How to Increase the Share Capital of a Romanian SRL in 2026 — Procedure, Documents, Costs
In Brief
A share capital increase for a Romanian limited liability company is processed by the Trade Register within one working day. The fastest method — a cash contribution — takes three to five working days from signed resolution to updated registry entry. No notary is required. No physical presence in Romania is required. Four methods are available. Each carries different documentation, different valuation obligations, and different tax consequences. Since 18 December 2025, one of these methods may no longer be optional.
The Regulatory Position
Law No. 239/2025 entered into force on 18 December 2025. It reinstates minimum share capital requirements for limited liability companies for the first time since 2020. Two thresholds now apply.
First threshold: newly incorporated SRLs must hold share capital of at least RON 500 (approximately EUR 100).
Second threshold: any SRL — whether newly incorporated or pre-existing — whose net annual turnover exceeds RON 400,000 (approximately EUR 80,000) must maintain share capital of at least RON 5,000 (approximately EUR 1,000). The obligation is triggered by the annual financial statements filed with the Ministry of Finance. Once triggered, it is permanent. A subsequent decline in turnover does not release the company from the requirement.
Failure to comply exposes the company to dissolution proceedings initiated by any interested party or by the Trade Register itself. The court will not order dissolution if the company regularises the position before a final ruling — but reliance on this remedial mechanism is not a substitute for timely compliance.
Two deadlines govern the transition.
18 December 2027 — for SRLs incorporated before 18 December 2025 whose turnover already exceeds the threshold.
End of the financial year following the year in which the threshold was first exceeded — for SRLs that cross the threshold after 18 December 2025. In practical terms, for a company whose 2025 financial statements first show turnover above RON 400,000, the deadline is 31 December 2026.
A detailed analysis of who is affected and how the threshold is calculated is set out in our separate note: Romania SRL Share Capital — RON 5,000 Rule: Who Must Act.
The present guide addresses the mechanics: how to execute the increase, irrespective of the reason.
Available Methods
Companies Law No. 31/1990 provides four methods for increasing the share capital of an SRL.
Method 1 — Cash Contribution
The shareholders deposit additional funds into the company’s Romanian bank account. The share capital increases by the deposited amount. No valuation is required. No creditor opposition period applies. No publication beyond the standard Official Gazette notice is necessary. This is the simplest and fastest route. It is appropriate where the objective is compliance with the RON 5,000 threshold, balance sheet strengthening, or preparation for a financing application.
Method 2 — Contribution in Kind
A shareholder contributes a non-cash asset — real estate, equipment, intellectual property, a vehicle, receivables from third parties. The asset must be valued by an independent expert appointed by the shareholders. The nominal increase in share capital cannot exceed the fair market value determined by the expert. Where the contribution consists of immovable property, land registry formalities apply in addition to the Trade Register filing.
Method 3 — Capitalisation of Reserves, Profits, or Share Premiums
The company reclassifies its own internal resources — retained earnings, statutory reserves (legal reserves cannot be capitalised), or share premiums — from equity reserves into subscribed share capital. No external contribution enters the company. The balance sheet changes; the bank account does not. This method requires supporting financial statements and is appropriate where the company already holds the financial substance but needs to reflect it in the subscribed capital line.
Method 4 — Conversion of Liquid, Exigible Debts
A creditor of the company — typically a shareholder who has advanced a loan — converts the receivable into equity. The debt must be liquid (precisely determined) and exigible (currently due and payable). Financial statements and a corresponding balance sheet confirming the existence and quantum of the debt must be filed with the application. This method has acquired particular significance under Law 239/2025: where a company’s net assets have fallen below 50% of subscribed share capital for two consecutive years and the company has outstanding shareholder loans older than two years, conversion of those loans into equity is mandatory. Non-compliance attracts fines of RON 40,000 to RON 300,000.
| Factor | Cash | In-Kind | Reserves / Profits | Debt Conversion |
|---|---|---|---|---|
| Timeline | 3–5 days | 3–6 weeks | 5–10 days | 5–10 days |
| Valuation required | No | Yes — independent expert | No | No |
| Notarisation required | No | Yes — if immovable property | No | No |
| New cash enters company | Yes | Asset enters | No — internal reclassification | No — debt extinguished |
| Financial statements needed | No | No | Yes | Yes |
| Creditor opposition period | None | None | None | None |
| Tax consequence | None | VAT analysis if immovable | Deferred — 8% WHT crystallises on exit | None if at face value |
| Best for | Compliance, balance sheet | Asset structuring | Companies with retained earnings | Companies with shareholder loans |
Procedure
The following steps apply to all four methods. Material variations are noted.
