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The Romanian Government has recently passed a legislative package aimed at strengthening public finances and tightening corporate rules. Among the most important changes are those concerning the minimum share capital of limited liability companies (SRLs), as well as rules on share transfers and tax inactivity.
Minimum Share Capital Requirements
Until now, an SRL could be set up with a symbolic capital of just 1 RON. Under the new law, this is no longer the case. More precisely:
- Newly incorporated companies must have a minimum share capital of RON 500.
- Existing companies whose net turnover exceeded RON 400,000 in the previous financial year are required to increase their share capital to at least RON 5,000.
- Companies already above this turnover threshold at the time the law takes effect will have up to two years to comply.
Non-compliance with this requirement may result in the company's dissolution, either upon request of an interested party or initiated by the National Trade Register Office (ONRC). Dissolution, however, can be averted if the company raises its share capital before the decision becomes final.
Why This Matters
The measure aims to strengthen the financial credibility of SRLs and ensure that companies with significant turnover maintain a stronger equity base. While this may improve creditor protection and reduce "shell companies," it also raises barriers for small entrepreneurs who until now benefited from a very low-cost entry point.
Share Transfers and Tax Authority Involvement
The law also introduces new rules for share transfers when control over the company changes hands. These transfers must be notified to the tax authority (ANAF) within 15 days.
If the company has outstanding tax debts, the buyer or the company must provide guarantees in favor of ANAF. Without proof of these guarantees, the Trade Registry cannot register the transfer.
This means that while a contract between the parties remains valid, it will not become effective against third parties until the tax situation is cleared.
Key Takeaways for Entrepreneurs
- Startups, when incorporating an SRL must have a minimum budget of RON 500.
- Growing businesses exceeding the RON 400,000 turnover threshold must plan for an increase to at least RON 5,000 share capital.
- Non-compliance could lead to dissolution, so proactive adjustments are recommended.
- Share transfers are now more tightly controlled, with ANAF playing an active role in the process.
What Eurofast Can Do for You
At Eurofast, we understand how regulatory changes can affect both new and established businesses. Our team in Bucharest can:
- Assist with incorporation of new SRLs and compliance with the new minimum share capital.
- Advise and manage capital increase procedures for existing companies.
- Handle communication and filings with the Trade Registry and ANAF.
- Provide strategic tax and legal guidance to ensure your business remains compliant and protected.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
