Navigating Romania's 2026 Micro-enterprise Tax Regime Changes

Introduction – The Problem / Why This Matters

Romania's micro-enterprise tax regime has historically been a significant draw for foreign investors, multinational corporations, and entrepreneurial expats seeking to establish a presence in the European Union. Its simplified tax structure and comparatively low rates have made it an attractive entry point for various business activities, from IT consulting to services and trade. This regime has played a crucial role in fostering economic growth and attracting direct foreign investment, offering a predictable and often less burdensome fiscal environment compared to the standard corporate income tax system. Understanding the nuances and recent amendments to this regime is therefore paramount for anyone considering launching or expanding operations in Romania.

The dynamic nature of Romania's fiscal legislation, particularly concerning the micro-enterprise tax, necessitates constant vigilance. Changes, often implemented through emergency ordinances, can significantly alter the eligibility criteria, tax rates, and overall financial viability for businesses operating under this system. What was a beneficial structure last year might present new challenges or opportunities this year. For foreign investors, an outdated understanding of the tax landscape can lead to unexpected liabilities, compliance breaches, and ultimately, a detrimental impact on their investment's profitability and sustainability within the Romanian market.

For international entrepreneurs, the decision to establish a micro-enterprise often hinges on these specific tax advantages. The relative ease of administration and the lower tax burden free up capital for reinvestment and growth. However, ignorance of changes to revenue thresholds, activity restrictions, or the introduction of new compliance requirements can quickly turn an advantageous position into a complex and costly endeavor. This article aims to provide a clear and authoritative overview of the micro-enterprise tax regime in Romania as of May 5, 2026, with a particular focus on the latest changes and their implications for the international business community.

Navigating Romanian tax law requires precise, up-to-date information. Our aim is to demystify these regulations, offering practical insights that enable informed decision-making for those looking to leverage Romania's economic potential. By presenting the most current legal framework, eligibility conditions, and procedural requirements, this guide serves as an essential resource for ensuring full compliance and optimizing the tax strategy of your Romanian operations in 2026 and beyond.

Legal Framework – Key Laws and Regulations

The Romanian micro-enterprise tax regime is primarily governed by the provisions of the Fiscal Code (Codul fiscal), specifically Title III, which outlines the rules for income tax on micro-enterprises. The foundational legal act is Legea nr. 227/2015 privind Codul fiscal, publicată în Monitorul Oficial al României, Partea I, nr. 688 din 10 septembrie 2015. This comprehensive law has undergone numerous amendments over the years, several of which significantly shaped the micro-enterprise regime, particularly those effective in 2026.

Key amendments that are crucial for the 2026 fiscal year include:

• Ordonanța de urgență a Guvernului nr. 115/2023 privind unele măsuri fiscal-bugetare în domeniul cheltuielilor publice, pentru consolidare fiscală, precum și pentru modificarea și completarea unor acte normative, publicată în Monitorul Oficial al României, Partea I, nr. 1139 din 15 decembrie 2023. This emergency ordinance introduced significant changes to the conditions for micro-enterprises, with several provisions becoming effective from January 1, 2024, but impacting ongoing fiscal strategy for 2026.
• Legea nr. 296/2023 privind unele măsuri fiscal-bugetare pentru asigurarea sustenabilității financiare a României pe termen lung, publicată în Monitorul Oficial al României, Partea I, nr. 977 din 27 octombrie 2023. This law introduced changes related to micro-enterprise tax rates and eligibility that applied from January 1, 2024.

Relevant EU law, while not directly regulating national corporate tax rates, influences Romanian fiscal policy through principles such as non-discrimination and state aid rules. Specifically:

• Council Directive (EU) 2016/1164 of 12 July 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (ATAD 1), published in Official Journal of the European Union L 193 of 19 July 2016, and Council Directive (EU) 2017/952 of 29 May 2017 amending Directive (EU) 2016/1164 as regards hybrid mismatches with third countries (ATAD 2), published in Official Journal of the European Union L 144 of 7 June 2017, indirectly shape the broader corporate tax framework that interacts with national regimes like the micro-enterprise tax, particularly for businesses within a larger group structure.
• Commission Notice on the notion of State aid as referred to in Article 107(1) of the Treaty on the Functioning of the European Union (2016/C 262/01), published in Official Journal of the European Union C 262 of 21 July 2016, ensures that preferential tax regimes like the micro-enterprise system do not constitute illegal state aid, thereby affirming their validity within the EU single market framework.

