Last reviewed 27 Dec 2024
Profit - for corporate tax payers / Income - for microenterprise tax payers.
Corporate tax: 16%; exceptions: night clubs, bars, discos, casinos pay the higher of 16% of the net profit and 5% of revenues.
Minimum turnover tax: Taxpayers who during the previous year record a so-called turnover higher than EUR 50 million will be subject to the minimum turnover tax. In cases where the corporate tax calculated by taxpayers for a given year is lower than the minimum turnover tax, the corporate tax due by these taxpayers will be equal to the minimum turnover tax.
The minimum turnover tax is calculated by applying a 0.5% rate to the amount of so-called turnover, which is determined as follows: total revenues minus exempted revenues (i.e. non-taxable revenue, revenue relating to the cost of stocks of goods/services in progress, revenue from subsidies, etc.) minus the accounting depreciation of assets acquired or produced as of 1 January 2024. The minimum turnover tax is determined before recovering any tax losses available from previous years. These provisions apply until 31 December 2026 inclusive, or until the last day of the modified fiscal year that ends in 2027 inclusive.
Special rules are provided for tax groups and taxpayers who apply the prepayment corporate tax system.
Additional tax on credit institutions: Credit institutions (Romanian companies and branches of foreign companies) will be subject to a 4% (so-called) turnover tax in addition to the corporate tax. This tax will be a non-deductible expense for corporate tax purposes.
The tax rates applicable to the so-called turnover-based specific tax due by credit institutions is set to increase as follows:
Additional tax on oil & gas companies: Companies operating in the oil and gas sectors pay an additional 0.5% tax on turnover. This tax is a non-deductible expense for corporate tax purposes. These provisions apply until 31 December 2026 inclusive, or until the last day of the modified fiscal year that ends in 2027 inclusive.
Microenterprise tax regime: Microenterprise income tax rate is 1% starting 1 January 2026.
Microenterprise tax applies for Romanian companies which fulfil the following conditions:
The microenterprise tax regime is optional; once a microenterprise switches to the corporate income tax regime, this latter regime will permanently apply.
Pillar II rules
General provisions:
Pillar Two regulations have been implemented in Romania and are applicable starting with 2024 financial year. Moreover, Romania has opted to apply the Qualified Domestic Minimum Top-up Tax (QDMTT) as of 1 January 2024.
As a general rule, the global minimum tax applies to multinational groups and large national groups that report consolidated revenues of EUR 750 million. This threshold is calculated based on the consolidated revenues reported in the group’s annual financial statements for at least 2 of the 4 fiscal years preceding the tested fiscal period.
Based on Pillar Two law, the global minimum tax rate is set at 15%. Provided that the effective tax rate (“ETR”) of a jurisdiction in which constituent entities are located is below 15% for a fiscal year, a top-up tax is due. We note that the top-up tax is computed on a jurisdictional basis.
Reporting and payment deadline:
The domestic top-up tax is declared and paid by the constituent entities or the designated constituent entities having their registered office in Romania to the competent tax authority, within no more than 15 months from the last day of the financial year-end. By exception, for the first reporting year (2024), the reporting and payment of the domestic top-up tax is due within 18 months from the last day of the financial year-end.
QDMTT Safe Harbour:
Pillar Two legislation allows for transitional safe harbor rules, which intend to provide relief for multinational groups in the initial years when Pillar Two is applicable. In Romania, the transitional safe harbour regime for Country-by-Country (CbC) reporting applies. This will allow multinational groups to consider the additional tax owed in Romania as nil (zero), provided that at least one of the following three tests are met:
Designated entity:
Romania permits multinational groups with multiple local constituent entities to designate one Romanian entity to file the GIR on behalf of all local entities. This centralized filing simplifies compliance and avoids duplication – i.e. only the designated entity will need to submit the return. If no designation is made, each Romanian constituent entity remains individually responsible for fulfilling the Pillar Two filing and payment obligations.
To benefit from this simplified mechanism, the group must elect and notify the designation within 6 months after the financial year-end (by exception, twelve months for FY2024).
Romanian legal entities, legal entities established according to European legislation, having their headquarters in Romania and foreign legal entities with the place of effective management in Romania on their worldwide income.
Branches and permanent establishments of foreign companies: on their Romanian-sourced income. Non-resident taxpayers carrying out activities in Romania through one or more permanent establishments are required to designate a permanent establishment to fulfill their corporate income tax obligations.
