I have been creating companies since 2003 and until now the share capital did not change. So it is not a surprise to me that the Romanian government is discussing the share capital of  companies.

The discussions are already ongoing a couple of months but now it is quiet in the media. I think that the new law will pass end of the year and will be in place on 1 January 2026.

The government gets two benefits from this:

• The share capital is actualized
• They will have income again as all the companies nee to pay some taxes and some consultancy fees in order to change the share capital in the register of Romania.

The Romanian government is advancing a significant law project set to redefine the minimum share capital requirements for Limited Liability Companies (SRL), effective in 2026. This move directly targets the current symbolic minimum of 1 RON, aiming to bolster creditor protection and discourage the creation of "shell companies."

IT IS JUST A DRAFT NOW BUT SOMETHING WILL CHANGE IN 2026.

Key Capital Requirements

The legislation introduces a differentiated system based on a company's financial activity:

1. New Companies: Any new SRL registered after the law's entry into force will be required to establish a minimum share capital of 500 RON.
2. Existing Growing Companies: Existing SRLs whose net annual turnover exceeds 400,000 RON (approximately €80,000) will be obligated to increase their share capital to a minimum of 5,000 RON.

Deadlines and Compliance for Existing SRLs

The law provides a clear, but strict, transition for currently registered companies:

• Turnover Trigger: If an existing SRL exceeds the 400,000 RON threshold, the mandatory capital increase to 5,000 RON must be completed by the end of the financial year following the year in which the turnover limit was surpassed.
• General Compliance: All affected existing SRLs have up to two years from the law's effective date (expected around the end of 2027) to formally amend their Articles of Association and meet the new minimum requirements.

Important Note on Amendments

„It is critical for existing businesses to know that making any other amendment to the Articles of Association (such as changing CAEN codes, headquarters, or the administrator) during this transition period will immediately trigger the obligation to align the share capital to the new legal minimum, regardless of the two-year grace period.”

They are doing the same today for the actualization of the CAEN codes towards revision 3. You need to do this if you want to register something regardless of the grace period to update the CAEN codes that goes to July 2026.

Consequences of Non-Compliance

The draft law carries serious implications for failure to comply:

• Risk of Dissolution: If an SRL does not increase its capital within the stipulated timeframe, the National Trade Register Office (ONRC) or any interested creditor can initiate judicial dissolution proceedings against the company.
• Averted Dissolution: Companies can still rectify the situation and avoid final dissolution by bringing the share capital up to the required minimum before the court issues the final order.

The overall rationale is to ensure a company's share capital better reflects its size and scale of operations, moving Romania away from the low barriers to entry that critics say contribute to fiscal instability.

I will keep you posted on further developments and as always better to be ON TOP and to act accordingly then to find yourself with a company that is dissolved.