Starting 1 January 2026, the legal framework governing Romanian limited liability companies (SRLs) will undergo significant changes as a result of the second fiscal measures package adopted by the Romanian legislature. The new rules aim to strengthen financial discipline, increase transparency, and limit the use of corporate structures lacking real economic substance.

These provisions will affect both newly incorporated companies and existing businesses, particularly those experiencing growth or involved in share transfer transactions.

The amendments are part of a legislative act focused on fiscal recovery and the efficient use of public resources, adopted by Parliament and submitted for promulgation. The law introduces substantial changes to Companies Law no. 31/1990 and the Fiscal Procedure Code, targeting:

• a revised share capital regime for SRLs;

• stricter oversight of share transfers that result in a change of control;

• an expanded list of situations leading to fiscal inactivity.

The new rules are scheduled to apply as of early 2026, following the completion of constitutional and promulgation procedures.

Under the previous legal framework, an SRL could be incorporated with a symbolic share capital of 1 leu, a solution that encouraged entrepreneurship but raised concerns regarding creditor protection and the lack of genuine financial substance.

As of 1 January 2026, this approach will be replaced by mandatory minimum capital requirements, tailored to the scale of the company’s economic activity.

For companies registered after the law enters into force, the minimum share capital will be 500 lei. This measure is intended to ensure a basic level of financial responsibility and to discourage purely nominal companies.

Companies generating an annual net turnover exceeding 400,000 lei will be required to increase their share capital to at least 5,000 lei.

• If the threshold is exceeded after 2026, compliance must be achieved by the end of the following financial year.

• Companies already above the threshold will benefit from a two-year transition period.

Failure to comply may result in judicial dissolution, although companies retain the right to remedy the situation until the dissolution decision becomes final.

Share capital becomes an active compliance tool, requiring companies to closely monitor their financial performance. Businesses approaching the 400,000 lei turnover threshold must plan ahead from both a legal and accounting perspective.

Increasing share capital involves:

• adopting a shareholders’ resolution;

• amending the articles of association;

• providing proof of contribution;

• registering the changes with the Trade Register.

Contributions are typically made in cash, although the capitalization of profits or reserves is also permitted, subject to legal conditions.

The reform introduces additional procedural requirements for share transfers that result in a change of control:

• Transfers must be notified to the tax authorities within 15 days;

• Updated corporate documents must be submitted;

• If the company has outstanding tax liabilities, registration of the transfer is conditional upon providing guarantees covering those debts.

Until fiscal compliance is confirmed, the Trade Register cannot complete the registration, and the transfer will not be enforceable against third parties, even if it is valid between the parties.

As of 2026, companies may be declared fiscally inactive if they:

• fail to maintain a Romanian bank account; or

• fail to submit annual financial statements within five months of the statutory deadline.

Fiscally inactive companies are listed in a public register and face significant restrictions, including limitations on VAT deduction and business operations.

Reactivation requires correcting the non-compliance, settling outstanding obligations, and resuming full statutory reporting.

The new regulations mark a shift toward increased financial responsibility and transparency. While incorporation costs will rise slightly, compliance obligations will become more stringent as companies grow or undergo ownership changes.

Companies are advised to:

• review capital structures and planned share transfers, particularly within corporate groups;

• ensure startups anticipate future capital increases as part of their growth strategy;

• assess whether projected turnover levels will trigger new legal obligations.

This article is part of a legal education and prevention campaign. We firmly believe that access to justice begins with access to information.

For any additional information, the specialized attorneys within our firm are at your disposal. You may contact us using the details provided below.

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