1. Resolution. The General Meeting of Associates adopts a decision approving the increase. For a sole-associate SRL, the resolution takes the form of a sole shareholder decision. The document must specify: the total amount of the increase, the method, the deadline for contribution (where applicable), the new total share capital, the updated nominal value per social part, and the identity and contribution of any incoming shareholder. The resolution is executed under private signature — notarisation is not required under Romanian law for this category of amendment. The exception is a contribution in kind consisting of immovable property (land or buildings): in that case, Art. 36(2) of Companies Law No. 31/1990 requires the amending document to be executed in notarised (authentic) form. Where the signatory is abroad, the document may require apostillation depending on the practice of the relevant Trade Register office; where notarisation is required for an immovable contribution, the foreign shareholder must execute the document before a notary in their country of residence, followed by apostillation.
2. Contribution. For cash: transfer the funds to the company’s Romanian bank account and obtain a formal deposit confirmation issued by the bank. A transfer instruction, a SWIFT message, or a screenshot of online banking is not sufficient. The bank must confirm that the funds have been credited. For in-kind: the shareholders appoint an independent expert who conducts the valuation, and the ownership transfer documentation is prepared. For reserves or profit capitalisation: the supporting financial statements are prepared or confirmed. For debt conversion: the financial statements, balance sheet, and document proving the receivable are assembled.
3. Updated Articles of Association. The Act Constitutiv is redrafted to reflect the new share capital, the new nominal value of each social part, and the updated shareholder structure. A consolidated version must be filed — the Trade Register does not accept amendments by reference. The updated articles must be legible, typed in Times New Roman 12, 1.5 line spacing, with no handwritten additions.
4. Beneficial Owner Declaration. A declaration on the beneficial owner is filed with the application regardless of whether the UBO structure has changed. This is a formal requirement attached to every capital-modifying amendment.
5. Filing. The registration package is submitted to the Trade Register office. Under Article 85 of Law No. 265/2022, the application may be submitted to any Trade Register office in Romania, though standard practice is to file with the office having jurisdiction over the registered office. Submission may be made in person, by post or courier, or electronically with a qualified electronic signature. The registrar processes the application within one working day.
6. Publication. The amendment is published in Part IV of the Official Gazette of Romania. The publication fee is payable at filing. A 50% discount on publication fees for capital increases remains available until 31 December 2026.
We assess your Trade Register status and confirm whether bundling with other amendments is appropriate.
Day 0GMA resolution, updated Articles of Association, UBO declaration, ONRC form. Sent to you for signature.
Day 1Sign the resolution remotely. Wire the capital contribution to the company's Romanian bank account. Obtain the bank's deposit confirmation.
Day 1–3Complete package submitted to ONRC. The registrar processes within one working day.
Day 3–4You receive the new certificat constatator reflecting the increased share capital. Amendment published in Official Gazette.
Day 4–5Documents Required
Cash contribution:
Registration application (ONRC form 11-10-150). GMA resolution or sole shareholder decision. Bank deposit confirmation. Updated Articles of Association. Declaration on beneficial owner. Proof of payment of Official Gazette publication fee. If applicable: identity documents for new shareholders (natural persons), registration documents for new shareholders (legal persons), declaration of the foreign individual that they are not fiscally registered in Romania, fiscal record information for natural persons (obtained ex officio by ONRC from ANAF), power of attorney for the filing representative.
In-kind contribution:
All documents above, plus: expert valuation report (from the independent expert appointed by the shareholders). Evidence of ownership of the contributed asset. Land registry extract (extras de carte funciara) if the asset is immovable property.
Capitalisation of reserves, profits, or share premiums:
All documents from the cash-contribution list, except the bank deposit confirmation. In its place: the company’s financial statements and balance sheet supporting the reclassification.
