The Romanian Parliament passed Law no. 239/2025 on measures to recover and safeguard public resources and to amend a series of other laws, which entered into force as of 18 December 2025. Some of Law 239/2025’s provisions are mandatory upon entry into force, while others will become mandatory later.  Adopted as part of the “Package II” measures, the law amends several pieces of legislation, including the Companies Law.  Law 239/2025 seeks to strengthen financial discipline and protect corporate capitalisation by restricting dividend distributions and shareholder loan transactions for companies with negative net assets, while introducing severe sanctions and mandatory debt-to-equity conversion rules.  From a corporate law perspective, the main changes approved by Law 239/2025 refer to: 1.  New formalities for transfer of controlling stake in limited liability companies (SRLs) According to Law 239/2025, the transfer of a controlling stake in a limited liability company (SRL) is subject to the following conditions involving the Romanian tax authority (ANAF): →    Within 15 days as of the transfer date, the transferor, transferee, or the company must notify the ANAF of: →    the transfer instrument (e.g.

CMS has advised CCE on the sale of Horia Solar Invest Two S.R.L., a special purpose vehicle developing a landmark 269.227 MW (AC)/ 293.260 MWp solar project spanning more than 349 hectares in Arad County (Horia 2), to Renalfa Solarpro Group.  CCE is an integrated developer and operator of Solar PV and Storage projects across Europe and Chile, with a pipeline of over 7.2 GW under development and a proven track record in delivering large-scale renewable projects.  Renalfa Solarpro Group is a major player in the renewable energy sector, with a strong presence in Central and Eastern Europe.  The CMS team provided comprehensive legal assistance with respect to the transaction, including structuring, negotiating, and executing a complex SPA. The transaction is due to complete in Q1 2026 subject to fulfillment of the necessary conditions precedent, and the parties undertook to continue collaborating until the project reaches the commercial operation stage, subject to fulfilling the agreed milestones.  Rodica Manea, CMS Corporate and M&A Partner at CMS Romania, commented: “We are delighted to have supported CCE in this landmark transaction, which highlights the ongoing investor interest for the sector, including for several hundred megawatts projects. At CMS, we routinely advise on strategic M&A transactions in the renewable energy sector, and we are well-positioned to advise clients on energy deals of this nature.