Fiscal Inactivity in Romania 2026: How ANAF Declares Companies Inactive, Consequences, and How to Reactivate
What is fiscal inactivity
Fiscal inactivity is a status imposed by the National Agency for Fiscal Administration (ANAF) on companies that fail to meet certain compliance obligations. It is not the same as voluntary suspension of activity registered with the Trade Register. A company declared fiscally inactive remains legally obligated to file tax returns and pay all taxes, contributions, and duties owed — but it loses key operational capabilities, most notably its VAT registration.
What triggers fiscal inactivity from 2026
Before 2026, ANAF could declare a company inactive in situations such as failing to file any tax returns during an entire calendar semester, not operating at the declared registered office, or having an expired office lease. Law No. 239/2025 (Fiscal Package II), effective from 1 January 2026, added two new triggers. First, a company that does not hold a payment account in Romania — either a bank account or a State Treasury account — can be declared inactive. The obligation to open an account applies to all legal entities, and newly established companies have 60 business days from incorporation to comply. Second, a company that fails to file its annual financial statements within five months after the legal filing deadline will be declared inactive. For most companies, the filing deadline for the 2025 financial year is 31 May 2026, which means the inactivity trigger would activate on 31 October 2026 if the statements have not been submitted by then.
The full list of situations that can lead to fiscal inactivity now includes: not filing any tax returns during a calendar semester; ANAF finding that the company does not operate at the declared tax domicile; temporary inactivity registered with the Trade Register or expiry of the registered office lease; not holding a Romanian payment account (new from 2026); and not filing annual financial statements within five months of the deadline (new from 2026).
Consequences of being declared fiscally inactive
The effects are immediate and severe. The company's VAT registration code is cancelled. During the inactivity period, the company must still collect VAT on its operations but cannot deduct input VAT on any acquisitions. All VAT collected must be reported and paid by the 25th of the following month. The inactivity is recorded in the company's fiscal record and, in certain cases, in the personal fiscal records of the legal representatives who held office during the period that generated the inactivity. This record affects the company's credibility with business partners, banks, and public institutions. Certain operations at the Trade Register — including registrations, amendments, and updates to company information — may be refused or delayed while the fiscal inactivity is on record. The company cannot function normally: issuing invoices becomes problematic, bank relationships may be affected, and contract partners may refuse to do business with a fiscally inactive entity.
Dissolution — the ultimate consequence
Law No. 239/2025 introduced a direct link between fiscal inactivity and dissolution. If a company remains fiscally inactive for more than one year and is not reactivated, ANAF is required to apply to the Trade Register for dissolution, regardless of whether the company has outstanding tax debts. The procedure works as follows: ANAF sends the list of eligible companies to the ONRC. The ONRC publishes, at least five days in advance, the list of companies meeting the dissolution conditions. Once the dissolution notice is registered, if the company has no tax debts and no request for the appointment of a liquidator is made within 20 days, the ONRC automatically deregisters the company. If there are debts or a liquidator is requested, an insolvency practitioner is appointed and the liquidation follows either a simplified insolvency procedure or the general procedure, which must be completed within three months.
Transitional rules for companies already inactive
For companies that were already fiscally inactive on 18 December 2025 (the date Law No. 239/2025 entered into force), special transitional deadlines apply. Companies inactive for more than three years with no tax debts must reactivate within 30 days — meaning by approximately 17 January 2026 — or face dissolution. Companies inactive for between one and three years with no tax debts must reactivate within 90 days — meaning by approximately 18 March 2026. Companies with outstanding tax debts that are not subject to criminal proceedings will be subject to a dissolution request from ANAF within one year from 18 December 2025, if they do not reactivate. For companies with temporary inactivity registered at the Trade Register, dissolution can only be requested if the activity is not resumed by the end of the declared suspension period.
How to reactivate
A company can be reactivated if it meets all of the following conditions simultaneously: the cause that generated the inactivity has been removed (for example, the bank account has been opened or the financial statements have been filed); all outstanding declarative obligations have been fulfilled (all tax returns, declarations, and filings are up to date); the company has no outstanding tax obligations; and the company is not in any other situation of inactivity listed in the Fiscal Procedure Code. The reactivation is processed by ANAF upon the company's request, accompanied by evidence that all conditions have been met. After reactivation, the fiscal record entry remains visible for a period — typically three months — which can still affect commercial relationships during that time.
Key deadlines for 2026
31 May 2026 — filing deadline for 2025 annual financial statements (for most companies governed by Law No. 31/1990). 31 October 2026 — five months after the filing deadline; companies that have not submitted financial statements by this date will be declared fiscally inactive. 60 business days from incorporation — deadline for newly established companies to open a Romanian bank account. 18 March 2026 — last date for companies inactive for 1-3 years (as of 18 December 2025) to reactivate before dissolution proceedings begin. 18 December 2026 — one year from law entry into force; ANAF must file dissolution requests for inactive companies with tax debts that have not reactivated.
How to prevent fiscal inactivity
The most effective approach is to maintain an ongoing compliance routine. This means filing annual financial statements on time every year, maintaining a valid Romanian bank account throughout the company's existence, keeping the registered office address current and ensuring ANAF can contact the company at that address, filing all periodic tax returns (VAT, CIT/micro-enterprise tax, payroll contributions) by the statutory deadlines, and monitoring any correspondence from ANAF and responding promptly. For companies that have not been active since incorporation, filing a declaration of inactivity with ANAF within 60 days from the end of the financial year can prevent the automatic inactivity trigger.
How we can help
Mihai Attorneys provides ongoing compliance monitoring through our corporate secretarial retainer packages, which include a compliance calendar with deadline reminders, coordination with your accountant on financial statement filings, Trade Register health checks, and ANAF liaison services. If your company has already been declared fiscally inactive, we can assess the situation, prepare the reactivation file, coordinate with ANAF, and restore your company to active status. You can verify your company's current ANAF status using our free company verification tool.
Contact us at alin.mihai@mihaiattorneys.com or through our contact page — we respond within 12 hours.
We handle all recurring compliance obligations through our Corporate Secretarial Services.
