Major Legal Changes for Romanian Companies: Share Transfer Rules, Higher Minimum Capital for LLC, and New Dissolution Procedure for inactive companies

Law no. 239/2025 is imposing significant changes to Romanian company law and businesses operating in Romania should be aware of its impact on share transfers, minimum share capital for LLCs, and on the treatment of inactive companies.

These reforms are designed to strengthen tax compliance, increase transparency, and ensure a healthier corporate environment. Below is a practical overview for business owners, investors, and legal professionals.

New Share Transfer Rules

A key change affects share transfers in Romanian limited liability companies (LLCs/SRLs). Thus, a transfer ofcapital shares will only be binding on the tax authority when the following conditions are met:

• The transfer must be notified to the tax authority within 15 days, including the updated articles of association showing the new shareholder structure of the LLC.

• If the LLC has outstanding tax liabilities or enforceable budgetary debts, the buyer or the LLC must provide financial guarantees covering the debt.

• Proof of the tax authority’s approval of these guarantees must be submitted to the Trade Registry when registering the transfer.

• The tax clearance certificate should be submitted with the Trade Registry and may now also be requested by the seller or buyer, not just the representatives of the LLC.

If the debts listed in the tax certificate are not paid within 60 days, the guarantees will be executed by the tax authority.These measures promote tax transparency during share transfers in Romania and reduce the risk of companies changing ownership to avoid liabilities.

Minimum Share Capital for SRLs Now Linked to Turnover

Another major reform impacts the minimum share capital of Romanian LLCs.

Thus, newly incorporated LLCs must have a minimum share capital of LEI 500 (approx. EUR 100).

However, if a LLC reports a net turnover above LEI 400,000, the minimum share capital must be at least 5,000 lei.

When such turnover increases above the threshold, the share capital must be adjusted by the end of the next financial year. Even if the turnover later decreases, the higher capital requirement remains in place.

Existing LLCs must update their share capital within two years from the date the law enters into force. Companies that perform the adjustment by 31 December 2026 benefit from a 50% reduction in the Official Gazette publication fee, provided the amendment relates only to capital increase.

Failure to comply may result in court-ordered dissolution, making this a priority compliance action for Romanian businesses.

These changes improve the financial stability and credibility of Romanian SRLs, especially those with higher turnover.

Stricter Rules for Inactive Companies and Dissolution in Romania

From 1 January 2026, the rules related to inactive taxpayers and dissolution of companies in Romania will become stricter and more systematic.

Inactive companies with no tax debts or criminal investigations may be dissolved automatically if they fail to reactivate within:

• 30 days, if inactive for more than 3 years

• 90 days, if inactive between 1–3 years

Companies with tax debts may also face dissolution proceedings initiated by the tax authority.

For companies governed by Law 31/1990, the Trade Registry (ONRC) will publish lists of companies eligible for dissolution and may proceed with dissolution and deregistration, particularly where no liquidator is appointed.

Where debts exist, a licensed insolvency practitioner will be appointed as liquidator, under simplified and time-limited procedures.

There will also be enhanced digital cooperation between the National Agency for Fiscal Administration (ANAF) and the National Trade Registry Office (ONRC), improving data accuracy and enforcement.

These rules encourage reactivation of dormant companies or their orderly exit from the market, helping clean up inactive corporate structures.

These reforms strengthen corporate governance and tax compliance in Romania, while improving transparency for investors and authorities. Businesses that act early and adapt will avoid penalties and benefit from smoother regulatory interactions.