Changes to the minimum share capital requirement for limited liability companies

Starting 1 January 2026, the minimum amount of share capital for limited liability companies will depend on the amount of net turnover reported for the previous financial year.

New conditions for companies regarding dividends, loans and net assets

Dividends (including interim dividends) may be distributed only if prior adjustments have been settled, accumulated losses are covered, and net assets remain above 50% of the share capital.

Where net assets fall below 50% of the share capital, both dividend distributions and the repayment of shareholder loans are prohibited until the situation is remedied.

If net assets are not restored within two years, shareholder loans must be converted into share capital, and the company may be exposed to dissolution risks. Non-compliance may trigger fines ranging from RON 10,000 to RON 300,000.

Transfer of shares – enforceability against the tax authorities

Starting 1 January 2026, the transfers of shares in limited liability companies are enforceable against the tax authorities only upon timely notification, submission of a tax clearance certificate, or provision of guarantees covering outstanding tax liabilities.

Read more about changes in Corporate Law in Romania at Types of organisations.

Deductibility of expenses in relation to non-resident affiliated entities

Starting 1 January 2026, expenses with intellectual property rights, management services and consultancy services in relation to non-resident affiliated entities exceeding 1% of the total amount of expenses, will be deductible for corporate tax purposes by up to a maximum of 1% of total expenses. 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 new regulations regarding deductibility do not apply to e.g.: taxpayers subject to the minimum turnover tax, taxpayers who hold or request an advance pricing agreement starting with the fiscal year 2027 or the modified fiscal year beginning in 2027, credit institutions (Romanian legal entities and Romanian branches of foreign credit institutions), etc.

Minimum turnover tax

Starting 1 January 2026, the tax rate for minimum turnover tax will be reduced from 1% to 0.5% and the tax is applicable up to 31 December 2026 only.

Microenterprise income tax

Starting 1 January 2026, standard rate of 1% will be applied for microenterprise income tax, regardless of the type of income or activity and annual turnover threshold for microenterprise income tax regime is of EUR 100,000.

Get the full overview of the corporate income taxes in Romania.

strong>Investment income

The tax rate for dividends, income from securities transfers, other than those transferred through intermediaries, and income from virtual currency transfers has increased from 10% to 16%, effective from 1 January 2026.

The tax rate on net capital gains from the transfer of securities, when the transfer is made through intermediaries defined under the relevant legislation, has increased from 1% to 3% for gains on securities held for more than 365 days, and from 3% to 6% for gains on securities held for less than 365 days, effective from 1 January 2026.

Other income

Income consisting of goods and services received for personal use from a legal entity, as well as amounts paid above market value for goods or services provided by a legal entity, classified as income from other sources, has increased from 10% to 16%, effective from 1 January 2026.

Income from gambling activities

The starting tax rate for income from gambling activities, taxed depending on the income level, increased from 3% to 4%, starting on 01 January 2026.

Health insurance contributions

The annual basis on which health insurance contributions are calculated in the case of income derived from independent activities is increasing from 60 to 72 national gross minimum wages. Taxpayers are liable to pay this contribution up to this ceiling, without deducting any annual tax losses.

Net income derived from the leasing of property is taken into account when determining the applicable annual ceiling of either 6, 12 or 24 or more national gross minimum wages.

Read more about Income tax and social contributions in Romania.

RO e-Invoicing system

Suppliers / economic operators identified by a personal identification number (CNP), who conduct economic activities before January 15, 2026, must request registration in the RO e-invoice Registry before that date.

The transmission of invoices through the RO e-invoice System is mandatory for invoices issued for supplies of goods and services carried out in Romania by taxable persons to taxable persons not established in Romania but registered for VAT in Romania, as well as to taxable persons established in Romania, regardless of whether they are registered for VAT or not, in B2C transactions.

Logistics fee for handling non-EU goods flow

A logistics fee of RON 25 is introduced for each extra-community package with a value of under EUR 150 entering Romanian territory through distance sales (i.e. goods imported from third territories or third countries).

The fee is levied on the supplier, sender or digital platform facilitating the sale.

Read more about VAT in Romania.