Starting January 2026, Romania’s corporate landscape will undergo one of its most significant transformations in recent years. The government’s second fiscal reform package introduces stricter rules on share capital requirements, aiming to strengthen financial discipline and protect creditors. While these measures promise greater transparency, they also raise compliance challenges for entrepreneurs and SMEs.
What’s Changing?
Under the new law, newly incorporated companies will need a minimum share capital of 500 lei, replacing the symbolic 1 leu requirement that made SRL formation extremely accessible. For existing companies, the rules are even tougher: any business with an annual turnover exceeding 400,000 lei must increase its share capital to at least 5,000 lei. Failure to comply within the two-year transition period could lead to dissolution initiated by the Trade Registry.
These changes are part of a broader effort to curb “ghost companies” and ensure that firms with significant activity maintain a stronger equity base. The law also introduces stricter conditions for share transfers, requiring notification to the tax authority and guarantees if the company has outstanding debts. Additionally, restrictions on loans between affiliated parties and dividend distributions aim to prevent asset stripping and protect fiscal interests.
Why Does It Matter?
For startups, the 500 lei threshold is manageable, but for small businesses operating on thin margins, the jump to 5,000 lei could strain liquidity. Entrepreneurs will need to plan ahead, as any amendment to the Articles of Association—such as changing CAEN codes or headquarters—will trigger the obligation to align with the new capital requirements immediately.
Critics argue that these measures contradict EU and national policies promoting entrepreneurship, creating barriers for micro-enterprises. Supporters, however, see them as necessary to enhance corporate credibility and reduce fiscal evasion.
What Should Businesses Do?
- Assess compliance early: Identify if your turnover exceeds the 400,000 lei threshold and budget for the capital increase.
- Update governance documents: Plan amendments strategically to avoid unexpected compliance triggers.
- Seek expert advice: Legal and fiscal consultants can help navigate registration procedures, optimize tax implications, and avoid penalties.
2026 will be a year of structural change. Companies that act proactively—by adjusting share capital and understanding new obligations—will not only avoid sanctions but also position themselves for sustainable growth in a more regulated environment.