Calendar year. By exception, all Romanian companies and branches of foreign companies (except for credit institutions, non-banking financial institutions etc.) may choose a financial year that is different from the calendar year. Taxpayers that choose a financial year different from the calendar year can also opt for the fiscal year to correspond with the financial year.
Romanian listed companies and banks are required to apply IFRSs.
All other companies – generally double entry bookkeeping, as specified in Romanian Accounting Act (in line with EU Directives).
N/A
Possible: Starting with tax losses from 2024, tax losses are recoverable from annual taxable profits up to a limit of 70%.
Time limit: 5 consecutive years.
Tax losses carried forward from periods prior to 31 December 2023 are recoverable from subsequent annual taxable profits up to a limit of 70% for the remaining period of the 7 years.
Likely to be scrutinized based on substance over form principle; risks of the transaction being considered artificial.
Expenses incurred to procure, secure, or maintain the business.
For tax purposes, where a person has a direct or indirect interest of at least 25% in the share capital or the voting rights of one or more legal persons, then the parties involved are all associated parties.
Romanian legislation follows OECD transfer pricing guidelines. Prices charged in related-party transactions should be established on market terms (arm’s length basis). The following methods may be used in determining market prices for transactions between associated companies:
Special rules apply depending on the size of taxpayers (i.e. large, medium or small). Materiality thresholds are defined for three groups of entities and these will affect the deadline for the preparation of transfer pricing documentation and its content, as follows:
(i) Large taxpayers must prepare the transfer pricing file by the date of filing the annual corporate tax return (e.g. 25 June 2024 for the year 2023, unless they opted for a fiscal year different than the calendar year), if the value of related party transactions performed exceeds the following thresholds:
(ii) Large taxpayers whose related-party transactions fall below the upper thresholds and small and medium-sized taxpayers are required to prepare the transfer pricing file at the request of the tax authorities made during a tax audit and within the deadline established by the tax inspectors (i.e. 30-60 days, with a single 30-day extension), if the value of related party transactions performed exceeds the following thresholds:
(iii) If the values of the transactions fall below these thresholds, the taxpayers will need to document the arm’s length nature of their transactions during a tax audit, in line with the general accounting and tax provisions in force.
Each member of a fiscal group for profit tax purposes should prepare transfer pricing documentation.
Multinational groups of companies with consolidated revenues in excess of EUR 750 million are required to submit a Country-by-Country (CbC) Report. The obligation to file the CbC Report pertains to the ultimate parent company or designated reporting entity which resides in Romania for tax purposes.
Submission obligations:
Where a Romanian company is part of a multinational group but is not the parent company or designated reporting entity of the group, it is still required to notify the tax authorities in respect of its position within the group and the group’s reporting entity and tax jurisdiction. This notification is to be prepared by using the template provided in the legislation and submitted until the last day of the financial year of the group, but no later than the last day when the company is required to submit its corporate income tax return for the previous year.
Local entities that are part of a multinational group having a consolidated turnover of above EUR 750 million, will be subject to supplementary obligations as introduced by the Public CbC Reporting.
The entities which have to comply with the provisions of the Public CbC reporting are the following:
For reporting purposes, entities based in countries which are part of the European Economic Area are considered to be based in a Member State, and not in a third country.
The qualified entities are required to publish a report that contains a range of details, including a list of all subsidiary undertakings consolidated in the financial statements of the ultimate parent undertaking, a brief description of their activities and also a series of indicators (for each undertaking / branch) such as the total income (with a series of exclusions), the total accumulated income tax during the fiscal year, the gross amount of profit or loss, the number of employees, the amount of accumulated earnings at the end of the relevant financial year, etc.
Companies for which the fiscal year corresponds with the calendar year have the obligation to publish the report for the year 2025 until 31 December 2026.
Financing costs subject to deductibility restrictions limitations include a wide area of costs, such as: interest on financial leases, payments under profit participating loans, interest capitalized in the book value of an asset or the depreciation of capitalized interest, notional interest under derivative financial instruments, financing related commissions, foreign exchange variations etc. These financing costs represent net amounts, i.e. financial expenses less interest income and other similar income.
Financing costs may be deducted up to a limit of EUR 1,000,000 per fiscal year. The deductibility of the amounts exceeding this threshold is limited to 30% of the borrower’s gross profit, adjusted for certain items (minus non-taxable income, add back financing costs and tax depreciation).
