New SRL Rules in Romania from 2026: Capital and Compliance

Romania’s second fiscal measures package introduces significant changes to SRL regulation, effective 1 January 2026. These amendments reshape the capital regime, tighten control transfers, and expand fiscal inactivity triggers. Both newly incorporated companies and growing businesses must plan early to ensure compliance.

Legislative context behind the 2026 SRL reforms

The changes stem from a law on fiscal recovery and the efficient use of public resources, adopted as part of Romania’s second fiscal measures package and transmitted for promulgation after parliamentary approval. The law amends the Companies Law (Law no. 31/1990) and the Fiscal Procedure Code, introducing new rules on share capital thresholds for SRLs, conditions for registering control-changing share transfers, and additional cases of fiscal inactivity. The provisions are scheduled to apply from 1 January 2026, following completion of the constitutional and promulgation process.

How did the SRL capital regime work before?

Previously, SRLs could start with a symbolic capital of 1 leu. While this encouraged entrepreneurship, it raised concerns about creditor protection and financial substance. Companies had no obligation to adjust capital based on turnover or performance.

What changes from 1 January 2026?

The new rules introduce two mandatory capital thresholds.

For newly incorporated SRLs, the minimum capital rises to 500 lei. This applies to all incorporations after the law takes effect. The goal is to provide a basic financial buffer and prevent purely nominal companies.

For existing SRLs, if net turnover exceeds 400,000 lei in a financial year, the company must raise its capital to at least 5,000 lei. Companies exceeding the threshold after 2026 have to comply by the end of the following financial year. Those already above the threshold benefit from a transitional period of two years.

Failure to meet these obligations exposes the company to judicial dissolution.

However, they can still meet requirements until the dissolution decision becomes final.

What does this mean in practice for growing companies?

Share capital now acts as an active compliance measure. Companies near the turnover threshold must monitor financial results and plan for capital increases.

Increasing capital requires a shareholders’ resolution, an updated articles of association, proof of contribution, and registration with the Trade Register. Cash contributions remain the most common method. Companies may also convert distributable reserves or profit into capital, provided the law allows.

How are share transfers affected?

The reforms also change the process for share transfers that alter control.

Transfers must be notified to the tax authorities within 15 days, along with updated constitutional documents. If a company has outstanding tax debts, the transfer cannot register until guarantees covering the debts are submitted. Until the tax authorities confirm, the Trade Register cannot complete registration, and the transfer remains unenforceable against third parties.

The parties can still conclude the contract, but it will only have external legal effect after fiscal compliance is confirmed.

What new situations lead to fiscal inactivity?

From 2026, two additional triggers can mark a company as fiscally inactive, with immediate consequences.

A company becomes inactive if it does not maintain a Romanian payment account or fails to file annual financial statements within five months of the deadline. Inactive companies appear on the public list of inactive taxpayers, facing limits on VAT deductions and operations.

To reactivate, companies must correct the issue, settle obligations, and resume full reporting.

How should companies prepare now?

The reforms push SRLs toward financial discipline and transparency. Incorporation costs rise slightly, but compliance demands increase as companies grow or transfer ownership.

Groups with Romanian entities should review capital structures, shareholding plans, and reporting processes before 2026. Startups must plan for future capital increases. Established companies should check if their upcoming turnover triggers mandatory actions.

What’s next?

Managing SRL compliance in Romania requires structured planning and full legal awareness as the 2026 reforms approach. For more insights into company law changes across Europe, explore our article A New Chapter in Corporate Governance: Sweden’s Digital Meeting Revolution is the Triumph You Need.

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