Fiscal Measures Package 2: Constitutional Court validates new provisions on tax increases from January 1, 2026 in Romania

Main changes in 2026: Higher taxes and fees, minimum share capital for companies, restrictions on the transfer of social shares, and the risk of company deregistration

The second package of fiscal-budgetary reforms, assumed by the Government and approved by both Parliament and the Constitutional Court of Romania (CCR), introduces significant amendments to the Fiscal Codes, as well as to legislation governing commercial company structures and insolvency. The bill, pending promulgation and publication in the Official Gazette before entering into force, provides for a drastic limitation of deductible expenses for multinational firms and an increase in taxes on certain investment income and cryptocurrency, together with higher local taxes on buildings and vehicles. At the same time, fiscal procedures are tightened, obliging company operators to hold a bank account and to accept card payments, while also increasing the minimum share capital requirements. A notable aspect concerns inactive entities, which, after one year of inactivity, face the risk of dissolution, while debt rescheduling procedures also become more restrictive. This article analyzes the impact of these changes on owners and entrepreneurs, providing a relevant legal framework for the provisions that will be applicable for the most part from 2026.

In addition, the new legislative package strengthens inspection procedures by requiring customs officers, the ANAF Anti-Fraud Directorate and the Labor Inspectorate to wear body cameras during inspections. A new fee of 25 RON is introduced for parcels arriving from outside the EU valued below 150 euros. Another important change is the substantial increase in fines for undeclared labor, now reaching 40,000 RON per identified worker, with a total cap of one million RON.

In this context of legislative adjustments, the The Romanian Law Firm Pavel Mărgărit and Associates provides specialized legal services in tax law, commercial law and insolvency, ensuring full legal assistance for compliance with the new provisions on taxes and duties. Consulting with a tax lawyer, a fiscal lawyer, a lawyer for taxes, a business tax attorney near me, a commercial lawyer, a corporate lawyer, or even a real estate attorney can address both ongoing fiscal obligations and strategic planning for economic activities, preventing risks associated with increased taxation or failure to comply with statutory obligations relevant to any Romanian company.

Tax Lawyer 2026 in Romania. Increased taxes for residential properties and vehicles starting January 1, 2026

The new fiscal measures introduce higher local taxes on buildings, land and vehicles, applicable from 2026. Under the legislative proposal, new calculation rules significantly increase the level of taxes owed while reducing the number of available exemptions. Among the most notable changes is the increase of the tax rate from 0.3% to 0.9% for buildings and vehicles considered high-value assets (the so-called luxury tax). This modification directly affects property owners and vehicle owners, impacting the real estate market and the cost of holding assets. The e-Property system, a centralized register containing data on immovable assets in Romania, is formally regulated to improve tax collection efficiency.

Besides the changes to local taxes, the fiscal package introduces new provisions affecting corporate income tax, independent income and investment income. For multinatio­nal corporations not subject to the minimum turnover tax (IMCA – those with annual turnover below 50 million euros), deductible expenses for intellectual property rights, management and consultancy are drastically limited. Regarding independent income, the law now includes income from providing accommodation services or renting out more than seven rooms located in personal dwellings, for which special rules on income tax calculation apply. Furthermore, the annual maximum base for computing the health contribution for independent income increases from 60 to 72 gross minimum wages.

Regarding investment income, the withholding tax applied to gains from the transfer of securities and derivative instruments executed through brokers increases from 1% to 3% for holdings sold after more than one year, and from 3% to 6% for holdings sold within one year. For similar transactions not executed through brokers, the tax rises from 10% to 16%, and the tax on gains from cryptocurrency operations increases from 10% to 16%, while maintaining the rule that gains below 200 RON per transaction are not taxed, provided total annual gains do not exceed 600 RON.

These complex legislative changes require a careful reassessment of one’s personal fiscal position and asset-holding structure. A tax lawyer, fiscal lawyer, lawyer for taxes or business tax attorney near me may provide specialized legal assistance, helping owners understand the impact of the new rules on local taxes and other duties, as well as offering support before ANAF and local authorities. Working with a real estate attorney and a corporate lawyer becomes essential in managing fiscal obligations and ensuring compliance under the new regulatory framework governing taxes and the real estate sector for any Romanian company planning to set up a company, conduct investments on the capital market, or maintain a compliant bank account.

Corporate Lawyer 2026 in Romania. Minimum share capital for company formation in 2026 and the obligation for legal entities to hold a bank account

A series of provisions introduce essential changes regarding the incorporation of commercial company structures and their operational conduct. One of the most significant changes concerns the minimum share capital requirement. Beginning in 2026, newly incorporated company entities will be required to have a minimum share capital of 500 RON, a substantial increase compared to the symbolic threshold of 1 leu introduced in 2020. For existing company structures with a net annual turnover exceeding 400,000 RON, the minimum share capital will increase to 5,000 RON, raising the threshold of minimum share capital for corporate compliance.

Additionally, all company entities are required to hold either a bank account in Romania or an account with the State Treasury. Failure to comply exposes the company to the risk of fiscal inactivity, classification as inactive by ANAF and even dissolution by operation of law. These measures aim to increase financial traceability and strengthen discipline among legal entities, particularly those seeking to start a business in Romania, engage in company formation in Romania, or otherwise set up a company.