Starting 2024, excess borrowing costs resulting from transactions/operations that do not finance the acquisition/production of assets in progress/assets with affiliated parties are deductible up to an annual threshold of EUR 500,000.
The ratio of the non-deductible exceeding borrowing cost related to transactions with third parties and / or affiliates financing the acquisition / production of construction in progress / eligible assets in the total non-deductible exceeding borrowing costs is determined prior to applying the 30% deductibility threshold.
Total excess borrowing costs incurred in a fiscal period from transactions carried out with affiliated and non-affiliated persons should not exceed the deduction threshold of EUR 1,000,000.
These deductibility restrictions do not apply for taxpayers which are not part of a group and have no affiliates or permanent establishments.
Interest arising from the acquisition of shares might be subject to the above financing costs deductibility or is fully non-deductible if the income obtained from the shares (i.e. dividends or capital gains) is non-taxable.
No legally defined limits.
Depreciation for accounting and tax purposes: straight-line, accelerated, or reducing balance method, depending on the type of asset (e.g. straight-line for buildings).
Annual depreciation: Depreciation is spread over a period of years (the enterprise chooses the depreciation period within the specified range, which depends on the category of the asset). Depreciation is claimed on a monthly basis, starting the month following the month of first use in the business (including in the first and in the last year of the useful life). Examples of assets subject to depreciation:
Non-depreciable assets:
Examples of tax allowable provisions include:
Bad debt provisions of up to 100% are allowable, provided certain conditions are met (one of the conditions to qualify for maximum allowance is that the bankruptcy/insolvency procedure of the client was opened).
Provisions for customer guarantees are allowable.
Provisions for impairment of depreciable fixed assets are allowable in the following situations:
1. assets which are destroyed as a result of natural disasters or other causes of force majeure
2. assets for which insurance contracts were concluded.
Depreciation over 4–6 years
Acquisition cost: no ceiling
Expenses (including non-deductible VAT) related to vehicles that have a maximum weight of 3,500 kg and no more than nine seats, that are used exclusively for business purposes or for certain types of activities (e.g. emergency services, cab services, driving schools, vehicles used by sales / acquisition agents etc.), are fully deductible for profit tax purposes.
Otherwise, these expenses (excluding depreciation) are only 50% deductible for profit tax purposes.
The VAT deduction right related to the acquisition of such vehicles and for other car related expenses (e.g. fuel, spare parts) of these vehicles is also limited to 50%, under the same conditions.
Depreciation expenses are deductible up to the limit of RON 1,500/month, unless the vehicle falls under one of the categories for which car related expenses are fully deductible (e.g. vehicles used for emergency services, sales agents etc.).
The provisions also apply in the case of rental/leasing of vehicles.
Expenses which are not incurred for business purposes.
Interest/penalties for delay, fines, penalty surcharges due to Romanian/foreign public authorities.
Expenses not adequately documented.
Expenses generated by transactions performed with persons resident in a state included on the list of non-cooperative jurisdictions.
Expenses relating to the depreciation of cash registers for which a tax credit is obtained are non-deductible, expenses incurred for the benefit of the shareholders, expenses related to non taxable income, withholding taxes borne by Romanian taxpayers for the benefit of non-residents, 30% non-deductibility for expenses with bad debt allowances.
Sponsorship expenses are not deductible for tax purposes, but under certain conditions taxpayers may use them as tax credits from sponsorship within the following limits:
If the sponsorship tax credit available during a tax year exceeds the profit tax due for that fiscal period, the remaining amount may be redirected by the taxpayer towards sponsorships up until the submission deadline for their annual corporate tax return.
The carrying forward of sponsorship expenses is no longer allowed starting with sponsorships performed as of January 2022. The carrying forward method is allowed only for sponsorship expenses incurred but not used by 31 December 2021 (valid up to and including 2028).
Expenses related to consultancy, management and other services provided by a person established in a country with which Romania has not concluded a legal instrument for exchange of information, in case the tax authorities assess the transaction as being artificial for tax purposes.
