Companies Facing New Tax Rules: What Entrepreneurs Need to Know About Share Capital, Bank Account and Declaring Inactivity

The new tax regulations are expected to significantly change the way entrepreneurs approach the procedures of company formation in Romania, whether we speak about an SRL incorporation, a PFA incorporation or, more broadly, any procedure to set up a company. The capital market in Romania offers growing opportunities for investors, and understanding its mechanisms is essential for those who want to start a business in Romania. Currently, legislation imposes clear and strict requirements regarding share capital, the obligation to increase capital according to turnover, as well as the permanent maintenance of a valid bank account, verified through the procedure of opening a bank account for the company. All these aspects are monitored by ANAF, the authority empowered to declare a company inactive in case of non-compliance and to condition the transfer of shares on the procedure of verifying debts through ANAF.

In this context, entrepreneurs can no longer regard the process to start a business in Romania as a simple administrative step, but rather as a complex strategy. The deposit of share capital with the bank and its registration at the trade registry, the opening and permanent maintenance of a bank account for all commercial transactions, as well as the fulfillment of the conditions for increasing share capital are mandatory and interdependent steps. Any omission or delay may lead to severe sanctions, including the declaration of inactivity by ANAF and the blocking of economic activity. Moreover, through the integration of electronic systems, ANAF permanently monitors the fiscal situation, and lack of compliance makes it impossible to either continue activity or proceed with starting up your own business or reorganizing through company formation in Romania.

The role of a specialized professional, such as a commercial lawyer, business lawyer, tax attorney, business attorney or corporate lawyer, thus becomes very important. From drafting and verifying documents required for the trade registry, to representing the Romanian company before ANAF for issues related to debt verification, correct legal support prevents an active company from becoming subject to inactivity. Many entrepreneurs choose to access the capital market to finance their projects when they set up a company or when they are starting up your own business in highly competitive sectors. Furthermore, legal consultancy assists with the proper structuring of the steps for company formation in Romania, whether to set up a company as SRL or PFA, ensuring compliance with all legal requirements and protecting entrepreneurs from severe consequences: loss of VAT code, inability to deduct expenses, and even permanent deregistration from the trade registry.

In this context, the Romanian Law Firm Pavel, Mărgărit & Associates can provide support in managing new requirements related to fiscal record registration, liability of the administrator, SRL administrator liability, as well as in procedures such as debt verification with ANAF, criminal fiscal record extracts or even in complex cases such as insolvency proceedings. The team offers complete consultancy for company formation in Romania, starting up your own business, whether to set up a company as SRL or PFA, and general start a business in Romania procedures, including opening a bank account for the Romanian company, protecting and maintaining compliant share capital, respecting the rules of capital increase, and safely conducting M&A commercial transactions within the capital market.

The obligation to open and maintain an active bank account for companies

One of the most significant legislative changes concerns the obligation to open and maintain a bank account for each Romanian company registered in Romania. The lack of a valid bank account blocks any attempt to set up a company or complete company formation in Romania at the trade registry, and this applies both to SRLs and PFAs. Without proof of an opened bank account and the initial deposit of share capital, the registration process cannot be finalized, exposing entrepreneurs to sanctions. Moreover, failure to permanently maintain an active bank account may result in the declaration of inactivity, with all related legal and fiscal consequences.

The procedure of opening a bank account requires presenting the constitutive documents and proof of share capital deposit. Only after this stage may the company continue the process of company formation in Romania and registration with the trade registry. Practically, the role of a business lawyer, corporate lawyer or commercial lawyer is essential, as they can check the constitutive acts, shareholders’ resolutions and prevent rejections from the authorities. Additionally, banks periodically transmit information to ANAF, which makes debt verification an unavoidable step for any Romanian company.

For entrepreneurs seeking to avoid the risk of inactivity, specialized legal consultancy plays a decisive role. A business attorney, a tax attorney or a lawyer for taxes can assist both in the phase to start a business in Romania and afterwards, to ensure that a bank account is used in compliance with fiscal rules and that legal obligations are fulfilled. Thus, the obligation to open and maintain a bank account is not just an administrative formality, but a substantive condition, designed to protect the capital market and ensure that each company carries out its business legally and transparently.

Capital increase depending on turnover – Rules and deadlines

The project will introduce firm rules regarding share capital increase, staged according to the turnover of the company. For SRL incorporation, the minimum share capital contribution will no longer remain fixed, but will vary progressively: from a threshold of 500 lei for microenterprises, up to 90,000 lei for large companies, depending on declared revenues. This share capital increase is not merely a formal obligation, but a legislative instrument meant to consolidate the financial stability of companies within the capital market. All payments for these contributions must be made via the bank account, and proof of share capital deposit is mandatory. Failure to comply may lead to the declaration of inactivity, resulting in loss of VAT code and inability to legally conduct business.

