Law no. 239/2025 (Legea nr. 239/2025) was read primarily through the lens of taxes. But the part that most concretely changes the life of an LLC (SRL) is not related to taxation, but to corporate law: share capital, bank accounts, and new rules for dividend distribution. All are applicable starting in 2026, some with sanctions leading up to dissolution.
Minimum share capital, now differentiated
The single threshold of 200 EUR has disappeared. The new system links the minimum share capital to the net turnover:
- 500 EUR — for newly established SRLs and for those with a net turnover of up to 400,000 EUR.
- 5,000 EUR — for SRLs that record a net turnover greater than 400,000 EUR.
The logic is to correlate the minimum capitalization level with the actual size of the activity. An SRL running millions of EUR with 200 EUR share capital was, until now, perfectly legal — but also a poor signal for creditors and partners.
Deadline for existing companies
Companies already registered in the trade register that have share capital below the required level are obliged to increase it by amending the articles of association within a maximum of 2 years from the date the law comes into force. The law came into force in December 2025, so the deadline expires in December 2027.
There is also an incentive for those who do not delay: if the capital increase to 5,000 EUR is carried out by December 31, 2026, the cost of publishing the act in the Official Gazette (Monitorul Oficial), Part IV, is reduced by 50%.
The consequence of non-compliance is serious. The law provides for the possibility of dissolving the company at the request of the National Trade Register Office (Oficiul Național al Registrului Comerțului) or any interested person.
Payment account in Romania — mandatory throughout the company's existence
The second obligation is less discussed, but easier to violate through oversight. All legal entities must hold at least one payment account opened at an institution in Romania or an account at the State Treasury (Trezoreria Statului), throughout the entire existence of the company.
- For newly established companies, the account must be opened within a maximum of 60 business days from the date of registration.
- Non-compliance constitutes a contravention, sanctioned by a fine ranging between 3,000 and 10,000 EUR.
- Beyond the fine, the lack of an account can trigger the declaration of tax inactivity by ANAF.
- If a taxpayer declared inactive does not reactivate within one year from the date of declaration, dissolution follows.
The most exposed companies are those established for a specific project and then left on hold, as well as those that worked exclusively through accounts opened abroad.
Dividends and loans from shareholders
The law also introduces restrictions on the distribution of dividends and the repayment of loans to shareholders in the case of companies recording losses. Failure to comply with these prohibitions constitutes a contravention, sanctioned by a fine between 10,000 and 200,000 EUR.
This is an area where practice until now was relaxed — the shareholder would withdraw the loan granted to the company regardless of the financial result of the year. It is worth discussing specifically with the accountant before any distribution, because the rules apply differently depending on the company's financial situation.
What to check in your company, in this order
- Net turnover from the last financial year. If it exceeds 400,000 EUR, you need 5,000 EUR share capital.
- Current share capital, from the company certificate (certificatul constatator). If it is below the threshold, plan the increase by December 31, 2026, to catch the 50% reduction in the publication fee.
- The existence of an active payment account in Romania or at the Treasury. Also check group companies that do not have current activity.
- Newly established companies: count the 60 business days from registration.
- Dividend and shareholder loan repayment policy if the financial year ended with a loss.
Why it is not worth delaying
Increasing the share capital is not complicated — a resolution of the general meeting, the updated articles of association, and filing with the trade register. But it is a procedure that takes time and will get crowded as the deadline approaches.
In 2027, as the deadline nears, all companies that delayed will go to the ONRC simultaneously. Whoever resolves it in 2026 pays half of the publication fee and avoids the rush.
Article prepared based on Law no. 239/2025. Fine amounts and application conditions may be refined by the implementing regulations; the situation of each company is analyzed individually, together with a consultant.