Debt-to-equity conversion:
All documents from the cash-contribution list, except the bank deposit confirmation. In its place: financial statements, the corresponding balance sheet, and the document proving the existence of the receivable (loan agreement, account statement, or acknowledgment of debt).
Costs
There is no ONRC registration fee. The only government fee is the Official Gazette publication fee: approximately RON 185 per manuscript page (2,000 characters including spaces) at the standard rate. The 50% discount applicable to capital increases filed before 31 December 2026 effectively halves this cost.
Expert valuation fee (in-kind contributions only): determined by the expert appointed by the shareholders. Standard range for equipment and vehicles: RON 500 to RON 3,000. Real estate and complex IP: significantly higher.
Professional fees for legal drafting, coordination, and filing: determined by complexity. A sole-associate cash-contribution increase is a fixed-fee operation. A multi-associate increase admitting a new shareholder with an in-kind contribution and cross-border coordination is priced accordingly.
Timeline
Cash contribution: 3 to 5 working days. This assumes the bank deposit confirmation is obtained promptly. The Trade Register itself processes the application within one working day.
Contribution in kind: 3 to 6 weeks. The timeline is governed by the expert’s availability and valuation process.
Capitalisation of reserves or debt conversion: 5 to 10 working days. Dependent on the availability of current financial statements.
Tax Treatment
Cash contribution. No corporate income tax. No VAT. The contribution is a capital transaction. The deposited amount increases the fiscal value of the shareholder’s social parts — relevant only upon future disposal.
Contribution in kind. VAT treatment depends on the nature of the asset and the VAT status of the contributor. Where the asset transfer qualifies as a transfer of a going concern (TOGC) or where the asset is outside the scope of VAT, no VAT is charged. Where the contributor is VAT-registered and the contributed asset is within scope (e.g. new real estate), VAT analysis is required on a case-by-case basis. The expert valuation must reflect fair market value; ANAF may scrutinise discrepancies between declared value and market value.
Capitalisation of reserves or profits. No immediate tax at company level. However, capitalisation does not extinguish the latent dividend withholding tax (currently 8%). The tax crystallises upon disposal of the social parts or upon dissolution and distribution. This distinction is frequently misunderstood. Capitalising retained earnings defers the tax; it does not eliminate it.
Debt-to-equity conversion. No taxable income for the company if converted at face value. If converted at a discount — the shareholder accepts social parts with a nominal value lower than the face value of the converted loan — the forgiven amount may constitute taxable income for the company. If converted at a premium, the excess is treated as a share premium.
Practical Considerations for Foreign Shareholders
The cash deposit must be made into the company’s Romanian bank account. Law 239/2025 requires all Romanian legal entities to maintain a payment account with a Romanian payment service provider. If the company does not yet have an operational account, the capital increase cannot proceed until one is opened. Our guide on opening a bank account for a Romanian SRL addresses this prerequisite.
All documents can be prepared and signed remotely. The resolution is signed by the shareholder in their country of residence. If the Trade Register office requires an apostille, it is obtained from the competent authority in that country. We handle the coordination, filing, and follow-up entirely from our side.
Where multiple Trade Register amendments are due — a CAEN Rev. 3 reclassification (deadline: 25 September 2026), a director mandate renewal, a registered office change — they should be bundled into a single filing. This reduces fees, eliminates sequential processing delays, and prevents one pending amendment from blocking the next. See our guide on CAEN Rev. 3 reclassification.
Where the capital increase involves the admission of a new shareholder who acquires a controlling stake, the ANAF notification requirements introduced by Law 239/2025 for controlling-stake transfers may apply concurrently. Our guide on share transfers in a Romanian SRL covers the interaction between these obligations.
Filing Errors That Cause Rejection
The Trade Register does not request clarification. It rejects.
Absent bank confirmation. The most common error. A wire transfer instruction or a pending-transaction screenshot is not accepted. The bank must issue a formal confirmation that funds have been credited to the company’s account. The document must exist before filing.
Missing UBO declaration. Required with every capital-modifying amendment, regardless of whether the beneficial ownership structure has changed. Omission results in rejection.
Unconsolidated Articles of Association. The Trade Register requires a full, updated version of the Act Constitutiv reflecting all historical amendments and the current increase. A resolution alone, or a “tracked changes” version, is not accepted.