These legal acts form the backbone of the micro-enterprise tax system in Romania. It is crucial for investors to consult the consolidated texts of these laws, particularly Legea nr. 227/2015, on legislatie.just.ro to ensure access to the most up-to-date provisions.

Step-by-Step Process / Requirements

To register and operate a micro-enterprise in Romania, foreign investors generally follow these steps. Eligibility is contingent on several conditions that must be met both at registration and continuously throughout the fiscal year, particularly post-2026 amendments.

Step 1: Company Incorporation

Before opting for the micro-enterprise tax regime, a legal entity must first be incorporated in Romania. The most common form is the limited liability company (SRL – Societate cu Răspundere Limitată).

• Required Documents (for SRL incorporation):
  1. Copy of passport/ID of all shareholders and administrators.
  2. Proof of registered office in Romania (rental agreement, comodat contract, or title deed).
  3. Specimen signature of the administrator(s).
  4. Articles of Incorporation (Act Constitutiv), notarized, stating the company name, registered office, share capital, shareholders, administrators, and objects of activity (CAEN codes).
  5. Bank statement proving deposit of share capital (minimum RON 500 for new SRLs from 18 December 2025 (Law no. 239/2025); existing SRLs with net turnover above RON 400,000 require at least RON 5,000).
  6. Affidavits from administrators/shareholders concerning their legal capacity and lack of criminal record.
  7. Reservation of company name from the National Trade Register Office (ONRC).
• Procedure: Submit all documents to the ONRC. The registration process is typically handled by a legal professional or a specialized firm.

Step 2: Fulfilling Micro-enterprise Eligibility Criteria (as of 2026)

After incorporation, the company must meet the following cumulative conditions to qualify as a micro-enterprise, as per Legea nr. 227/2015, art. 47 alin. (1) , as amended by OUG nr. 115/2023:

Step 3: Registration with Tax Authorities (ANAF)

Once the company is incorporated and meets the eligibility criteria, it must notify the tax authorities (ANAF) of its option to apply the micro-enterprise tax regime.

• Procedure: Submit Form 010 (Declarația de înregistrare fiscală/Declarație de mențiuni/Declarație de radiere) to the competent ANAF territorial unit. This is done within 30 days from the date of incorporation or within 15 days from the date the conditions for exiting the corporate income tax regime are met (for companies switching to micro-enterprise tax).

Step 4: Ongoing Compliance

Maintaining micro-enterprise status requires continuous adherence to the eligibility conditions.

• Employee Requirement: The condition of having at least one employee must be maintained throughout the fiscal year. If the number of employees falls below one during a fiscal quarter, the micro-enterprise tax regime ceases to apply starting from the quarter in which the condition is no longer met. The company then becomes subject to corporate income tax.
• Revenue Monitoring: If the revenue threshold of EUR 100,000 (RON equivalent) is exceeded during a fiscal year, the company switches to corporate income tax from the quarter in which the threshold was surpassed.
• Dividend Tax: Dividends distributed by micro-enterprises are subject to a 16% tax rate as per Legea nr. 227/2015, applicable to dividends distributed starting January 1, 2026. For non-resident recipients, double tax treaties may apply.
• Reporting: Quarterly tax returns (Form 100 – Declarație privind obligațiile de plată la bugetul de stat) must be filed, and the tax paid by the 25th day inclusive of the month following the quarter for which the tax is due.

Step 5: Tax Rates

As per Legea nr. 227/2015 (art. 47 and art. 51), as amended by OUG nr. 156/2024 (EUR 100,000 threshold) and OUG nr. 89/2025 (single 1% rate):

• 1% tax rate: if the micro-enterprise has at least one employee and achieves annual revenues up to EUR 100,000 (RON equivalent).
• Revenue threshold: EUR 100,000 (RON equivalent) in 2026; the 3% tax rate no longer applies.