For each stage of capital increase, entrepreneurs must collaborate with a commercial lawyer, corporate lawyer, or business lawyer, competent to prepare addenda, amend the statutes, and submit documents to the trade registry. A simple procedure to start a business in Romania does not guarantee long-term success if continuous compliance with new legal requirements is not ensured. Moreover, ANAF electronically monitors these modifications, correlating fiscal data with banking information, so any delay or non-compliance may trigger inactivity and block even essential operations such as share transfer.

The consequences of failing to comply with capital increase requirements are extremely severe: from fines and fiscal interdictions to the judicial dissolution of the company. In such situations, a tax attorney or lawyer for taxes plays a decisive role, able to negotiate, contest or clarify the situation with the tax authority. Legal assistance provided by a business attorney or commercial lawyer ensures protection against the risk of inactivity. Therefore, both starting up your own business and maintaining it active in the current conditions can no longer be achieved without a solid legal and financial strategy adapted to ongoing legislative updates.

The relationship between bank account opening and share capital deposit

The deposit of share capital is inseparably linked to the existence of an opened bank account in the name of the company. The procedure of opening a bank account is not a simple formality, but a mandatory stage in any company formation in Romania or attempt to start a business in Romania. Banks require specific documents, such as constitutive acts, shareholder resolutions and preliminary approvals issued by the trade registry, to allow the creation of the bank account. Without this step, the contribution of share capital cannot be deposited, and registration of the company cannot be completed. This is why the involvement of a corporate lawyer, commercial lawyer, or business attorney is indispensable, to prepare and verify the necessary documentation and avoid procedural delays or rejections.

Without a valid bank account, neither capital increases nor the initial deposit of share capital can be carried out, which definitively blocks both SRL and PFA company formation in Romania. This interdependence between share capital, bank account and formalities imposed by the trade registry highlights the importance of a business lawyer, who can coordinate the entire process to set up a company from the very beginning. Furthermore, after the account is opened, banks automatically transmit information to ANAF, facilitating debt verification and strengthening fiscal transparency in the relationship between entrepreneurs and tax authorities.

The risks for companies that omit submitting documents for share capital increase or fail to maintain an active bank account are significant. Such a Romanian company risks being declared inactive, which results in inactivity, inability to deduct expenses, loss of VAT code and even deregistration from the trade registry. In such cases, legal support from a tax attorney, lawyer for taxes or business attorney becomes crucial to prevent severe sanctions and maintain the legal continuity of business activity.

Transfer of shares and notification to ANAF – Restrictions and guarantees for debtors

A central element of the package of tax measures is represented by strict restrictions applicable to share transfer. According to new regulations, transfer to new shareholders or third parties becomes possible only after ANAF debt verification. Without confirmation from the authority, the transaction cannot be registered with the trade registry, and the company cannot finalize company formation in Romania through a change of ownership. This prohibition aims to prevent abusive transfers of fiscal debts and limit practices of avoiding tax payment through formal shareholder changes.

Where the Romanian company has outstanding obligations, ANAF may condition approval of the transfer upon full debt payment or appropriate guarantees. This mechanism directly impacts procedures to start a business in Romania, since potential investors must ensure, from the bank account opening and share capital deposit stage, that there is no risk of subsequent blockage at transfer. Thus, the involvement of a lawyer for taxes, business attorney or commercial lawyer becomes indispensable to clarify the fiscal status of the company and prevent the risk of inactivity due to unpaid debts.

In practice, a corporate lawyer has complex tasks: drafting share transfer agreements, preparing supplementary documentation, liaising with the trade registry, and representing the company before ANAF. For entrepreneurs at the beginning, whether choosing SRL or PFA incorporation, these regulations impose rigorous fiscal and legal planning. In this context, share transfer is no longer a mere notarial formality, but a procedure dependent on debt verification and permanent support from a tax attorney or business attorney. So, to successfully start a business in Romania or set up a company, foreign investors it’s highly recommended to seek legal guidance from a business lawyer, a lawyer for taxes, and a commercial lawyer who can navigate corporate compliance and contract law.

Other causes of inactivity: Registered office, structure and declarative obligations

Besides the lack of a valid bank account or non-compliance with share capital increase obligations, Romanian companies may also be declared inactive for other reasons expressly provided by the Tax Procedure Code. These include: expiration of the registered office duration recorded at the trade registry, absence of statutory management bodies, or failure to fulfill declarative obligations with ANAF. Such inactivity generates immediate legal and fiscal consequences: blocking of all financial operations, loss of VAT code and inability to continue lawful economic activity.

