Following the adoption of tax and fiscal changes on July 28, 2025, through Law No. 141/2025, additional legislative measures have been implemented in Romania as of January 1, 2026.
On December 15, 2025, Romanian Law No. 239/2025 on the establishment of measures for the recovery and efficiency of public resources (“Law 239/2025”) was published in the Romanian Official Gazette, Part I and entered into force on December 18, 2025.
Law 239/2025 enacts major amendments to Corporate Law No. 31/1990, Law No. 227/2015 On the Romanian Fiscal Code, and Law No. 85/2014 on insolvency prevention and insolvency proceedings.
Please find below the key legislative developments enacted by Law 239/2025 which came into force on January 1, 2026.
I. Mandatory bank accounts for all legal entities
All legal entities are required to open and maintain at least one payment account in a commercial bank or an account with the State Treasury in Romania throughout the entire period of their activities. Newly established legal entities must open an account within a maximum of 60 working days from incorporation.
Failure to comply with this obligation may entail administrative liability, sanctioned with a fine ranging between EUR 600 and-EUR 2,000.
II.Changes to minimum amount of share capital requirements
The minimum amount of share capital for limited liability companies will be established depending on the amount of net turnover reported by the annual financial statements for the previous financial year, as follows:
- newly established limited liability companies – minimum share capital of RON 500 (EUR 100);
- existing limited liability companies – minimum share capital requirement of RON 5,000 (EUR 1,000), provided that the net turnover exceeds the threshold of RON 400,000 (EUR 80,000). In cases of turnover decrease, the minimum share capital requirement will not be reduced.
Limited liability companies registered with the Romanian Trade Register having a net turnover exceeding the threshold of RON 400,000 are obliged to increase their share capital by amending their articles of association within a maximum of two years from entry into force of Law 239/2025. Failure to meet the conditions provided by the law may entail the risk of dissolution of the company.
III. Transfer of shares
The transfer of shares by the shareholder who controls a limited liability company is enforceable against the central tax authority, provided the following conditions:
- within 15 days from the date of the transfer of shares, the transferor, transferee or company notifies the central tax authority and submits the share transfer agreement alongside the updated articles of association with the identity details of the new shareholders;
- if the company has any outstanding tax liabilities, as well as other budgetary claims individualized in enforceable titles issued under the law and existing in the records of the central tax authority for reimbursement, the company or the transferee must provide guarantees to cover the value of the outstanding liabilities on the tax certificate;
- when registering the share transfer with the Romanian Trade Register, if the company has any outstanding tax liabilities as well as other budgetary claims individualized in enforceable titles issued under the law, proof of the tax authority’s approval regarding the provision of guarantees must be presented.
Fulfilment of the aforementioned legal conditions will be verified upon registration of the share transfer before the Romanian Trade Register.
IV. Limitations on granting loans and distributing dividends
Legal entities that distribute dividends on a quarterly basis cannot grant loans to shareholders, associates or other affiliated persons, before the regularization of differences resulting from the distribution of dividends during the year.
Legal entities having a net asset value reduced to less than half of the value of the subscribed share capital can distribute dividends from the profit of the current financial year only after the net asset value has been restored to the minimum amount provided by the law. Failure to comply with the obligation to restore the net asset value up to at least half of the share capital is sanctioned with an administrative fine ranging from RON 10,000 (EUR 2,000) to RON 200,000 (EUR 40,000).
V. Changes to virtual currency transfer income
The tax rate applicable to income obtained from the transfer of virtual currency increases from 10% to 16%, calculated by the taxpayer and reported through the single declaration form. The 16% tax rate is applicable to the amount defined as the positive difference between the sales price and the purchase price, including any direct transaction costs.
The exemption whereby virtual currency income below RON 200 (EUR 40) for each transaction is not taxable provided the total income earned within one financial year does not exceed RON 600 (EUR 120) remains in force.
This provision applies for virtual currency transfer income earned after 1 January 2026.
VI. Inactive taxpayers
Taxpayers’ legal entities will be declared inactive if one of the following conditions are met:
- the legal entity does not hold a payment accountt in a commercial bank in Romania or an account with a State Treasury unit;
- the legal entity does not submit its annual financial statements within 5 months of the legal deadline for submission.
VII. Special tax on high-value goods
On January 1, 2026, the tax on high-value immovable and movable assets was increased as follows:
- from 0.3% to 0.9% for residential buildings having a value of more than RON 2,500,000 (EUR 500,000);
- from 0.3% to 0.9% for vehicles having a value of more than RON 375,000 (EUR 75,000).
VIII. Increased liability for insolvency
The liability framework with regard to insolvency proceedings has been extended, by establishing that the management and/or supervisory bodies within a company, as well as any other natural person or legal entity exercising control over a debtor’s financial or operational decisions, may be held liable for the transfer of assets or of a significant part of the undertaking of the debtor to a person closely related to the debtor, in breach of their legal obligations.
In addition, in the event of culpable failure to submit financial statements or culpable failure to comply with tax return filing obligations, prior to the opening of the insolvency proceedings, it is presumed that the accounts were not kept in accordance with the law and the person responsible may be held liable.
A person against whom a final liability decision has been issued may not incorporate companies or acquire a controlling participation in a new company for a period of 5 years.
IX. Increased sanctions for undeclared work
Hiring one or more persons without concluding an individual labour agreement entails an administrative liability for the employer and is sanctioned by a fine increased from RON 20,000 to RON 40,000 (EUR 8,000) for each such person, without exceeding the cumulative limit increased from RON 200,000 to RON 1,000,000 (EUR 200,000).