Notably, the distinction based on revenue for the 1% and 3% rates was abolished from January 1, 2026, and the single 1% rate is crucial for 2026 tax planning. Companies that do not meet the employee requirement cannot opt for the micro-enterprise regime; PFA – Authorized Individual Persons are also outside this regime. Moreover, the restriction preventing companies with revenues from consulting and management activities exceeding 20% of total revenues from applying the micro-enterprise regime was abolished from January 1, 2025.

Costs and Timeline

The costs and timelines associated with establishing and operating a micro-enterprise in Romania are generally as follows:

1. Company Incorporation (SRL):

• Share Capital: Minimum RON 500 for new SRLs from 18 December 2025; RON 5,000 for existing SRLs with net turnover above RON 400,000 (Law no. 239/2025). This capital belongs to the company, not a refundable administrative fee.
• Notary Fees: For articles of incorporation, specimen signatures, affidavits: approx. RON 300 - 800 (EUR 60 - 160), depending on the complexity and number of documents.
• Trade Register Office Fees: Small administrative fees, generally under RON 100 (EUR 20).
• Legal/Consulting Fees: For drafting documents, filing, and representation: can range from EUR 300 to EUR 1,000 or more, depending on the service provider and complexity.
• Timeline: 3-5 business days from the submission of complete documentation to ONRC.

2. Bank Account Opening:

• Fees: Many banks offer free current accounts for businesses, though some may charge monthly administration fees (e.g., RON 20-50/month or EUR 4-10/month).
• Timeline: 1-3 business days once all required company documents are submitted and verified.

3. Micro-enterprise Registration (Form 010):

• Fees: No direct fee for submitting form 010.
• Timeline: Within 30 days from incorporation, application processing is usually immediate upon submission, setting the tax regime.

4. Accountant/Payroll Services:

• Monthly Fees: Essential for compliance. For a micro-enterprise with 1-2 employees, monthly fees typically range from EUR 100 to EUR 300, depending on the volume of transactions and services included (e.g., bookkeeping, payroll, tax declarations, financial statements).

5. Employee Costs (Minimum Wage): The national gross minimum wage is RON 4,050 through 30 June 2026 and RON 4,325 from 1 July 2026 (HG 1506/2024; HG 146/2026). Annual CAS/CASS thresholds use the RON 4,050 wage in force on 1 January 2026 where Fiscal Code article 135¹(3) applies. Employee CAS/CASS deductions form part of gross salary; they are not added again as employer costs. Applicable additional employer contributions must be assessed separately.

6. Tax Payment Deadlines:

• Micro-enterprise Tax (1%): Quarterly, by the 25th day of the month following the quarter for which the tax is due (e.g., for Q1, due by April 25).
• Dividend Tax (16%): By the 25th day of the month following the payment of dividends.
• VAT (if applicable): Monthly or quarterly, by the 25th day of the month following the reporting period.

Overall Initial Investment (approximate): For a basic SRL setup ready to operate under the micro-enterprise regime, expect initial costs of EUR 700 - EUR 1,500 (excluding share capital) and a setup time of 1-2 weeks for registration and bank account opening.

Comparison Table

Key Considerations / Common Pitfalls

Foreign investors and entrepreneurs should be acutely aware of several critical considerations and common pitfalls when evaluating the Romanian micro-enterprise tax regime, especially after the 2026 changes.

Recent Changes 2026

The 2026 fiscal year builds upon significant amendments primarily introduced by Ordonanța de urgență a Guvernului nr. 156/2024 (the EUR 100,000 micro-enterprise revenue threshold from January 1, 2026) and Ordonanța de urgență a Guvernului nr. 89/2025 (the single 1% micro-enterprise tax rate from January 1, 2026). Earlier changes introduced by Ordonanța de urgență a Guvernului nr. 115/2023 and Legea nr. 296/2023 became effective on January 1, 2024, while these later amendments form the current regulatory landscape for micro-enterprises.

