Romania brings back minimum share capital for SRLs and restricts dividends when net assets fall
Romania's Law no. 239/2025, in force from 18 December 2025, amends the Companies Law. New limited liability companies (SRLs) need share capital of at least RON 500, and SRLs with net turnover above RON 400,000 need at least RON 5,000, with existing companies given until 18 December 2027. Companies whose net assets fall below half their share capital cannot pay dividends, and every company must hold a Romanian bank account.
Law no. 239/2025 on measures to recover and safeguard public resources, Romania's second fiscal package, also changes company law. Before it, an SRL could be set up with RON 1 of capital.
What changed
- Minimum capital: RON 500 for a new SRL. An SRL whose net turnover in the previous year exceeds RON 400,000 must have at least RON 5,000, by the end of the following financial year. Existing SRLs above the threshold have until 18 December 2027. A non-compliant company can be dissolved on application by an interested party or the trade register, unless it regularises before the final ruling.
- Net assets below half of capital: annual and interim dividends are barred until the position is fixed. Fines of RON 10,000 to 200,000 apply.
- Shareholder loans: while net assets are below half of capital, loans to or repayments to shareholders and affiliates are restricted. From 2027, if net assets are not restored within two years, shareholder loans must be converted into equity.
- Bank account: every company must hold at least one Romanian bank or treasury account, and new companies must open one within 60 business days.
- Change of control: transfers of control of an SRL must be notified to the tax authority (ANAF) within 15 days.
Who is affected
Romanian companies, especially SRLs, their shareholders and directors.
What to do
Check each SRL's capital against its turnover, its net asset position before any dividend, and that it holds a Romanian account.