Romania Share Capital Increase 2026: The Mandatory RON 5,000 Requirement Explained
Law No. 239/2025 — the corporate dimension of Romania's "Fiscal Package 2" — entered into force on 18 December 2025 and reinstated minimum share capital requirements for limited liability companies (SRLs) for the first time since the liberalisation of 2020. The change is not cosmetic. For any SRL whose net turnover exceeds RON 400,000 (approximately €80,000), share capital must now be at least RON 5,000. Companies that fail to comply risk court-ordered dissolution.
This guide explains exactly who is affected, what the deadlines are, how the increase is executed at the Trade Register, and what happens if you do nothing.
What Changed and Why
Between 2020 and 2025, Romanian SRLs could be incorporated with a share capital as low as RON 1 — roughly €0.20. This was intended to encourage entrepreneurship, but in practice it fuelled a wave of undercapitalised shell companies used for fraud, debt trading, and insolvency avoidance. Law 239/2025 reverses that policy by introducing two capital thresholds.
For newly incorporated SRLs registered from 18 December 2025 onward, the minimum share capital is RON 500 (approximately €100). This applies at incorporation regardless of projected turnover or activity.
The second threshold is more consequential: any SRL — new or existing — whose net annual turnover exceeds RON 400,000 (approximately €80,000) must hold share capital of at least RON 5,000 (approximately €1,000). The turnover is measured based on annual financial statements submitted to ANAF. Once the threshold is triggered, the obligation is permanent — even if turnover subsequently falls below RON 400,000, the share capital cannot be reduced back.
The stated objectives of the reform, according to the explanatory memorandum, are to restore a minimal financial buffer that enhances creditor protection, reduce the number of companies created for abusive purposes, and strengthen confidence in the Romanian business environment.
Who Is Affected
The RON 5,000 requirement applies to every SRL whose net turnover has exceeded RON 400,000 in any financial year, based on the annual financial statements filed with the Ministry of Finance and reported to ANAF. In practice, this captures a large proportion of active Romanian companies. An SRL generating approximately €80,000 in annual revenue — a modest threshold by most standards — is already subject to the new rule.
Companies that were incorporated before 18 December 2025 and currently have share capital below RON 5,000 but turnover above the threshold must comply within the transitional period. Newly incorporated SRLs (from 18 December 2025) that start with RON 500 share capital but grow beyond the turnover threshold must increase their capital by the end of the financial year following the year in which turnover first exceeded RON 400,000.
Companies whose turnover has never exceeded RON 400,000 are not required to increase beyond the RON 500 minimum. PFA (authorised individuals) and other structures that do not have share capital are unaffected.
Deadlines
There are two distinct deadline scenarios depending on when the company was incorporated and when the turnover threshold was crossed.
For existing SRLs (incorporated before 18 December 2025) whose turnover already exceeds RON 400,000, Law 239/2025 grants a two-year grace period from the date of entry into force. The deadline is 18 December 2027. By that date, the share capital must be at least RON 5,000 and the amendment must be registered with the Trade Register.
For SRLs that first exceed the threshold after 18 December 2025, the share capital must be increased by the end of the financial year following the year in which the threshold was exceeded. In practice, for a company whose 2025 financial statements (filed in 2026) show turnover above RON 400,000, the deadline would be 31 December 2026. For a company first exceeding the threshold in 2026 (reflected in 2026 financial statements filed in 2027), the deadline would be 31 December 2027.
Key dates at a glance:
18 December 2025 — Law 239/2025 entered into force. All new SRL incorporations require RON 500 minimum share capital.
31 December 2026 — Deadline for SRLs that first exceeded the RON 400,000 turnover threshold in the 2025 financial year. Also the last date to benefit from the 50% discount on Official Gazette publication fees for share capital increases.
25 September 2026 — CAEN Rev. 3 reclassification deadline — relevant if you plan to bundle the capital increase with a CAEN update in a single filing.
18 December 2027 — Deadline for all existing SRLs (incorporated before 18 December 2025) that were already above the RON 400,000 turnover threshold.
How to Increase Share Capital: The Procedure
The share capital increase for an SRL is governed by Companies Law No. 31/1990 and is executed through the Trade Register (ONRC). The process involves several steps.
Step 1: General Meeting of Associates (GMA) Resolution. The associates must adopt a resolution approving the share capital increase, specifying the new capital amount, the method of increase, and the deadline for contributions. For a sole associate SRL, a sole shareholder decision replaces the GMA resolution.
