Romanian Company Capital Increase: Streamlined Processes 2025
Romanian Company Capital Increase: Streamlined Processes 2025
Recent draft reforms on Romanian company capital increase 2025 have reshaped foundational requirements for Romanian companies, requiring both entrepreneurs and established firms to act quickly to stay compliant and maintain operational continuity.
Recent proposed changes in corporate legislation will require soon a minimum financial commitment, times higher than before, significantly impacting how companies, especially limited liability companies, operate.
Proposed changes are still in draft form and have not been enacted.
The current minimum capital requirement is 1 RON, and the proposal would increase it to variable amounts (500-90,000 RON).
The draft of law links financial obligations to company size, establishing specific compliance tiers across industries.
These changes will come with tight deadlines, enhanced reporting for banking activities, and stricter registry submissions.
Non-compliance could lead to severe penalties like operational suspension or dissolution.
Seeking professional advice is important, particularly for Romanian company formation or making structural adjustments.
Key Takeaways
- Romania’s draft of corporate laws will enforce significantly higher minimum financial commitments,
- Three-tier compliance system will align obligations with business size and revenue,
- Mandatory banking protocols will affect entity registration and reporting,
- Legal expertise ensures adherence to strict deadlines and documentation requirements,
- Non-compliance may result in operational restrictions or business dissolution.
Navigating Romanian Corporate Regulations
The recent legislative draft introduces structured financial benchmarks for commercial entities.
These changes will create clear financial parameters tied to operational scale, ensuring alignment between resources and business activities.
Updated Financial Benchmarks for Businesses
The revised draft establishes three financial tiers based on annual revenue.
Microenterprises with earnings below 395,000 RON must maintain 500 RON in reserves.
Mid-sized organizations generating up to 7 million RON require 5,000 RON.
Larger enterprises surpassing this threshold need 90,000 RON in available funds.
| Business Size | Revenue Range | Financial Reserve |
|---|---|---|
| Micro | Under 395k RON | 500 RON |
| Medium | 395k – 7M RON | 5,000 RON |
| Large | Over 7M RON | 90,000 RON |
Banking Compliance Essentials
Under recent reforms in Romanian company law, newly incorporated businesses will be required to open and maintain a bank account within 30 days of registration, with banks permitted to refuse only on grounds related to anti-money laundering compliance under Law 129/2019.
Companies that fail to comply risk being declared fiscally inactive by ANAF, a status that suspends tax rights and may trigger fines of up to RON 10,000 for related non-compliance.
In parallel, the draft law increases the minimum share capital for limited liability companies (SRL) in Romania to RON 8,000, obliging existing SRLs to align either at the first amendment of their articles of association or within two years of the law’s entry into force.
Legal specialists recommend that entrepreneurs and investors prepare early to ensure smooth company formation, compliance, and business continuity in Romania.
Step-by-Step: capital increase procedures Romanian Company
Strategic documentation preparation forms the foundation of successful compliance.
Organizations must balance legal precision with operational agility when modifying foundational documents to meet revised standards.
Drafting Constitutive Acts and Submissions
Modifying Articles of association requires shareholder approval through formal resolutions.
Romanian lawyers must draft updated Articles reflecting adjusted financial commitments while maintaining alignment with existing operational parameters.
Completed documentation packages must include shareholder agreements and bank deposit confirmations.
The trade register mandates electronic submission of these materials within 15 days of approval.
Common errors in draft versions often delay processing timelines.
Timelines and Compliance Deadlines
Compliance timelines under the proposed Romanian company law reforms focus on SRL share capital increases and related corporate compliance filings.
All limited liability companies (SRL) will be required to raise their minimum share capital to RON 8,000, either at the first amendment of their articles of association or within two years of the law’s entry into force.
Once approved, the shareholder resolution must be registered with the Romanian Trade Register within 15 days, with late submissions leading to administrative penalties.
