Share Capital 2026: Complete Guide to New LLC Requirements in Romania

Complete Guide to New LLC Requirements in Romania

Law No. 239/2025

Atty. Rikhard Pantilimon • Updated: January 6, 2026

After several years during which the minimum share capital for Romanian LLCs (SRL) was only 1 RON, Law No. 239/2025 introduces fundamental changes. The new provisions, effective from December 18, 2025, impose differentiated share capital thresholds based on net turnover and strict compliance obligations, with company dissolution as the ultimate sanction.

This guide analyzes all relevant aspects for entrepreneurs: the new thresholds, compliance deadlines, available tax incentives, the capital increase procedure, and consequences of non-compliance.

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1. New Share Capital Thresholds

According to Art. VI of Law 239/2025, the share capital of limited liability companies is determined based on the net turnover reported in the annual financial statements of the previous fiscal year:

⚠️ Important: According to Art. VI para. (4), once increased to 5,000 RON to meet the legal requirement, the share capital cannot be reduced later, even if net turnover falls below the 400,000 RON threshold. This provision aims to prevent speculative capital reduction practices.

2. Compliance Deadlines

The law establishes a clear calendar for implementing the new requirements:

3. Tax Incentive: 50% Reduction on Official Gazette Fee

According to Art. VI para. (7), companies that increase their share capital by December 31, 2026 benefit from a 50% reduction on the publication fee in the Official Gazette, Part IV.

📋 Important condition: The reduction applies only if the amendment to the articles of association exclusively concerns the share capital increase for implementing the new legal provisions. If other elements are also modified (registered office, administrators, business activities), the reduction does not apply.

4. Methods for Increasing Share Capital

Law No. 31/1990 on Companies provides several methods for increasing share capital:

💡 Practical recommendation: For the 5,000 RON amount, cash contribution is the simplest and fastest method, avoiding additional costs for expert valuations.

5. Required Documents for ONRC Registration

For registering the share capital increase at the National Trade Register Office (ONRC), the following are required:

• Registration application – standard form
• General Assembly Resolution / Sole Shareholder Decision on capital increase
• Updated articles of association (consolidated form)
• Proof of share capital deposit (bank statement)
• Certificate of incorporation issued by ONRC
• Proof of publication in the Official Gazette, Part IV
• Administrator's declaration on own responsibility
• Proof of fee payment (Trade Register fee + Official Gazette fee)

6. Penalties for Non-Compliance

According to Art. VI para. (8), if the limited liability company does not complete its share capital within 2 years (by December 18, 2027), the court will order the company's dissolution at the request of any interested party or the National Trade Register Office.

🔄 Remediation possibility: According to Art. VI para. (9), the company will not be dissolved if, before the dissolution court decision becomes final, the share capital is increased according to legal requirements. This offers a last chance for compliance, but involves additional procedural costs.

7. Frequently Asked Questions

My company has 200 RON capital and turnover below 400,000 RON. Do I need to increase?

No. Existing companies with net turnover below 400,000 RON have no legal obligation to increase share capital. The obligation becomes applicable only if, in a fiscal year, turnover exceeds the 400,000 RON threshold.

📖 Recommended reading: M&A Due Diligence Romania: Legal Guide & Best Practices 2026