Breach of the 15-day filing window. Article 88 of Law No. 265/2022 requires the application to be filed within 15 days of the resolution date. Exceeding this window does not prevent registration but attracts an administrative fine.
Incorrect form. Form 11-10-150 is the amendment form. Form 11-10-112 is for incorporations. Using the wrong form results in automatic rejection.
The Trade Register does not issue a deficiency notice. If any document is missing or any form is incorrect, the entire application is rejected. A new application must be submitted from scratch. Each rejection adds 5–10 working days to the timeline and may breach the 15-day filing window, triggering an administrative fine. Professional preparation eliminates this risk entirely.
Interaction with Other Regulatory Obligations
A capital increase may interact with other compliance deadlines and regulatory requirements currently in force.
If the company’s CAEN codes have not been reclassified to Rev. 3 (deadline: 25 September 2026), the Trade Register may process the capital increase but may also flag the outstanding reclassification obligation. Bundling both amendments in one filing eliminates this friction.
If the company has not filed its annual financial statements for the most recent year, ANAF may have already initiated a fiscal inactivity procedure. A fiscally inactive company faces restrictions on Trade Register filings. The inactivity must be resolved first. See our note on fiscal inactivity in Romania.
If the company’s net assets are below 50% of its current share capital, the capital increase alone may not resolve the underlying issue. Law 239/2025 prohibits dividend distributions and shareholder loan repayments in this scenario, and imposes fines of RON 10,000 to RON 200,000 if the position is not restored by the end of the following financial year. A capital increase addresses the denominator (share capital) but not necessarily the numerator (net assets). If the impairment is driven by accumulated losses, the losses must also be addressed — through profit generation, reserve capitalisation, or debt conversion.
If your company has other pending Trade Register amendments, filing them together saves time and government fees. Sequential filings create queues — ONRC will not process a new application while a previous one is under review.
Next Steps
If a capital increase is required — whether by operation of law or by commercial decision — the most efficient path is to determine the appropriate method, prepare the full document package in advance, execute the contribution, and file.
We handle this as a routine corporate secretarial operation. The engagement typically proceeds as follows: you confirm the method and amount; we draft the resolution, update the articles, and prepare the UBO declaration; you sign and return the documents and execute the bank deposit; we file with the Trade Register and deliver the updated certificate.
For a preliminary assessment of your company’s current position — including whether the RON 5,000 obligation applies, whether other amendments are due, and whether bundling is appropriate — contact us. No charge for the initial assessment. Response within 12 hours.
Verify your company’s fiscal status now with our free ANAF Company Verification tool. Screen a business partner with our AI Business Partner Risk Check. Search Romanian court records at dosare.mihaiattorneys.com.
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FAQ Schema:
Q: Can I increase the share capital of my Romanian SRL without travelling to Romania?
A: Yes. The resolution is signed remotely, the contribution is wired internationally, and the filing is managed by your authorised representative. No physical presence is required at any stage.
Q: How quickly can the Trade Register process a share capital increase?
A: The registrar processes the application within one working day of submission. The complete operation — from resolution to updated certificate — takes three to five working days for a cash contribution.
Q: Is notarisation required?
A: Not for cash contributions, capitalisation of reserves, or debt-to-equity conversion — the resolution is executed under private signature. However, if the share capital increase involves a contribution in kind consisting of immovable property, Art. 36(2) of Companies Law No. 31/1990 requires the amending document to be executed in notarised (authentic) form.
Q: What is the minimum share capital for a Romanian SRL in 2026?
A: RON 500 at incorporation. RON 5,000 for any SRL whose net annual turnover exceeds RON 400,000, under Law No. 239/2025.
Q: What are the consequences of non-compliance with the RON 5,000 requirement?
A: Any interested party, or the Trade Register itself, may petition the court for dissolution. Dissolution will not be ordered if compliance is achieved before a final ruling — but the proceedings themselves carry cost, distraction, and reputational risk.
Q: Can I capitalise shareholder loans instead of depositing new cash?
A: Yes, provided the loan is liquid (precisely determined in amount) and exigible (currently due and payable). Financial statements confirming the debt must be filed with the Trade Register application.
