by option, as the case may be.
  • after approval of the annual financial statements, an adjustment to the amounts distributed during the financial year is made, so that the dividends distributed and paid in excess during the financial year must be reimbursed within 60 days from the date of approval of the annual financial statements. Warning! – although the refund obligation is at the level of the persons who have received dividends on a quarterly basis, there is also a duty at the level of the management of the company in the sense of having all the necessary measures to pursue the recovery of these amounts.
  • if the amounts are not refunded within the time limit, the associates / shareholders owe a penalty interest established either according to the regulations in this respect or to the articles of incorporation or to the decision of the general meeting of the shareholders approving the financial statements of the financial year ended, as the case may be in accordance with the regulations in force. Warning! – the penalty interest also applies to companies in the event of non-payment of the difference in dividends resulting from regularization within 60 days from the date of approval of the annual financial statements for the financial year ended.