Minimum Share Capital

One of the impactful changes concerns the share capital regime of limited liability companies (“SRL”). Currently, an SRL can be established with a minimum share capital of 1 leu. The draft law sets a minimum threshold of 500 lei for all newly established companies. For existing companies, the obligation to increase the share capital arises only when, in the previous financial year, the net turnover exceeds 400,000 lei. In such a case, the share capital must be raised to at least 5,000 lei, with a compliance deadline at the end of the following financial year. For companies already above this threshold at the law’s effective date, the draft law provides a transitional period of up to two years to complete the increase.

Failure to comply with this obligation risks the dissolution of the company, at the request of any interested party or the National Trade Register Office (“ONRC”). However, the company may complete the share capital until the dissolution decision becomes final, thus avoiding deregistration.

For newly established companies (from 2026):

• Minimum 500 lei for SRLs with an annual turnover below 400,000 lei.
• Minimum 5,000 lei for newly established companies exceeding the 400,000 lei turnover threshold, up to a turnover of 7,000,000 lei.

For existing companies (in operation):

• Companies must increase their share capital to the legal minimum corresponding to their turnover (500 lei or 5,000 lei) at the first amendment of the constitutive act, but no later than 2 years from the law’s effective date (January 1, 2026).
• If not compliant, any interested party or ONRC may request the company’s dissolution.

Key measures:

• A correlation between share capital and company revenues is imposed.
• A 2-year compliance deadline is introduced for existing SRLs.
• Risk of dissolution if new requirements are not met, but the procedure can be stopped if the company increases its capital before the decision becomes final.

Increasing Share Capital, Amending the Constitutive Act, and Procedures at ANAF and the Trade Register

The process of increasing share capital is regulated by Company Law no. 31/1990 and is done by submitting a notification file to the Trade Register. The first important step is the decision to increase capital by the General Meeting of Associates (AGA) or shareholders, which must be recorded in a resolution. This resolution sets the new share capital value, the methods of increasing capital, and a deadline for capital deposit. Subsequently, the necessary documents are prepared, including the updated Constitutive Act and proof of capital deposit at the bank.

Regarding methods of increasing share capital, the company law allows several ways, the most common being an increase by cash contribution. Other methods include converting reserves (except legal reserves) or net profit into share capital, as well as converting liquid and enforceable receivables against the company into shares. Regardless of the method chosen, strict compliance with the capital deposit deadline set by the AGA resolution is essential. After deposit and document preparation, the file is submitted to the Trade Register to register the changes, ensuring legal compliance and avoiding sanctions.

Transfer of Social Shares and ANAF Involvement

Another regulated aspect concerns the transfer of social shares within an SRL when this operation results in control transfer as defined by the Fiscal Procedure Code. While currently the procedure mainly takes place at the Trade Register level, the new regulation introduces additional notification obligations and registration conditions.

Thus, the transfer must be notified to the National Agency for Fiscal Administration (“ANAF”) within 15 days from the transfer date by the transferor, transferee, or company, by submitting the transfer deed and updated constitutive act. If the company has outstanding tax liabilities or other budgetary claims registered for enforcement, the transferee or company must provide guarantees to ANAF corresponding to the outstanding amount indicated in the fiscal attestation certificate. For such companies, the Trade Register cannot register the transfer until it receives proof of ANAF’s approval of the guarantees. If payments are not settled within 60 days after registration, the guarantees are executed.

This procedure does not prevent the parties from concluding the transfer contract and transferring shares but blocks registration at the Trade Register and, consequently, the enforceability of the transfer against third parties until the fiscal situation and guarantees are clarified.

New Cases of Fiscal Inactivity

The draft law also amends the fiscal inactivity regime by introducing two new cases. Besides those already provided in the Fiscal Procedure Code, a company may be declared inactive if it does not have a payment account in Romania or an account opened at a State Treasury unit, or if it fails to submit annual financial statements within five months of the legal deadline.

Declaration of inactivity for companies in these situations will start from January 1, 2026, with immediate fiscal consequences, and the company will be listed as inactive by ANAF.

To be reactivated, the company must:

• Remedy the cause of inactivity (have a payment account in Romania or Treasury or submit annual financial statements),
• Fulfill all declarative obligations required by law,
• Have no outstanding tax liabilities,
• Not be in any other situation leading to inactivity.

Inactive Companies

The new legislative framework introduces much stricter rules regarding the operation of legal entities, emphasizing fiscal and accounting compliance obligations. A company can be declared inactive by ANAF if it lacks a bank or Treasury account or fails to submit annual financial statements within five months of the legal deadline. The regime becomes much stricter for entities inactive for one year, which will be dissolved by law.

Expenses for Services Provided by Affiliated Companies Abroad, such as Consulting or Intellectual Property Services

Expenses for services provided by affiliated companies outside Romania, such as consulting or intellectual property services, will have a deductibility ceiling of 1%. This measure aims to limit artificial profit shifting and reduce aggressive tax optimization.

Undeclared Work

The sanction regime for undeclared work will be significantly tightened. Currently, the fine is 20,000 lei per person identified without a contract; the new legislation provides fines ranging from 40,000 lei up to one million lei.

Dividend Tax

Another major impact for entrepreneurs is the increase in dividend tax. After being reduced to 5% in 2016 to stimulate SME development, it gradually increased: 8% in 2023, 10% in 2025, and from 2026 it will reach 16%.

Local Taxes Increase

The fiscal package increases local taxes on housing:

• For homes with utilities: taxable value increases from 1,492 lei/sqm to 2,677 lei/sqm.
• For homes without utilities: from 894 lei/sqm to 1,606 lei/sqm.
• For residential buildings valued over 2.5 million lei, an additional tax of 0.9% applies on the amount exceeding this threshold.
• Land values will be adjusted according to their destination (except for monasteries, schools, social buildings).
• All evaluations will be done through a national automated IT system.

SOME INTERESTING LINKS:

My Vlog on Romania Website on investment in Romania

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