Here's a summary of the most critical changes effective in 2026:

1. Introduction of a Single Tax Rate:

   • Previously, the micro-enterprise tax had 1% and 3% rates based on revenue and activities. For 2026, as per Legea nr. 227/2015, art. 51, the tax rate is now uniform:
     • 1% for micro-enterprises with annual revenues up to EUR 100,000 (RON equivalent);
     • The revenue threshold is EUR 100,000 (RON equivalent), as set by OUG nr. 156/2024.
   • This change to a single 1% rate, brought by OUG nr. 89/2025, requires companies to closely monitor their revenue throughout the year and switch to corporate income tax from the quarter the EUR 100,000 threshold is surpassed. This is a substantial shift from the previous system and is now fully embedded in the 2026 framework.

2. Stricter Employee Requirement for Micro-enterprise Status:

   • The requirement to have at least one full-time employee (or full-time equivalent) is maintained, as per Legea nr. 227/2015, art. 47 alin. (1) lit. d) . However, the rigor of this condition has increased. If a company ceases to have an employee, it automatically switches to the 16% corporate income tax regime starting from the quarter in which the condition is no longer met. This change was reinforced to ensure that the micro-enterprise regime genuinely supports job creation.

3. Restrictions on Consulting and Management Activities:

   • A major amendment for 2026, introduced by OUG nr. 115/2023, is that legal entities whose revenues from consulting and management activities, as defined by corresponding CAEN codes (e.g., 7022 - business and management consultancy activities), exceed 20% of their total revenues, are no longer eligible for the micro-enterprise tax regime. Such entities will be subject to the standard 16% corporate income tax. This provision significantly impacts companies predominantly operating in these sectors, many of which had previously benefited from the micro-enterprise regime.

4. Shareholder Overlap Limitation:

   • To prevent the fragmentation of large businesses into multiple micro-enterprises, OUG nr. 115/2023 introduced a new condition: a legal person (individual) is considered a micro-enterprise if its shareholders do not hold more than 25% of the value/number of participation titles or voting rights in more than three micro-enterprises at the same time. This is a crucial anti-abuse measure that impacts interconnected business structures.

5. Increase in Dividend Tax Rate:

   • While not specific to micro-enterprises only, dividend tax is 16% for dividends distributed from 1 January 2026 (10% in 2025, 8% in 2023-2024); a double tax treaty or the EU Parent-Subsidiary Directive may reduce it for non-residents. This change primarily affects the ultimate profit for shareholders, harmonizing the rate across different company types.

These changes underscore a clear governmental direction towards a more targeted micro-enterprise regime, aiming to limit its applicability to genuine small businesses and reduce potential tax avoidance strategies. Foreign investors must re-evaluate their current structures and future plans against these updated criteria to ensure ongoing compliance and optimize their tax position in Romania for 2026.

Frequently Asked Questions

What is the maximum revenue threshold for opting into the micro-enterprise tax regime in 2026?

For the 2026 fiscal year, a Romanian legal entity can opt for, or remain under, the micro-enterprise tax regime if its realized revenues did not exceed the RON equivalent of EUR 100,000 in the previous fiscal year. This threshold, specified in Legea nr. 227/2015, art. 47 alin. (1) lit. c) , has been reduced from January 1, 2026 by OUG nr. 156/2024. The conversion from EUR to RON is done using the exchange rate valid at the end of the previous fiscal year.

What are the tax rates for micro-enterprises in Romania for 2026?

Based on Legea nr. 227/2015, art. 51, as amended by OUG nr. 89/2025, there is a single tax rate for micro-enterprises in 2026: a 1% rate applies if total revenues for the year do not exceed the RON equivalent of EUR 100,000, provided all other conditions are met. The EUR 100,000 revenue threshold applies from January 1, 2026 under OUG nr. 156/2024. The regime requires the company to have at least one full-time employee or equivalent.

Is it mandatory for a micro-enterprise to have employees in 2026?

Yes, it is absolutely mandatory. As per Legea nr. 227/2015, art. 47 alin. (1) lit. d) , a key condition for applying the micro-enterprise tax regime is to have at least one full-time employee (or an equivalent of a full-time employment contract) starting from December 31 of the previous fiscal year. For newly established companies, this condition must be met within 30 days of registration. Failure to maintain this employee throughout a quarter results in a switch to the 16% corporate income tax regime from that quarter.

Can my company provide consulting services and still be a micro-enterprise in 2026?

