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Romanian Tax Regimes in 2026: A Legal and Fiscal Overview

How Dividend Tax Works for a Romanian SRL in 2026

The dividend withholding tax rate for distributions made on or after 1 January 2026 is 16%, up from 10% in 2025 and from 8% in 2024. The rate applies uniformly to Romanian-resident individual shareholders and to non-resident corporate and individual shareholders, subject to treaty relief or the EU Parent-Subsidiary Directive (see below).

The taxable base is the gross dividend declared by the general meeting, before any withholding. The tax is withheld by the distributing SRL and paid to ANAF by the 25th day of the month following the distribution, together with the D100 declaration. An annual recap is filed via D205 by the last day of February of the following year.

Two structural points that the calculator above cannot display but which matter for cross-border founders:

EU parent companies holding at least 10% of the Romanian SRL for at least one uninterrupted year are exempt from the 16% withholding under Directive 2011/96/EU (Parent-Subsidiary Directive), provided they furnish a tax-residence certificate and a beneficial-ownership declaration. The exemption is self-executing — the SRL must simply hold the documentation at the time of distribution.

Non-EU parents and individual shareholders rely on Romania's network of double-tax treaties. Typical reduced rates: 5% for Germany, the Netherlands, France, and Austria; 10% for the United States and the United Kingdom (post-Brexit). Treaty relief requires a valid tax-residence certificate issued for the year of distribution.

A common trap: a Romanian founder who also holds the SRL personally pays the full 16% on every distribution with no relief available. For founders expecting distributions above €100,000 per year, a holding structure in an EU jurisdiction (most commonly Netherlands, Cyprus, or Luxembourg) can legitimately eliminate Romanian withholding — but only if substance and beneficial-ownership tests are met. We cover these structuring questions in our company incorporation guide.

SRL Micro-Enterprise vs. SRL Profit: The Real Decision Framework

The 1% micro-enterprise regime is the single most attractive fiscal instrument available to Romanian businesses — but it has become progressively narrower. As of 2026, an SRL qualifies for the 1% regime only if all of the following apply:

• Annual turnover does not exceed €250,000 (threshold dropping to €100,000 from 1 January 2027).
• The SRL has at least one full-time employee (or director with a labour contract).
• Shareholders do not hold more than 25% in more than one micro-enterprise.
• The company does not derive more than 20% of revenue from consulting, management, HORECA, or certain regulated activities (banking, insurance, gambling, capital markets).

The calculator compares SRL Micro and SRL Profit side by side using your real numbers. Below are the three scenarios we see most often in practice:

PFA vs. SRL Micro: When Each Structure Actually Wins

A PFA (persoană fizică autorizată) is taxed at 10% income tax on net income (revenue minus documented business expenses), plus social contributions: CAS at 25% of a chosen base if annual net income exceeds 12 minimum gross wages, and CASS at 10% of a chosen base if annual net income exceeds 6 minimum gross wages. For 2026, CASS is capped at the equivalent of 72 minimum gross wages per year, which produces a hard ceiling on total social contribution cost — the key reason PFAs become competitive at higher incomes.

Three practical considerations the calculator does not surface:

Liability. A PFA has unlimited personal liability. Every asset you own personally — including real estate and savings in your name — can satisfy a judgment against the PFA. An SRL, by contrast, limits liability to the registered capital plus the specific case-law exceptions for fraud, undercapitalisation, and asset commingling. For any activity carrying meaningful contractual or regulatory exposure, the SRL is the correct answer regardless of the tax comparison.

Exit and sale. A PFA cannot be sold. Its value is the individual. An SRL can be sold, spun off, or contributed to a holding structure — see our analysis of share transfer rules for Romanian SRLs for the tax and procedural mechanics.

Credibility with counterparties. Foreign clients, landlords, banks, and public tenders frequently refuse to contract with a PFA. An SRL is recognised internationally as a limited-liability company equivalent. For founders with cross-border clients, this alone often outweighs the tax difference.

The PFA remains the correct structure for sole-practice liberal professions with low liability exposure (translators, designers, IT freelancers with framework agreements) and annual revenues below roughly €50,000, where the CASS cap has not yet triggered and the administrative simplicity outweighs the liability risk. For founders comparing all Romanian legal forms side by side, our full SRL vs SA vs PFA vs Branch comparison covers the complete decision framework.

Filing Deadlines and ANAF Compliance in 2026

Using the calculator correctly is only the first step. Meeting the filing calendar is what keeps the calculation from turning into a penalty notice. The key deadlines for 2026:

Monthly

D100 (tax withheld on dividends and other income) by the 25th of the following month. D112 (salaries and social contributions) by the 25th of the following month. SAF-T file (D406) monthly for large and medium taxpayers, quarterly for small taxpayers.

Quarterly

D100 for corporate income tax (SRL Profit) by the 25th of the month following the quarter. For Micro SRLs, the 1% tax is also declared and paid quarterly via D100.

Annually

D101 (corporate income tax return for SRL Profit) by 25 March of the following year. D205 (informative return on income withheld from individuals, including dividends) by the last day of February. PFA annual income declaration (D212) by 25 May of the following year. Annual financial statements for SRLs by 31 May (or 31 July for companies with a different fiscal year end).

Registration and operational deadlines

The mandatory bank account must be opened within 60 business days of Trade Register registration, failing which the SRL risks fiscal inactivity. Financial statements filed more than five months late also trigger fiscal inactivity. Both scenarios — and the reactivation procedure — are covered in our fiscal inactivity guide.

Five Structuring Mistakes That Turn a Good Calculation Into a Bad Outcome

1. Choosing Micro without securing the employee. The Micro regime requires at least one full-time employee (or a director on a labour contract) at all times. Losing the employee for more than 30 days automatically moves the SRL to the 16% profit regime for the entire fiscal year — retroactively. Founders who rely on subcontractors without a formal labour contract discover this only at year-end.

2. Paying dividends before a formal profit distribution decision. Every dividend must be preceded by a general meeting decision approving the financial statements and the distribution. Informal transfers from the SRL to the shareholder are recharacterised by ANAF as either salary (with full social contributions) or a shareholder loan (with deemed interest). Both outcomes are materially worse than a 16% dividend tax.

3. Mixing personal and business expenses on the PFA. Only documented, business-related expenses are deductible. Personal expenses run through the PFA are challenged during ANAF inspections and generate back taxes plus penalties of 0.02% per day plus a 15% sanction.

4. Ignoring the VAT registration threshold. VAT registration becomes mandatory when turnover exceeds RON 395,000 (~€80,000) in any 12-month rolling period. Registration from the first Romanian-taxable transaction is required for foreign entities without a Romanian establishment. Missing the threshold triggers retroactive VAT on all transactions above it, plus penalties.

5. Choosing structure based on tax alone. The €3,000–€10,000 of annual tax savings from picking the right regime is frequently dwarfed by a €50,000 legal exposure that the wrong structure created. The calculator optimises for tax; the lawyer optimises for total outcome. For any business expecting turnover above €200,000, regulated activity, employees, or external investors, the structural decision should be reviewed by counsel before the incorporation filing.

For founders ready to move from calculation to structuring, we offer fixed-fee Romanian SRL incorporation in 7 working days under Law 265/2022 — details on our incorporation packages page, or request a 15-minute consultation to validate your structure before filing.