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Category: Corporate Commercial and M&A

businesses risk of inactivity

Articles, Banking and Capital Markets, Corporate Commercial and M&A, Tax Law

Fiscal Package 2: How to Avoid Tax Inactivity in Romania through Proper Declaration of the Fiscal Domicile

Thousands of Companies in Romania Declared Inactive at the “Ghost Nest” in Romania – What Entrepreneurs Must Know in 2025 In the current Romanian company landscape, which is continuously evolving both fiscally and commercially, businesses face the risk of inactivity. Entrepreneurs must carefully manage their registered office, maintain a proper headquarter office, and ensure the […]

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By : Dec 9, 2025 Comments Off

closing a compan

Articles, Corporate Commercial and M&A, Insolvency, Restructuring and Bankruptcy

How to close a company in Romania in 2025: Dissolution, liquidation and deregistration

In Romania, the procedure for closing a company is strictly regulated by Law no. 31/1990 on commercial companies, as republished, and it involves three fundamental stages: company dissolution, liquidation of a company, and finally, the deregistration of a company from the Trade Register. These stages mark the transition from the mere decision to cease activity […]

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By : Dec 9, 2025 Comments Off

Company Is Declared Inactive

Articles, Banking and Capital Markets, Corporate Commercial and M&A, Tax Law

Fiscal Package 2: ANAF Declares Companies Inactive in Romania – Consequences and Statistics

What Entrepreneurs Lose When Their Company Is Declared Inactive in Romania by ANAF: New Obligations and Major Risks in 2025 The adoption of Fiscal Package 2 brings major changes for entrepreneurs in Romania, who must pay careful attention to all aspects related to start a business in Romania, set up a company, or start a […]

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By : Dec 9, 2025 Comments Off

company formation in Romania

Articles, Banking and Capital Markets, Corporate Commercial and M&A

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 […]

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By : Dec 9, 2025 Comments Off

company decapitalization in Romania

Articles, Banking and Capital Markets, Corporate Commercial and M&A, Tax Law

Fiscal package 2: Extended liability for company administrators in Romania

The new liability limits for directors and shareholders in Romania – What risks arise in 2025 Fiscal Package 2 aims to reduce the phenomenon of company decapitalization in Romania and to further hold administrators accountable. Stricter liability is introduced for situations in which the company grants loans or distributes interim dividends without proper regularization. In […]

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By : Dec 9, 2025 Comments Off

extension of the tax record

Articles, Banking and Capital Markets, Corporate Commercial and M&A, Tax Law

Package 2 Fiscal Measures in Romania: Extended Tax Record for Romanian companies and their administrators

Newly established companies in Romania and existing companies in Romania: New rules for tax record registration and administrator liability One of the major changes introduced by Fiscal Package 2 is the extension of the tax record for legal entities and natural persons. According to Government Ordinance no. 39/2015, this fiscal record now includes several categories […]

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By : Dec 9, 2025 Comments Off

transfer of share capital

Articles, Banking and Capital Markets, Corporate Commercial and M&A, Tax Law

Package 2 Fiscal Measures in Romania: Restrictions on Share Transfer for Romania Companies with Debts

Liability of Administrators in Romania and Limitations on Share Transfer in Romania Companies with Fiscal Obligations Currently, the transfer of share capital held by a shareholder controlling a Romanian company (SRL) can be carried out regardless of whether the company has outstanding tax obligations to the state budget. Shareholders may sell or transfer shares without […]

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By : Dec 9, 2025 Comments Off

inactivity for a romanian company

Articles, Banking and Capital Markets, Corporate Commercial and M&A, Tax Law

Fiscal measures package 2: New cases when companies can be declared inactive in Romania

Major risks for companies: Lack of a bank account or failure to increase share capital lead to tax inactivity in Romania Fiscal Measures Package 2 has introduced new situations in which a company can be declared inactivity. According to the Fiscal Procedure Code and the adopted amendments, the lack of an active bank account, failure […]

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By : Dec 9, 2025 Comments Off

progressive increase of share capital

Corporate Commercial and M&A, Tax Law

Obligation for companies in Romania: share capital increase in 3 stages and the risk of tax inactivity declaration in Romania

Corporate lawyer in Romania: new capitalization rules and tax inactivity conditions under the Second Package of Measures in Romania Recent legislative amendments bring major changes for any active commercial entity and those in the process of establishing an LLC (limited liability company) in Romania. Key modifications include the progressive increase of share capital, the mandatory […]

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By : Dec 9, 2025 Comments Off

company formation in Romania

Articles, Consultancy, Corporate Commercial and M&A

How to set up a company in 2025: A Step‑by‑Step Guide for Entrepreneurs

The process of company formation in Romania represents the essential first step for any entrepreneur who wishes to start a business in Romania. Choosing the correct form to set up a company in Romania, whether to set up a company as an LLC or as a ANP, plays a key role in determining administrative management, […]

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By : Dec 9, 2025 Comments Off