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 business in Romania as a Romanian company, whether it involves registered office requirements, share capital, or compliance with fiscal law. Failure to follow these rules may transform any company into an inactive entity, with severe fiscal and legal consequences.
Adhering to obligations regarding share capital, bank account operations, tax declarations, and financial statements filed with the trade registry is essential to ensure the continuity of the Romanian company’s activities. Official statistics indicate that in 2023 alone, over 280,000 romanian companies were declared inactive by ANAF, and in the first months of 2024, there was already a 12% increase compared to the previous year.
These figures highlight the real risk faced by entrepreneurs who fail to comply with current fiscal law. The involvement of a tax lawyer, tax attorney, lawyer for taxes, or commercial lawyer can prevent inactivity and ensure compliance with the new legislation.
Causes of Company Inactivity in Romania: Expired Registered Office in Romania, Failure to Submit Tax Declarations in Romania, or ANAF Finding No Activity of the company in Romania at the Declared Fiscal Address
One of the main reasons a Romanian company is declared inactive is an expired registered office. The law allows a registered office to be established, including through a registered office managed by a commercial lawyer, providing security that the company does not lose the validity of its address. In the case of set up a company with a hosted registered office, legal advice is essential to avoid administrative and fiscal blockages.
Another cause is the failure to submit tax declarations within five months. If these declarations are not sent to ANAF, the company is automatically listed as inactive.
Additionally, if the fiscal authority finds that the Romanian company does not operate at the declared fiscal address, the company is classified as a so-called “phantom company,” creating major legal and financial problems. It is the legal obligation of the company to operate at the declared registered office, and failure to comply leads to substantial fiscal risks under fiscal law.
Lack of the company Active Bank Account in Romania – How It Can Block the Activity of a Company in Romania
An active bank account or treasury account is mandatory for any company under Fiscal Package 2. Newly incorporated Romanian company entities are required to open a bank account within 60 days from start a business in Romania or set up a company. Without this, the company risks being declared inactive.
The consequences are immediate: the absence of an active bank account blocks financial transactions, prevents the deposit of share capital, obstructs procedures for capital market increases or decreases, and diminishes credibility with business partners.
Moreover, the inability to process payments through a bank account generates distrust from banks and investors. Therefore, consulting a tax attorney or commercial lawyer is crucial to avoid operational blockages and ensure proper financial flows in accordance with fiscal law.
Share Capital Increase in Romania Based on Turnover or Missing Statutory Bodies – An Ignored Obligation That Can Lead to Romanian company Fiscal Inactivity
Another reason for inactivity is the failure to comply with obligations regarding share capital and capital market increases. According to the new regulations, Romanian company entities must increase share capital upon reaching certain financial thresholds established by law.
Additionally, the absence of statutory bodies such as administrators or auditors with valid mandates can automatically result in inactivity. A company without valid management cannot legally operate and is subject to serious sanctions, including inability to function at the trade register.
In cases of start a business in Romania or set up a company, it is essential that the deposit of share capital is made correctly and that all structural changes are duly registered. A tax lawyer or tax attorney can ensure compliance with these obligations and prevent disputes related to the registered office or minimum share capital, safeguarding both fiscal and administrative compliance.
Effects of Fiscal Inactivity – Loss of VAT Code, Damaged Credibility, Contractual Blockages, and Risks for Shareholders in Romania
The effects of a Romanian company being declared inactive are severe and directly impact both current operations and the future of the entity. Loss of the VAT code represents one of the most severe penalties, as the company can no longer deduct expenses, resulting in substantial additional costs. Furthermore, lack of credibility with banks and business partners creates a vicious cycle in which the company cannot access financing and loses willing collaborators. Commercial contracts are often blocked, and partners avoid engaging with an inactive company, especially since invoices issued by such entities are not tax-deductible under fiscal law.
The risks extend beyond the company itself: shareholders and administrators may be held personally liable, potentially exposing their personal assets to claims by ANAF or in court. In this context, collaboration with a tax lawyer, tax attorney, lawyer for taxes, or commercial lawyer is crucial. These specialists can assist in the reactivation of the Romanian company, manage the submission of correct documentation to the trade register, and provide legal solutions related to registered office, change of registered office, and other critical obligations to maintain compliance.
“In the context of Fiscal Package 2 and the new regulations regarding share capital, capital market, bank account, and tax obligations, companies must be extremely vigilant in meeting all statutory deadlines. Failure to comply may result in inactivity, loss of the VAT code, inability to deduct expenses, and even deregistration from the trade registry. Compliance is not merely a formality but an essential measure to protect the business against fiscal and administrative risks,” stated Dr. Radu Pavel, Lead Counsel at Pavel, Mărgărit & Associates.
The Romanian Law Firm Pavel, Mărgărit & Associates offers specialized legal services for company formation, including setting up a company, whether it’s an SRL or PFA. We assist with all necessary procedures, including opening a company bank account, managing share capital and capital market operations, and ensuring compliance with minimum share capital requirements. Our services also cover the registered office and the change of registered office, as well as handling all trade registry and trade register matters.
Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs.
Fiscal Package 2 imposes strict rules, and the status of an inactive Romanian company is a real risk for every entrepreneur. Maintaining an active bank account, adhering to obligations regarding share capital, carrying out capital market increases or decreases, timely filing of tax declarations, and submitting financial statements to the trade register are essential for operational continuity.
Entrepreneurs considering start a business in Romania, set up a company, start a business in Romania with hosted registered office, change of registered office, opening a bank account, or creating a PFA must collaborate with a tax lawyer, tax attorney, commercial lawyer, or lawyer for taxes. Specialized legal advice protects share capital, ensures compliance with fiscal law and corporate regulations, and prevents administrative blockages or fiscal sanctions. Strict adherence to registered office requirements, active bank account, and minimum share capital ensures continuity, protects reputation and commercial operations, and provides entrepreneurs with the confidence to develop their Romanian company successfully.
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.