In this evolving regulatory environment, entrepreneurs seeking starting up your own business, establishing SRLs, PFAs or other forms of Romanian company structures must ensure compliance with the new rules, including those concerning share capital, bank account requirements and registration with the trade registry. A commercial lawyer, business lawyer, corporate lawyer, or other specialist in company formation in Romania can provide legal guidance for capital increases, opening bank account structures, and ensuring proper registration with the trade registry, thus preventing fiscal inactivity and mitigating legal risks for any company intending to operate or prepare for potential business transfer transactions within the capital market.

Business Lawyer2026 in Romania. Restrictions on transferring social shares for companies with debts from January 1, 2026

The draft law introduces new rules with significant impact on transactions and the internal structure of commercial company entities, particularly regarding the transfer of shareholdings held by the controlling associate. The transfer becomes opposable to ANAF only if notified within 15 days, and where outstanding tax liabilities or other recoverable public debts exist, the company or the transferee must provide guarantees covering the full amount of the debt. Issuance of the certificate required for registration of the transfer at the trade registry depends on the fiscal authority’s approval of the guarantees. This measure aims to protect the interests of the state and to increase the likelihood of recovering fiscal claims in business transfer transactions, particularly in the context of those who intend to start a business in Romania or restructure an existing Romanian company.

At the same time, new and restrictive rules are introduced regarding loans to or from shareholders/associates or affiliated persons, as well as regarding the distribution of dividends and increases in share capital. The project also expands the obligation for merchants to accept card payments regardless of cash revenues, eliminating the previous threshold of 50,000 RON. To comply with the new provisions and avoid legal and fiscal complications, company operators must exercise prudence in shareholding transfers and in managing financial relations with associates or affiliated entities.

Furthermore, the conditions for granting classic payment rescheduling are tightened, requiring submission of a suretyship contract as a guarantee ensuring the state’s increased likelihood of recovering amounts owed. Maximum debt limits are also introduced for simplified rescheduling mechanisms (100,000 RON for individuals and 400,000 RON for company entities). Additionally, in the area of asset enforcement, the draft introduces the possibility of conducting online auctions through a dedicated electronic platform, thereby advancing the long-standing intention of authorities to digitalize enforcement procedures and enhance transparency.

These new mechanisms directly affect those preparing to set up a company, engage in company formation in Romania, or restructure a Romanian company operating in the capital market and needing to maintain a compliant bank account or ensure the continued avoidance of fiscal inactivity. Consulting a business lawyer, commercial lawyer, corporate lawyer, fiscal lawyer, tax lawyer, lawyer for taxes or a business tax attorney near me is essential for safeguarding interests in corporate governance, capital market transactions and business transfer negotiations.

Insolvency Lawyer 2026 in Romania. Risk of inactivity and dissolution of companies in 2026

The new legislative framework introduces far stricter rules on the operation of legal entities, emphasizing compliance obligations in fiscal and accounting matters. A company may be declared inactive by ANAF if it does not maintain a bank account or State Treasury account, or if it fails to file its annual financial statements within 5 months after the legal deadline. The regime becomes significantly more severe for entities that remain inactive for one year, as they will be dissolved by operation of law. This poses a major risk for company entities that fail to meet minimum obligations, particularly those seeking to start a business in Romania, set up a company, or ensure consistent compliance as part of broader company formation in Romania.

Moreover, for company entities already declared inactive, the law establishes short deadlines for reactivation (30 or 90 days depending on the prior duration of the inactive status), failing which dissolution follows upon referral by the fiscal authority or, for companies governed by Law No. 31/1990, through the specific procedure conducted by the trade registry. Publication of lists of entities to be dissolved in the electronic bulletin, as well as on ONRC and ANAF websites, marks a firm step toward a stricter legal regime intended to eliminate inactive companies from economic circulation and encourage responsibility regarding legal obligations, from maintaining a functioning bank account in Romania to respecting fiscal norms on taxes and duties. These rules have significant consequences for entrepreneurs who wish to maintain the legal viability of their company, operate within the capital market, or prepare a future business transfer.

“The new regulations on fiscal inactivity and dissolution must be treated with heightened attention and require rigorous compliance, as failure to fulfill even minimum obligations can have significant financial and legal consequences,” said Dr. Radu Pavel, Managing Partener of the Romanian law firm Pavel, Mărgărit and Associates.

In conclusion, the package of legislative amendments effective from 2026 brings substantial changes in fiscal and commercial law. From increased local taxes on housing and vehicles, to the obligation of holding a bank account and raising the minimum share capital for newly incorporated SRLs, to restrictions on share transfers and the heightened risk of a company being declared inactive, the business environment faces new challenges. In this context, the The Romanian Law Firm Pavel Mărgărit and Associates recommends consulting a commercial lawyer, business lawyer, corporate lawyer, tax lawyer, fiscal lawyer, or lawyer for taxes, who may provide specialized legal assistance regarding compliance with the new provisions, interactions with ANAF and the trade registry, and protection of your interests when you start a business in Romania, engage in company formation in Romania, prepare for business transfer, operate in the capital market, or maintain the ongoing legal integrity of your Romanian company while starting up your own business.

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.