Step 2: Execute the capital contribution. Romanian law permits three methods. The most common is a cash contribution: the additional capital is deposited into the company's bank account, and the bank issues a deposit confirmation. The second method is a contribution in kind — non-cash assets (real estate, equipment, IP) contributed to the company, which requires an independent expert valuation appointed by the Trade Register. The third method is the conversion of liquid, exigible debts — typically shareholder loans — into equity, which requires financial statements and a corresponding balance sheet to support the conversion. This third method is particularly relevant under the new rules, since Law 239/2025 also introduces mandatory debt-to-equity conversion for companies with net assets below 50% of share capital that have outstanding shareholder loans for more than two years.
Step 3: Update the Articles of Association to reflect the new share capital, the new nominal value of social parts, and any changes to the shareholder structure if new associates are admitted.
Step 4: File with the Trade Register. According to ONRC, the registration package for a share capital increase by cash contribution includes the registration application (form 11-10-150), the GMA resolution or sole shareholder decision, evidence of payment of the contributions (bank deposit confirmation), the updated Articles of Association, a declaration on the beneficial owner, and evidence of payment of the Official Gazette publication fee. The Trade Register processes the application within one working day from the date of registration.
Documents Required
For a share capital increase by cash contribution at the Trade Register, the required documents are: the registration application (ONRC form 11-10-150), the GMA resolution or sole shareholder decision approving the capital increase, proof of deposit of the cash contribution into the company's bank account, the updated (consolidated) Articles of Association, a declaration on the beneficial owner (UBO declaration), proof of payment of the Official Gazette publication fee, and — if applicable — identity documents of any new shareholders, a power of attorney for the representative filing the application, and fiscal record information for natural persons (obtained ex officio by the Trade Register from ANAF).
For increases by contribution in kind, an expert valuation report is additionally required. For increases by debt conversion, the supporting financial statements and balance sheet must be included.
What Happens If You Don't Comply
The consequences of non-compliance are severe and progressive.
Under Article VI paragraph (8) of Law 239/2025, if an SRL fails to meet the minimum share capital requirement by the applicable deadline, any interested party or the Trade Register itself may petition the court for dissolution of the company. The court will not order dissolution if the company regularises the situation before a final ruling — but this is a remedial escape, not a safe planning strategy.
Beyond dissolution risk, companies that ignore the new capital rules may face related enforcement actions. ANAF monitors turnover through annual financial statement filings. A company that has clearly exceeded the threshold but has not increased its share capital may attract scrutiny, particularly if it also has outstanding tax liabilities.
Additionally, Law 239/2025 introduces separate fines and restrictions for companies with impaired net assets. If a company's net assets fall below 50% of its subscribed share capital, it cannot distribute dividends, cannot repay shareholder loans, and faces fines of RON 10,000 to 200,000 if it fails to restore net assets by the end of the following financial year. If the shortfall persists for two consecutive years and the company has outstanding shareholder loans, those loans must be mandatorily converted into equity — with fines of RON 40,000 to 300,000 for non-compliance with the conversion.
Practical Considerations for Foreign-Owned Companies
For foreign shareholders and parent companies managing Romanian SRLs remotely, several practical points deserve attention.
The cash contribution for a capital increase must be deposited into the company's Romanian bank account. Since Law 239/2025 also requires all Romanian legal entities to maintain a bank or treasury account (with non-compliance leading to fiscal inactivity), this is now a baseline requirement regardless. Foreign shareholders who do not have access to the company's banking should coordinate with their Romanian counsel or administrator to ensure the deposit is executed and documented.
The GMA resolution or sole shareholder decision can be executed remotely — there is no requirement to physically appear in Romania. However, the signature requirements and notarisation or apostille obligations depend on the specific Trade Register office and the nationality of the signatory. We handle these formalities routinely as part of our corporate secretarial services.
Companies should consider bundling the share capital increase with other pending Trade Register amendments. If you also need a CAEN Rev. 3 reclassification (deadline: 25 September 2026), a director mandate renewal, or a registered office change, these can all be filed in a single application — saving time and government fees.
The 50% discount on Official Gazette publication fees for share capital increases filed before 31 December 2026 provides a tangible financial incentive to act early rather than waiting until the last moment.
How We Can Help
At Mihai Attorneys, we handle share capital increases for Romanian SRLs as a routine Trade Register operation. The process — from drafting the GMA resolution to filing the updated Articles of Association — is covered under our Enhancement and Complete corporate secretarial retainer packages, or can be engaged as a standalone fixed-fee operation.
If you are unsure whether your company is affected, or if you want to bundle the capital increase with other pending amendments (CAEN reclassification, director mandate renewal, registered office change), contact us for a free compliance review. We will assess your current Trade Register status and recommend the most efficient path to compliance — we respond within 12 hours.
You can also verify your company's current fiscal status using our free ANAF verification tool, or screen a business partner through our free Business Partner Risk Check.
