Romania’s Fiscal Package 2 Changes Again: The mandatory Minimum Share Capital starting 2026 and new rules for LLCs

The Share capital of 500 RON at company incorporation in Romania and 5,000 RON after exceeding the 400,000 RON turnover threshold – What this means for startups and growing companies

The Draft Law 246/2025 on establishing certain fiscal recovery and public resource efficiency measures introduces substantial amendments to the Romanian Companies Law (Law no. 31/1990). It was adopted by the Parliament of Romania on 18 November 2025, but was subsequently challenged before the Constitutional Court of Romania, pending promulgation before entering into force. The new legal provisions, which impose a share capital of 500 lei for new limited liability company structures and a mandatory share capital increase to 5,000 lei for any Romanian company with a net turnover exceeding 400,000 lei, will enter into force on 1 January 2026. These legislative amendments create a new regulatory framework, directly affecting the procedures to start a business in Romania, to register a company, and to open a limited company, imposing obligations to raise share capital both for newly created entities and for already existing businesses. They also require strategic planning by any entrepreneur intending to set up a company in Romania or considering starting up your own business in Romania. This article analyses the new regime of share capital, the mandatory obligation to increase company share capital, and the legal and fiscal consequences arising from the adoption of the Draft Law for any company, business operator, or entrepreneur planning to open a company in Romania or proceed with company incorporation and other related procedures.

In this context, the Romanian Law Firm Pavel Mărgărit and Associates, internationally recognised for its extensive expertise in commercial law and corporate law, recommends seeking assistance from a specialised business lawyer, corporate lawyer, or commercial lawyer, who can provide qualified legal support concerning the procedures for share capital increase for a newly established or already existing Romanian company, the increase of share capital by cash contribution, the preparation of documents required to register a company, set up a company in Romania, company formation in Romania, company incorporation, open a company in Romania, offshore company formation, as well as the legal steps for starting up your own business in Romania. A specialised lawyer from our law firm incorporation can ensure compliance with the new share capital thresholds and offer full assistance from filings before the trade registry to opening a corporate bank account and handling the registered office formalities. Our company formation lawyer, business incorporation lawyer, and company registration lawyer can also assist with broader business incorporation services and the best incorporation services available to entrepreneurs who aim to incorporate a business in Romania.

Business Lawyer in Romania. Reduced Minimum Share Capital for Newly Incorporated Companies in Romania – 500 RON Required

The new legal framework established through Draft Law 246/2025, especially under Article VI para. (2), provides that the minimum share capital value for a Romanian company is set at 500 lei, a significant increase compared to the former symbolic value of 1 leu. This requirement applies to all company incorporation procedures initiated after 1 January 2026. The provision is fully applicable to all procedures intended to start a business in Romania, open a company in Romania, or set up a company in Romania, creating a new standard for entrepreneurs seeking to create a limited liability company, proceed with company formation in Romania, or initiate starting up your own business in Romania.

Although this modification increases the initial cost of company formation in Romania, its main purpose, as stated in the explanatory memorandum of the normative act, is to counteract the negative effects associated with the previously introduced minimum share capital of 1 leu and the lack of financial accountability of associates. It aims to reduce the phenomenon of establishing companies used for fraud or debt trading without realistic mechanisms to attract the liability of administrators or associates in cases of insolvency. By imposing a minimum share capital of 500 lei and requiring future share capital increase procedures, the law seeks to restore a minimal financial buffer that enhances creditor protection and strengthens confidence in the business environment. It also facilitates the ability of any Romanian company to honour at least part of its obligations. This requirement plays an essential role for those who intend to register a company, open a limited company, set up a company in Romania.

By consulting a specialised commercial lawyer, business lawyer, or company registration lawyer, entrepreneurs can ensure compliance with all necessary steps for the legal formation of a limited liability company and for handling all formalities before the trade registry with the best incorporation services to incorporate a business. The services provided by a qualified professional include full legal assistance for company formation in Romania, register a company, offshore company formation, preparation of documents required to open a limited company, providing a legally compliant registered office, and managing the operations required to start a business in Romania. Engaging a company formation lawyer or business incorporation lawyer simplifies the entire administrative process, ensuring a properly structured share capital, accurate filings for company incorporation, and faster procedures before the trade registry.

Corporate Lawyer in Romania. If the turnover exceeds the threshold of 400,000 RON, then the share capital is increased to 5,000 RON

An important change introduced under Draft Law 246/2025 is the correlation between the minimum share capital and the company’s net turnover, under Article VI para. (1). For any Romanian company that exceeds the turnover threshold of 400,000 lei, a mandatory share capital increase to a minimum of 5,000 lei becomes applicable. This obligation to increase company share capital must be fulfilled within the deadline provided by para. (6) of the same article, namely no later than two years from the date the law enters into force. The major risk of non-compliance with the share capital increase obligation is the dissolution of the company, which may be ordered by the court at the request of any interested party or at the request of the trade registry, under Article VI para. (8). Consequently, entrepreneurs must adjust their financial planning to accommodate this required share capital increase, which may involve additional cash contributions or the conversion of reserves. Turnover is monitored annually based on data reported to the national tax authority (ANAF), and the share capital increase requires a formal resolution by the General Meeting of Associates.