For entrepreneurs in the process of starting up your own business, whether through SRL or PFA incorporation, it is essential to establish in the constitutive acts a valid registered office with sufficient duration, and to ensure compliance of all documents submitted to the trade registry. At this stage, the involvement of a corporate lawyer, commercial lawyer or business attorney is decisive, as they verify compliance with all formalities and prevent the risk of inactivity for purely formal reasons. Additionally, ANAF strictly supervises fulfillment of declarative obligations, and failure to meet deadlines may lead to severe sanctions and inclusion in the inactive taxpayers’ list.

In practice, a tax attorney, lawyer for taxes or business lawyer can intervene both in the company formation in Romania phase and later, to correct risk situations: updating the registered office, completing missing documentation, submitting tax declarations and representing the company before ANAF. Lack of such legal assistance may lead not only to inactivity, but also to the impossibility of future company formation in Romania through mergers, divisions or other forms of reorganization. Thus, preventing inactivity through specialized consultancy is an essential investment for safeguarding any business.

Consequences of inactivity: VAT code loss, inability to deduct expenses and risk of deregistration

The declaration of inactivity by ANAF produces immediate legal and fiscal effects, with major impact on business activity. The first effect is the loss of the VAT code, directly affecting all commercial contracts and operations. Secondly, contractual partners can no longer deduct expenses related to transactions carried out with an inactive company, discouraging collaboration and causing considerable financial losses. Thirdly, in the event of prolonged non-compliance, the company risks deregistration from the trade registry, which means definitive cessation of activity and loss of legal personality.

For entrepreneurs in the phase of starting up your own business, whether to set up a company as SRL or PFA, these consequences must be carefully analyzed from the bank account opening stage. Maintaining an adequate level of share capital, the existence of an active bank account, and compliance with capital increase stages are not mere formalities, but substantive conditions that protect against inactivity. Moreover, all documents submitted to the trade registry must be carefully checked by a business attorney or corporate lawyer, to prevent procedural errors leading to sanctions.

If a Romanian company is nevertheless declared inactive, professional intervention becomes vital. A lawyer for taxes, tax attorney, business lawyer or commercial lawyer can assist with submitting appeals, updating registry information, and performing debt verifications to regain active taxpayer status. However, reactivation remains a complex and uncertain process, which makes prevention the optimal solution. Proactive compliance with all obligations regarding share capital, bank account, capital increase and periodic reporting to ANAF represents the safest strategy to protect the capital market, the company’s interests, and to avoid sanctions that may culminate in definitive deregistration.

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Thus, the new tax rules regarding share capital, bank account opening, capital increase and ANAF sanctions in case of inactivity oblige entrepreneurs to adopt a far more responsible approach to starting up your own business and to the subsequent administration of the Romanian company. An inactive company not only loses fiscal and legal capacity, but also completely compromises its commercial credibility and risks blockage at the trade registry. In this context, collaboration with a business lawyer, corporate lawyer, commercial lawyer, business attorney, tax attorney or lawyer for taxes becomes essential for business protection.

Respecting capital increase deadlines, maintaining an active bank account and periodically verifying debts with ANAF are indispensable tools to prevent inactivity and sanctions. Thus, the success of a Romanian company depends not only on entrepreneurial vision, but also on legal compliance: a properly structured company formation in Romania, with permanent monitoring of share capital, bank account and obligations towards ANAF, forms the foundation for sustainable development and long-term protection of business interests within the capital market.

A Romanian company that lists shares on the capital market must comply with strict regulations, which is why consulting a corporate lawyer or a business lawyer can be decisive. When you start a business in Romania, it is vital to work with a tax attorney or a lawyer for taxes who understands local fiscal obligations to avoid future disputes. The capital market also plays a key role for those who are starting up your own business, providing both access to investors and a framework for sustainable growth. Thus, whether you are starting up your own business locally or seeking to start a business internationally, knowing how to set up a company properly will determine your long-term success.

Pavel, Margarit and Associates Law Firm is one of the top law firms in Romania, providing high-quality legal services. The firm’s clients include multinational and domestic companies of great magnitude. In 2025, the law firm’s success stories brought it international recognition from the most prestigious international guides and publications in the field. As a result, Pavel, Margarit and Associates Law Firm ranked 3rd in Romania in the Legal 500’s ranking of business law firms with the most relevant expertise. The law firm is internationally recognized by the IFLR 1000 Financial and Corporate 2025 guide. Additionally, Pavel, Margarit and Associates Law Firm is the only law firm in Romania recommended by the international director of Global Law Experts in London in the Dispute Resolution practice area. All relevant information about Pavel, Margarit and Associates Law Firm can be found on the website www.avocatpavel.com.