This is a critical point of change. Under Legea nr. 227/2015, art. 47 alin. (1) lit. g) , as amended by OUG nr. 115/2023, if revenues derived from consulting and management activities (identified by specific CAEN codes, such as 7022) exceed 20% of the total annual revenues, the company is no longer eligible for the micro-enterprise regime and must switch to paying 16% corporate income tax. Businesses heavily reliant on such services need to re-evaluate their tax strategy or diversify their income streams.

What happens if I exceed the EUR 100,000 revenue threshold during the year?

If a micro-enterprise surpasses the RON equivalent of EUR 100,000 in revenues during a fiscal year, it automatically ceases to be a micro-enterprise and becomes subject to the standard 16% corporate income tax. This switch occurs starting from the quarter in which the threshold was exceeded, as outlined in Legea nr. 227/2015, art. 52 alin. (1) . The company must declare and pay corporate income tax for that quarter and subsequent periods.

How frequently do I need to file and pay micro-enterprise tax?

Micro-enterprises are required to file tax returns and pay the micro-enterprise tax quarterly. The deadline for both is the 25th day of the month following the end of each quarter. For example, for the first quarter (January-March), the deadline is April 25th. This is mandated by Legea nr. 227/2015, art. 56 alin. (1) .

What is the dividend tax rate for micro-enterprises in Romania for 2026?

Dividend tax is 16% for dividends distributed from 1 January 2026 (10% in 2025, 8% in 2023-2024); a double tax treaty or the EU Parent-Subsidiary Directive may reduce it for non-residents. This rate applies uniformly to all dividend distributions by Romanian legal entities, as per Legea nr. 227/2015, art. 43 alin. (2) lit. d) , as amended.

Are there any restrictions on individuals holding shares in multiple micro-enterprises?

Yes, as a result of changes effective in 2026 through OUG nr. 115/2023, a legal person whose shareholders (individuals) hold, directly or indirectly, more than 25% of the value/number of participation titles or voting rights in more than three micro-enterprises at the same time, will no longer qualify for the micro-enterprise tax regime. This measure targets situations where a single individual or group seeks to establish numerous micro-enterprises to circumvent various tax or administrative thresholds.

Where can I find the official consolidated text of the Romanian Fiscal Code?

The official consolidated text of the Romanian Fiscal Code (Legea nr. 227/2015) with all amendments can be found on legislatie.just.ro. It is imperative to always consult this primary source to ensure you are relying on the most current and accurate legal provisions, especially given the frequency of legislative updates.

Conclusion and Next Steps

The Romanian micro-enterprise tax regime, while still attractive, has undergone significant reforms for 2026, primarily through OUG nr. 115/2023. These changes reflect a clear policy shift towards streamlining the application of the regime, ensuring it benefits genuine small businesses, and curtailing potential avenues for tax optimization that deviate from its core purpose. Foreign investors and international entrepreneurs must understand that the landscape they enter in 2026 is distinctly different from previous years. The single 1% tax rate, lowered EUR 100,000 revenue threshold, stringent employee requirements, and crucial restrictions on certain service activities and shareholder structures demand a meticulous approach to business formation and ongoing compliance.

Proactive planning, continuous monitoring of business activities against eligibility criteria, and a thorough understanding of the fiscal implications of these amendments are no longer optional but essential. Ignorance of these changes can lead not only to unexpected tax liabilities but also to administrative penalties and a loss of the very tax advantages that initially drew many to the Romanian market. Given the dynamic nature of Romanian tax legislation, the importance of accurate and timely legal advice cannot be overstated.

To navigate these complexities and ensure your business is optimally structured and fully compliant with Romanian tax law in 2026, we strongly recommend seeking specialized legal guidance. The firm at Pantilimon Cabinet Avocatură - Law Office possesses extensive experience in Romanian tax law and a deep understanding of the regulatory environment affecting foreign investments. We are equipped to provide tailored advice, assist with company formation, ensure ongoing compliance, and develop strategic tax plans that align with your business objectives.

For personalized legal consultation and to discuss how these changes impact your specific business plans in Romania, please do not hesitate to contact Pantilimon Cabinet Avocatură - Law Office at office@pantilimon.ro or visit www.pantilimon.ro.

*Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific legal guidance, contact Pantilimon Cabinet Avocatură - Law Office at