Although no official deadlines apply to POS installation or payment infrastructure upgrades, businesses should align their banking arrangements and capital adjustments early to avoid being declared fiscally inactive by ANAF and facing operational delays.
Engaging professional legal and accounting services in Romania is strongly recommended to ensure smooth compliance and safeguard business continuity.
Professional guidance helps navigate overlapping requirements efficiently.
Managing Compliance and Fiscal Transparency for Business Success
Effective governance in Romania’s business environment requires close monitoring of regulatory updates and proactive adjustment to new fiscal rules.
The latest company law and tax reforms introduce obligations that connect corporate governance, banking compliance, and shareholder transactions, making coordinated management essential for business stability.
Mitigating Risks and Avoiding Administrative Blockages
Under the draft reforms, share transfers involving controlling shareholders must be reported to the tax authorities within 15 days.
Where companies have outstanding debts to the state, the Romanian Trade Register may require financial guarantees from the company or incoming shareholders before registering the transfer.
At the same time, failure to maintain an active bank account or to meet the new minimum capital thresholds for SRLs may result in a declaration of fiscal inactivity by ANAF.
Companies declared inactive face serious tax consequences: they must continue paying taxes but lose the right to deduct expenses and face restrictions on VAT claims.
To prevent these risks, businesses should adopt three practical safeguards:
Regular audits of banking documentation and shareholder records
Immediate updates to Trade Register filings following ownership changes
Preemptive resolution of outstanding state debts before major corporate transactions
Specialized legal and accounting advisors in Romania provide real-time monitoring, representation during ANAF audits, and strategic planning to maintain compliance.
Prompt action is also critical when receiving notices from fiscal authorities: while deadlines vary by procedure, some ANAF processes grant only 30 days to submit corrective documentation, and missed deadlines may trigger enforcement measures such as account freezes or asset seizures.
Conclusion
Navigating Romania’s revised corporate framework demands strategic adaptation.
Limited liability companies in Romania face permanent operational changes rather than temporary fixes.
Successful adaptation requires proactive planning with legal specialists.
Organizations prioritizing these measures secure long-term viability in Romania’s transformed business environment.
Romanian legal expertise remains critical for interpreting evolving requirements while safeguarding growth opportunities.
FAQ – Romanian Company Law and Compliance (2025)
What is the minimum share capital for a limited liability company (SRL) in Romania?
Under the draft reforms to Law 31/1990, the minimum share capital for an SRL will increase from 1 RON to 8,000 RON.
Existing companies must align either at the first amendment of their articles of association or within two years of the law’s entry into force.
Certain regulated industries (e.g. banking, insurance) still require much higher thresholds under sector-specific rules.
How long does it take to open a bank account for a capital increase?
Romanian banks usually process share capital deposit accounts within 3–5 business days, provided that the company submits incorporation documents, shareholder identification, and complies with anti-money laundering (AML) checks under Law 129/2019.
What penalties apply for missing compliance deadlines during share transfers?
Failure to submit share transfer documentation to the Trade Register or ANAF within 15 days may result in fines of up to 5,000 RON.
Persistent non-compliance can also expose companies to fiscal inactivity status, which restricts VAT deductions and expense claims, though dissolution is not an automatic sanction.
Do constitutive acts and amendments require notarization?
Notarization is no longer mandatory for standard SRL incorporation or simple amendments since the 2020 simplification of Romanian company law.
However, notarization may still be required in special cases, such as share transfers involving real estate contributions or when parties choose additional contractual safeguards.
What tax obligations follow a capital increase?
Companies must notify ANAF and the Trade Register of any capital increase within 15 days.
While capital injections themselves are not subject to taxation, incomplete or incorrect documentation may trigger tax audits or reclassification of funds.
Can foreign shareholders participate in increasing share capital?
Yes. Foreign investors may contribute capital under the same conditions as Romanian nationals.
For cross-border transfers, companies must comply with AML documentation requirements, and transactions above €10,000 are subject to reporting obligations under Law 129/2019.