With the help of a law firm incorporation, a specialized corporate lawyer, a commercial lawyer, or a business lawyer is essential for understanding exactly when the obligation to raise share capital applies, preparing all documents required to register the amendment with the trade registry, and ensuring compliance with the legally mandated deadlines. Professional assistance is crucial for any entrepreneur engaged in company incorporation, company formation in Romania, or processes to register a company, start a business in Romania, start a business in Romania online, or incorporate a business, whether through national procedures or through offshore company formation structures. A specialised company formation lawyer, business incorporation lawyer, or company registration lawyer provides tailored guidance for filing amendments at the trade registry, ensuring that the company remains compliant and avoids dissolution proceedings.

Company lawyer in Romania. Impact on the Start Up a Business Environment in Romania: Financial Planning, Compliance and Risks

The new requirements regarding share capital impose rigorous financial planning, particularly for micro-enterprises and startups that aim to start a business in Romania, set up a company in Romania, or undertake company formation in Romania in 2026. While the 500 lei threshold for newly incorporated limited liability company entities is manageable, the obligation to raise share capital to 5,000 lei once the 400,000 lei turnover is exceeded significantly affects growing businesses. These Romanian company operators will need to account for the costs of share capital increase, demonstrating the availability of funds to comply with the required share capital. The increase may be executed via cash contributions, conversion of reserves, or other legally permitted methods. Failure to meet the share capital increase deadline can trigger fiscal inactivity risks and may even result in the automatic dissolution of the company, according to Article VI para. (8). It is important to note that these share capital regulations do not apply to the creation of PFA (authorized individuals) or similar structures that do not require share capital, but exclusively to limited liability company forms, which remain the most common Romanian company type.

A specialised corporate lawyer or commercial lawyer can provide specialized guidance on distinguishing between mandatory share capital increase procedures for existing companies, for those who intend to open a limited company, start a business in Romania, or utilize company formation in Romania or business incorporation services, providing the best incorporation services in Romania. Collaboration with a company formation lawyer at the outset of a company incorporation ensures that the share capital structure is optimal, whether it is for starting up your own business in Romania, set up a company in Romania, or open a company in Romania.

Commercial Lawyer in Romania. Essential legal services: Share Capital Increase in Romania Procedures, Corporate Amendments and ANAF/Trade Registry Assistance

The process of share capital increase is regulated by the Companies Law no. 31/1990 and is executed through the submission of a set of documents for company registration at the trade registry. The first critical step is adopting a resolution for share capital increase by the General Meeting of Associates (GMA), which must be recorded in the meeting minutes. This resolution determines the new share capital, the methods to increase company share capital, and the deadline for fund contributions. Subsequently, the necessary legal documentation is prepared, including the updated Articles of Association and proof of share capital deposit at a bank.

Regarding the modalities of share capital increase, the Companies Law allows several methods, with the most frequent being an increase via cash contribution. Other methods include the conversion of reserves, retained earnings, or the transformation of liquid, exigible claims into equity. Regardless of the chosen method, strict compliance with the share capital increase deadline established by the GMA resolution is mandatory. After completing the share capital deposit and preparing all relevant documentation, the package is submitted to the trade registry to register the share capital increase and amendments, ensuring compliance with the Companies Law and avoiding legal penalties.

The services offered by a corporate lawyer, commercial lawyer, or business lawyer include drafting GMA resolutions, updating the Articles of Association, preparing the submission package, and representing the company at the trade registry. These services are crucial both for newly incorporated limited liability company entities, which require preparation of documents to open a limited company or start a business in Romania online, and for existing Romanian company entities that need to raise share capital via cash contributions within the legally mandated timeframe.

“The new regulations concerning share capital increase require heightened attention from entrepreneurs to ensure legal compliance, making the assistance of specialised lawyers essential for properly managing all obligations related to share capital increase,” stated Dr. Radu Pavel, Managing Partner of the The Romanian Law Firm Pavel Mărgărit and Associates.

In conclusion, the amendments introduced to the Companies Law through the Second Fiscal Package change the share capital thresholds for new limited liability company incorporations and impose new obligations regarding minimum share capital for both newly established and already existing Romanian company entities. These provisions take effect in 2026 and require meticulous financial and legal planning as well as proper registration at the trade registry. Therefore, The Romanian Law Firm Pavel Mărgărit and Associates, law firm incorporation, recommends consulting a commercial lawyer, corporate lawyer, and business lawyer, who can provide specialised business incorporation lawyer services concerning all procedures for share capital increase, as well as support in other procedures such as starting up your own business in Romania online, assiting with the best incorporation services and in full compliance with the Companies Law.

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.