Starting January 1, 2026, limited liability companies (SRLs) in Romania will operate under a new legal framework regarding share capital, following the adoption of Law Project No. 246/2025. The new rules aim to strengthen financial discipline, improve creditor protection and reduce the number of undercapitalized companies, according to an analysis by Dr. Radu Pavel, Managing Partner of Pavel, Mărgărit and Associates Romanian Law Firm.
For newly established companies, the minimum share capital will increase to RON 500, replacing the former symbolic threshold of RON 1. This requirement will apply to all SRLs registered after January 1, 2026.
Read also: Romania records the EU’s fourth-highest poverty rate, but Eurostat data shows encouraging progress
A second major change targets companies that exceed an annual net turnover of RON 400,000. Once this level is reached, the company will be required to increase its share capital to at least RON 5,000 within a maximum period of two years. Turnover monitoring will be carried out annually based on tax filings submitted to the Romanian tax authority. Failure to comply may lead to company dissolution, at the request of interested parties or the Trade Registry.
These legislative changes seek to correct the effects of the 2020 reform that reduced minimum capital to RON 1, which facilitated the creation of companies without real financial backing. Through higher thresholds, the law aims to introduce a minimum level of financial stability and stronger protection for business partners and creditors.
The capital increase procedure requires a shareholders’ resolution, amendments to the Articles of Association and registration with the Trade Registry. Capital may be increased through cash contributions, conversion of retained earnings or reserves, or by transforming receivables into shares.
“The new regulations on share capital increases require increased legal attention from entrepreneurs, which makes professional legal assistance essential to ensure full compliance,” stated Dr. Radu Pavel.
The new rules apply exclusively to commercial companies, especially SRLs, and do not affect sole traders (PFA).
Photo: freepik.com
