Romania Share Capital Increase 2026: The Mandatory RON 5,000 Requirement Explained
A Romanian SRL incorporated on or after 18 December 2025 must have share capital of at least RON 500, approximately EUR 100. Any SRL, whether new or already registered, whose net turnover exceeds RON 400,000 in a financial year must hold share capital of at least RON 5,000, approximately EUR 1,000. Companies that were already above the turnover threshold when the law took effect have until 18 December 2027. Companies that cross it afterwards must increase by the end of the financial year following the one in which it was crossed. A company that does not comply may be dissolved on the application of any interested party or of the Trade Register itself.
What Law 239/2025 changed
Between 2020 and 2025 a Romanian SRL could be incorporated with share capital of RON 1, which is about twenty euro cents. The intention was to lower the barrier to enterprise. The effect, in a proportion of cases large enough to attract the legislature's attention, was a population of companies with no assets at all, used to incur obligations that were never going to be met.
Law No. 239/2025, which entered into force on 18 December 2025, reinstates a minimum. It does so at two levels. A company incorporated from that date must subscribe at least RON 500. Separately, and this is the provision that affects the greater number of companies, any SRL whose net turnover in a financial year exceeds RON 400,000, approximately EUR 80,000, must hold capital of at least RON 5,000.
Turnover is taken from the annual financial statements filed with the Ministry of Finance, so the obligation is triggered by a figure the company itself has reported and the authorities already hold. It is not a matter that turns on any assessment or notification. Once the threshold has been crossed, the requirement does not fall away in a later year in which turnover is lower.
| Position of the company | Capital required | Deadline |
|---|---|---|
| Incorporated on or after 18 December 2025 | RON 500 on incorporation | At registration |
| Turnover already above RON 400,000 when the law took effect | RON 5,000 | 18 December 2027 |
| Turnover first exceeds RON 400,000 in the 2026 financial year | RON 5,000 | 31 December 2027 |
| Turnover first exceeds RON 400,000 in a later year | RON 5,000 | End of the following financial year |
| Turnover has never exceeded RON 400,000 | RON 500, or the capital already subscribed | No action required |
What a founder should subscribe at incorporation
The statutory minimum for a new company is RON 500, and a founder is entitled to subscribe exactly that. Whether it is sensible to do so is a different question, and it turns on a projection the founder is usually in a position to make.
A company that expects to invoice more than RON 400,000, approximately EUR 80,000, within its first two or three years will reach the RON 5,000 threshold in the ordinary course. Subscribing RON 500 at incorporation and increasing later means a second Trade Register filing, a shareholders' resolution, an amended constitutional document, a further Official Gazette publication and, for a foreign shareholder, a second round of correspondence over the bank deposit. Subscribing RON 5,000 at the outset, which is a difference of approximately EUR 900 in capital that remains the company's own money and is not a fee, avoids the exercise entirely.
There is a second consideration that has nothing to do with the statute. Romanian banks, landlords and larger commercial counterparties see the subscribed capital on the Trade Register extract, and a company capitalised at RON 500 reads differently from one capitalised at RON 5,000 or more. In our experience the effect is most noticeable at the account opening stage, where the compliance function of a Romanian bank is forming a view of a foreign owned company it has no other information about.
The point at which this is decided is the incorporation file itself. Our company formation service sets out the scope of the engagement, and the capital level is one of the matters settled at the outset rather than revisited. The wider procedure, including the registered office, the CAEN codes and the bank account, is set out in our guide to incorporating a Romanian company.
How the increase is effected
The increase is a Trade Register operation under Companies Law No. 31/1990 and, for a straightforward cash contribution, it is not a complicated one.
The shareholders resolve to increase the capital, stating the new amount and the manner of the contribution; where there is a single shareholder, a decision of that shareholder takes the place of the resolution. The contribution is then made. Cash is the ordinary route and is paid into the company's Romanian account, against which the bank issues a confirmation. A contribution in kind is also available, and in a limited liability company the value is determined by the shareholders themselves rather than by any expert the registry appoints. Where a valuation report is called for, whether because the asset requires one or because the registrar asks for it, the evaluator is instructed by the company and the report accompanies the file. That route takes longer than a cash contribution and, for an increase of this size, rarely repays the effort. The conversion of a shareholder loan into equity is the third route, and it is worth noting that Law 239/2025 makes such a conversion compulsory in one case, namely where net assets have fallen below half the subscribed capital and a shareholder loan has been outstanding for more than two years.
