Ministry of Finance Redrafts Company Law in Romania: Minimum Share Capital Raised to 8,000 RON and Share Transfers in Romania

New Rules for incorporating a company in Romania: Higher Share Capital, Mandatory Bank Accounts and Cash Payment Restrictions

Recent amendments impose a significant transformation of the conditions for any company in Romania. The main changes include the increase of share capital, the mandatory possession of a bank account, as well as strict procedures for opening bank accounts and reporting to the Trade Registry. These new regulations directly affect the process to register a company as a limited liability company (LLC) and the choice among different company types, increasing compliance requirements and administrative complexity.

The purpose of these provisions is to enhance fiscal transparency, reduce cash-only operations, and ensure adherence to legal obligations. Failure to comply may attract sanctions such as the dissolution of a Romanian company, declaration of fiscal inactivity, or considerable fines. Furthermore, the draft law requires mandatory notification of the transfer of social shares to ANAF and imposes the establishment of fiscal guarantees in the case of debts to the state budget.

In this regard, The Romanian Law Firm Pavel Mărgărit and Associates offers specialised legal services in commercial, business, and corporate law, including drafting constitutive acts, assistance with opening bank accounts, bank account management for a limited liability company, handling share capital deposits, managing social share transfer transactions, advising on electronic payment obligations, and representation before fiscal authorities and the Trade Registry. This ensures entrepreneurs receive expert support for legal compliance, prevention of sanctions, and secure transactions within the new regulations for Romanian companies.

New Rules for Company Formation in Romania: Share Capital Increased and Mandatory Bank Accounts for companies in Romania

The government has proposed a draft law introducing significant changes to the Company Law and the regime applicable to start a business in Romania. The most important change is the increase of the minimum share capital to 8,000 RON. This modification applies to all limited liability companies, including existing ones, which will be required to adjust their financial structure within two years. Failure to comply may lead to dissolution of the Romanian company by court order, at the request of the Trade Registry or any interested party.

For entrepreneurs, this new obligation requires reevaluating plans to start a business in Romania. While previously a symbolic contribution to share capital sufficed, now the blocked funds in a bank account for a limited liability company can be a significant obstacle. In such cases, consulting a business lawyer or commercial lawyer specializing in business and corporate law becomes essential from the drafting stage of the constitutive act and the submission of documents to the Trade Registry to ensure compliance with legal procedures and protection of shareholder interests in case of violations or disputes.

From a legal perspective, the increase of share capital does not affect the patrimonial nature of the company, as the contribution can be withdrawn or used in business operations. However, procedurally, it represents an additional filter for register a company as an LLC. A corporate lawyer or business attorney can provide guidance on legal implications and manage both compliance procedures and potential disputes related to failure to meet the share capital requirements.

The draft law also mandates that every Romanian company maintains a permanent bank account. Therefore, any newly established LLCs must complete opening bank accounts within 30 days of registration. Non-compliance may lead to the company being declared inactive by ANAF, resulting in VAT code suspension and inability to issue invoices.

An important novelty is the explicit prohibition for banks to refuse opening bank accounts for companies, except in cases of money laundering risks, according to Law no. 129/2019. This provision facilitates access to banking services but imposes an additional responsibility on entrepreneurs: maintaining an active bank account for the company throughout its existence. To avoid issues, periodic consultation with a business lawyer or corporate lawyer is recommended to ensure proper documentation and risk management.

This obligation aims to increase fiscal transparency and eliminate companies that operate exclusively in cash. Every Romanian company must prove the existence of a registered and active bank account. Otherwise, penalties include fines of up to 10,000 RON and the complementary measure of declaring fiscal inactivity.

Share Transfers in Romania: Mandatory Notification to Tax Authorities and Guarantees in Case of Debts

Another significant modification concerns the transfer of social shares. According to the draft law, the assignment of social shares in a company where the shareholder holds control must be notified to ANAF within 15 days. Simultaneously, the Trade Registry will request proof of fiscal certificate to verify any outstanding obligations.

If there are debts to the state budget, the law requires the establishment of fiscal guarantees by the company or the assignee. Only after this step can the modification be registered in the Trade Registry. For entrepreneurs, this means that share transfers are no longer merely private acts but procedures directly overseen by the state. In practice, support from a commercial lawyer or business attorney is essential to negotiate the transfer properly and avoid administrative blockages.

Moreover, the transfer does not produce full effects until fiscal conditions are met. This procedure reinforces ANAF’s role in monitoring structural changes in a limited liability company. A corporate lawyer and a business lawyer provide guidance on legal risks and proper share transfer procedures, ensuring the transaction complies with the law and produces full legal effects.

“The new measures regarding the increase of share capital, the mandatory possession of a bank account, and the strict procedures for register a company as an LLC represent a significant change for the business environment in Romania and must be approached carefully to avoid sanctions, administrative blockages, or financial losses.”, said Dr. Radu Pavel, Managing Partner of The Romanian Law Firm Pavel, Mărgărit and Associates.

Elimination of the 50,000 RON Cash Threshold – Companies Must Accept Card Payments in Romania

The Minister of Finance announced that the 50,000 RON threshold requiring merchants to accept card payments will be removed. The draft law eliminates this for cash transactions and obliges all entities regulated under Company Law to accept card payments. Any Romanian company, including LLCs and other company types, will be required to install POS or similar electronic payment solutions, except in areas without communication infrastructure. This measure aligns Romania with European standards for cash reduction.

From a legal perspective, the obligation applies to all operators registered to register a company in Romania. Refusal can trigger penalties enforced by regulatory authorities. Implementing this requirement involves administrative costs and workflow adjustments for each company. In this context, a business attorney can advise Romanian companies on contractual obligations with POS service providers.

This measure also impacts the process to start a business in Romania, as entrepreneurs must consider POS installation from the outset. For new business owners, consulting a business lawyer, corporate lawyer, or commercial lawyer can prevent sanctions and ensure proper legal and operational integration of the new regulations.

Thus, the new amendments to Company Law alter requirements for all companies, including LLCs, by increasing share capital, mandating bank accounts, and requiring immediate opening bank accounts upon registration. Procedures at the Trade Registry become stricter, while share transfer rules and the removal of the cash payment threshold increase formalism. In this context, selecting the correct company types and consulting a business lawyer or corporate lawyer is no longer optional but a necessary tool for legal compliance and security when starting a business in Romania.

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.