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 maintenance of an active bank account for legal entities, and adherence to reporting deadlines with the Trade Register.
The business environment must adapt to three successive share capital thresholds: 500 RON for microenterprises, 5,000 RON for medium-sized companies, and 90,000 RON for large corporations. Non-compliance can lead to severe penalties, such as being declared inactive by the tax authorities or even judicial dissolution. A business lawyer or commercial lawyer plays a crucial role in assisting companies. The second package of measures not only mandates the increase of share capital but also requires the active maintenance of a bank account for LLCs.
Failure to open a bank account within 30 days of registration can result in the company being declared inactive by the National Agency for Fiscal Administration (ANAF). In such cases, the intervention of a corporate lawyer or business attorney is vital to prevent fiscal sanctions and operational blockages. The introduced elements include three share capital thresholds correlated with turnover: 500 RON for companies with revenues under 395,000 RON, 5,000 RON for those with revenues between 395,000 and 7 million RON, and 90,000 RON for large companies with over 7 million RON in turnover. However, the draft legislation does not yet specify a clear deadline for implementing each threshold, creating uncertainties in the entrepreneurial environment.
Share capital increase in Romania in three successive stages – deadlines companies must follow in Romania
The new regulations establish a clearly defined stage for increasing share capital, tailored to the company’s size. LLCs are required to increase their share capital to 8,000 RON upon the first amendment of the constitutive act, but no later than two years from the law’s enactment, set for January 1, 2026. Until that time, companies are not yet subject to dissolution procedures; however, after this deadline, any interested party or the Trade Register may request the company’s dissolution in court.
These provisions introduce a phased compliance framework, where companies must be prepared to swiftly reconfigure their financial and administrative structures. A business attorney, corporate lawyer, or business lawyer can provide assistance in the process of increasing share capital to 8,000 RON, presenting justifications before the Trade Register, and creating a gradual growth plan in accordance with the new provisions, avoiding the risk of dissolution or administrative blockages.
Tax inactivity declaration: new conditions, statistics, and the impact on the Romanian business environment
A commercial company that fails to comply with obligations related to opening bank accounts, maintaining an active bank account, or increasing share capital risks being declared inactive. According to Article 92 of the Fiscal Procedure Code, a taxpayer (with or without legal personality) may be declared inactive if they do not fulfill any declarative obligation for a semester, evade controls by declaring an unidentifiable fiscal domicile, do not operate at the declared fiscal domicile, have temporary inactivity registered with the Trade Register, the company’s duration of operation has expired, statutory bodies are missing, or the registered office has expired. According to the Fiscal Code, the effects of inactivity are severe: active taxpayers during a period of inactivity remain obligated to pay taxes and contributions, prohibiting them from deducting expenses and VAT on purchases.
Purchases from an inactive taxpayer do not grant the right to deduction for beneficiaries, except for goods acquired in enforcement or bankruptcy proceedings. Documents issued by inactive taxpayers are non-deductible, and inactive entities cannot be registered in the register of those eligible for tax deductions. Fiscal inactivity is recorded in the fiscal record of the entity and its representatives, except in cases of temporary inactivity registered with the Trade Register. Legislative measures propose limiting the maximum period of inactivity to one year for companies declared inactive after the law’s enactment and three years for those with voluntary inactivity registered with the Trade Register; failure to reactivate within this period may result in insolvency, dissolution, liquidation, or deregistration.
Combining these legal provisions with new requirements (increase of share capital, maintenance of an active bank account, opening bank accounts immediately after establishing an LLC, notifications to the Trade Register and ANAF), the risk of administrative blockage or loss of active status is significant. The role of a business attorney, commercial lawyer, corporate lawyer, or business lawyer is crucial for preventing fiscal consequences.
How companies can avoid activity suspension – legal solutions and practical steps in Romania
To avoid being declared fiscally inactive or having their activity suspended, companies must take declarative and administrative obligations seriously. Timely submission of fiscal declarations is essential even in the absence of economic activity, as well as keeping information updated with the Trade Register, including the registered office, administrator details, and the company’s duration. Companies can request suspension of activity voluntarily for up to three years when economic conditions require it. Consulting a business lawyer, corporate lawyer, or business attorney is recommended to prepare accurate documentation and avoid complications. Planning fiscal strategy and outsourcing accounting or legal services ensures constant compliance, preventing suspension and protecting commercial reputation, partnerships, and financing opportunities.
The role of corporate lawyers in Romania in preventing risks and adapting to the new regulations
In a continuously changing economic and legal environment, entrepreneurs face challenges related to compliance, legal risks, and adapting to new regulations. The experience of a lawyer specialized in corporate law is essential for a company’s proper functioning and growth. Unlike general consultancy, a business attorney, corporate lawyer, or business lawyer understands in detail both the national legislative framework and the practical implications of entrepreneurial decisions. They provide proactive risk prevention, identifying vulnerabilities in contracts, governance structures, declarative obligations, and partnership agreements. Experienced lawyers guide companies through reorganizations, share capital increases, commercial disputes, or complex transactions, ensuring correct and sustainable decisions. They also represent companies before ANAF, the Trade Register, or other authorities, avoiding administrative blockages.
“In the context of new rules regarding the increase of share capital, the obligation to open a bank account for the company, and preventing activity suspension, companies must comply quickly and correctly. Observing deadlines and legal procedures is not just an obligation but a protective measure against fiscal and administrative risks,” stated Dr. Radu Pavel, Managing Partner of the Romanian Law Firm Pavel, Mărgărit and Associates.
The Romanian Law Firm Pavel, Mărgărit and Associates provides comprehensive legal assistance in commercial and corporate law, supporting companies in all stages of activity: establishing an LLC, opening bank accounts, managing transactions between company types, and ensuring compliance with the Companies Law.
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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.