The constitutional document is then amended to reflect the new capital and the new nominal value of the shares, and the file is lodged with the registration application, the resolution, the bank confirmation, the amended document, the beneficial ownership declaration and proof of the publication fee. The Trade Register ordinarily resolves the application within one working day of registration.
A shareholder outside Romania need not attend. The resolution is signed abroad and the file is lodged by the instructing lawyer under an împuternicire avocațială, which requires neither notarisation nor apostille. Where the shareholder is a foreign company rather than an individual, its own corporate documents will need to be apostilled and translated, which is the only part of the exercise that takes meaningful time.
Where other amendments are pending, they are best taken together. A CAEN Rev. 3 reclassification, a renewal of the director's mandate or a change of registered office can be filed in the same application, which saves both a fee and a cycle of correspondence. Our CAEN converter gives the mapping from the old codes to the new.
The consequences of doing nothing
Article VI paragraph 8 of Law 239/2025 provides that where a company does not meet the capital requirement by the applicable deadline, any interested party, or the Trade Register on its own initiative, may apply to the court for the company to be dissolved. The court will not order dissolution if the position has been regularised before judgment, which means the sanction is in practice recoverable, but it is not a position any company should allow itself to reach. Dissolution proceedings are a matter of public record and will be seen by the company's bank and its counterparties long before they are resolved.
Two further provisions of the same law operate independently of the capital threshold and are worth noting, because companies frequently meet them at the same time. Where net assets fall below half the subscribed capital, the company may not distribute dividends or repay shareholder loans, and a failure to restore the position by the end of the following financial year attracts a fine of between RON 10,000 and RON 200,000. Where the shortfall persists for two years and a shareholder loan remains outstanding, the conversion of that loan into equity is compulsory, and a failure to effect it attracts a fine of between RON 40,000 and RON 300,000.
A company that has fallen behind on its filings generally is at risk of a separate consequence, which is classification as fiscally inactive; the position and the route out of it are set out in our note on fiscal inactivity.
What is the minimum share capital for a Romanian SRL in 2026?
RON 500, approximately EUR 100, on incorporation. The figure rises to RON 5,000, approximately EUR 1,000, for any company whose net turnover in a financial year exceeds RON 400,000.
Does the capital have to stay in the company's account?
No. Share capital is not a reserve that must be held on deposit. Once the increase is registered the funds form part of the company's working capital and may be applied to its ordinary expenditure. What the company cannot do is reduce the registered capital below the applicable minimum.
If turnover falls back below RON 400,000, can the capital be reduced again?
No. The obligation attaches once the threshold has been crossed and does not lapse in a later year in which turnover is lower.
Must a foreign shareholder come to Romania for the increase?
No. The resolution is signed wherever the shareholder is, and the file is lodged by the instructing lawyer under an attorney's mandate, which requires neither notarisation nor apostille. Where the shareholder is a foreign company, its own corporate documents must be apostilled and translated, and that is the part of the exercise to allow time for.
How long does the Trade Register take?
The application is ordinarily resolved within one working day of registration. The preparatory work, in particular the bank deposit and, for a corporate shareholder, the apostilled documents, is what determines the overall timetable.
Should a new company subscribe RON 5,000 from the outset?
Where the company is expected to invoice more than RON 400,000 within its first few years, subscribing RON 5,000 at incorporation avoids a second Trade Register filing later. The additional amount is capital, not expenditure, and remains the company's own funds. Where the activity is genuinely small in scale, RON 500 is sufficient and there is no reason to subscribe more.
We advise founders and corporate groups established outside Romania on the incorporation of Romanian companies and on the filings that follow. Capital increases are among the more routine of these filings. In many cases, however, they could have been avoided altogether by addressing the company’s funding requirements at the outset. Getting this right at incorporation can save a further filing, additional cost and unnecessary administration later on.
Our company formation service and our corporate secretarial service each set out the scope of the engagement and the fee.
