Romanian Companies Law Under the Influence of New Tax Reform Legislation

Article by Mihaela Ciocîrlea, Alexandru Pruteanu and Ecaterina Negru, Glodeanu & Partners

The real effects of the changes on corporate accountability, if any, remain to be seen, as the new share capital thresholds are still relatively low, and the share capital as such does not necessarily reflect a company’s financial soundness.

Context

The Romanian Parliament adopted last December Law no. 239/2025 on establishing measures for the recovery and efficiency of public resources and for the amendment and supplementation of certain normative acts (the “Law”).

The Law, which entered into force on 18 December 2025, amends numerous pieces of legislation, and was implemented at the initiative of the Romanian Government in its effort to mitigate the deficit in the gross domestic product (“GDP”), since in 2024 the deficit was 9.3% of the GDP, and for 2025 the deficit is expected to decrease to 8.4% of the GDP.¹

Several provisions of the Law were directed towards limited liability companies (“LLC”; or “SRL”, as abbreviated in Romanian), since often tax authorities had difficulties in recovering debts from this type of companies, and in an attempt to limit the set-up of fraudulent companies.

Below, we address the changes introduced with respect to the share capital requirements applicable to limited liability companies. Other amendments introduced by the Law are analyzed in separate articles, to ensure clarity and allow for a focused assessment of each legislative change.

Minimum share capital requirements for SRLs

The Law introduces a turnover-based regime for determining the minimum share capital of limited liability companies, by reference to the net turnover reflected in their most recently approved annual financial statements. As a result, the amended framework establishes a dynamic capitalization requirement, which adjusts in line with the company’s financial performance and gives rise to ongoing compliance obligations, rather than a one-off incorporation formality.

Under the new rules:

• SRLs with a net turnover of RON 400,000 (approximately EUR 80,000) or above are required to have a minimum share capital of RON 5,000 (approximately EUR 1,000); and

• newly incorporated SRLs are subject to a minimum share capital of RON 500 (approximately EUR 100).

Implementation terms

While the Law provides two separate implementation deadlines for the application of the RON 5,000 minimum share capital requirement, it does so without a clear distinction as to their respective scope of application. As a result, interpretative questions may arise in practice as to the deadline applicable to specific categories of SRLs, namely existing companies and those incorporated after the Law’s entry into force.

Based on a systematic reading of the relevant provisions, we consider the following interpretation to be reasonable:

• SRLs incorporated after the entry into force of the Law which exceed the net turnover threshold of RON 400,000, as evidenced by their approved annual financial statements, must increase their share capital to RON 5,000 no later than the end of the financial year following the year in which the threshold is exceeded; and

• SRLs already existing as of 18 December 2025, which exceeded the net turnover threshold of RON 400,000 or will further exceed it, must increase their share capital by amending their articles of association within a period of two years calculated from the Law’s entry into force.

Once triggered, the obligation to comply with the increased minimum share capital applies on a permanent basis and remains mandatory even if the company’s net turnover subsequently falls below the statutory threshold in later financial years.

Exceptions to this rule are expressly provided by the Law in the following situations:

• where the SRL is transformed into another type of company; and

• in the case of a share capital decrease carried out simultaneously with a share capital increase resulting in a share capital level compliant with the statutory minimum.

Consequences of exceeding the turnover threshold and not observing the new share capital requirements

Failure to comply with the new minimum share capital requirements entitles any interested party, as well as the Trade Registry, to request the dissolution of the company through court proceedings. Such deficiency may, however, be remedied before the court decision becomes final, thereby avoiding dissolution.

Conclusion

Through Law no. 239/2025, the Romanian legislator introduces material amendments to the legal regime governing limited liability companies, with the stated objective of strengthening their financial standing and improving the effectiveness of public debt recovery mechanisms.

The newly introduced turnover-based share capital requirements impose additional, ongoing compliance obligations, backed by significant legal consequences in case of non-observance, including the risk of court-ordered dissolution. In this context, SRLs should carefully monitor their financial performance and assess, in due time, whether corporate actions are required to ensure compliance with the amended framework.