Management services, consultancy services and intellectual property rights in relation to non-resident affiliated entities
From 1 January 2026, where the amount of expenditure on intellectual property rights, management services and consultancy services in relation to non-resident affiliated entities exceeds 1% of the total amount of expenses, these costs will be deductible for corporate tax purposes by up to a maximum of 1% of total expenses recorded according to accounting regulations. The following are not subject to this rule:
- expenses incurred in obtaining trademarks, industrial designs and models, copyright and other similar rights registered in Romania,
- expenses capitalised in the value of tangible or intangible fixed assets.
The rule also applies to members of fiscal groups, individually, at the level of each member.
From 2027, the 1% threshold will be determined based on a special tax return, introduced by Order of the Minister of Finance.
The new regulations regarding deductibility do not apply to taxpayers who hold or request an advance pricing agreement starting with the fiscal year 2027 or the modified fiscal year beginning in 2027, to credit institutions (Romanian legal entities and Romanian branches of foreign credit institutions), to taxpayers subject to the minimum turnover tax, as well as to nonprofit organizations, religious institutions, homeowners' associations, and foundations established under law.
Financing costs are deductible up to 30% of the fiscal EBITDA and EUR 1 million (financing costs incurred from related parties are limited to EUR 500 thousand). Interest rates should observe the arm's length principle.
General deductibility rules apply for interest to intra-group companies.
For royalties to intra-group companies, please refer above at section ‘Non-deductible expenses’.
Withholding tax rate is generally set at 16%.
Payments to non-residents established in a state with which Romania has not concluded a juridical instrument for exchange of information are subject to 50% withholding tax, if transactions are qualified as being artificial. Double Taxation Agreements (“DTAs”) and EU Directives can provide lower rates of withholding tax. Relief is granted in the form of a tax credit or tax exemption (detailed documentation required for DTA relief).
The withholding tax rate is 0%, provided the beneficiary is a legal entity residing in an EU Member State, with a minimum shareholding of 25% in the Romanian company held for at least 2 years (on the basis of the EU Interest & Royalty Directive); otherwise, the domestic rate is 16% (0% for interest on savings of natural persons domiciled in EU countries with which Romania concluded information exchange agreements).
The domestic 16% withholding tax rate may be reduced or even eliminated by virtue of DTAs.
The withholding tax rate is 0%, provided the beneficiary is a legal entity residing in an EU Member State, with a minimum shareholding of 25% in the Romanian company held for at least 2 years (on the basis of the EU Interest & Royalty Directive; other conditions also apply); otherwise, the domestic rate is 16%.
The domestic 16% withholding tax rate may be reduced or even eliminated by virtue of DTAs.
No withholding tax, provided the recipient is a legal entity resident of Romania or of an EU Member State, and has held a minimum 10% interest for at least 1 year (on the basis of the EU Parent-Subsidiary Directive). Otherwise, the withholding tax is of 16% as from 1 January 2026.
DTAs can provide for lower rates of tax or may eliminate Romanian withholding tax.
Taxation of certain income of foreign corporations/permanent establishments at the level of the controlling Romanian corporation. The CFC rules will not apply if the CFC performs substantial economic activity.
Requirements:
Mismatches which, due to differing fiscal recognition methods, lead to a different tax treatment in different countries and may, under certain circumstances, lead to profit shifting or profit reduction must be neutralized, i.e. as a rule, the related expenses are treated as non-tax-deductible.
Dividends paid between Romanian legal entities are tax-free, provided the minimum holding conditions are met (min. 10%, min. 1 year).
Capital gains may be tax-free under the same holding conditions (min. 10% of shares in the company whose shares are being sold, min. 1 year).
Dividends paid to non-EU entities are subject to 16%.
Capital gains earned by a non-EU entity residing in a country with which Romania has concluded a DTA may be tax free, provided minimum holding conditions are met (10% holding, 1 year).
Dividends paid to entities residing in a EU member state are tax free, subject to fulfilling the conditions provided by EU parent-subsidiary directive (e.g. 10% holding, 1 year etc.)
Capital gains are tax free, provided minimum holding conditions are met (10%, 1 year) and a DTA is in place.
Not deductible for tax purposes.
In place starting with 2021.
The corporate tax group generally includes Romanian tax resident companies under common control (permanent establishments may be included in certain limited cases). For this purpose, the control threshold is 75% of the shares or voting rights. The system is optional and has an initial application period of 5 fiscal years.
One of the members is designated to calculate, declare, and pay the corporate tax for the group, whose members should perform their own tax calculations.
Only current tax losses are allowed in determining the group tax liability.
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