Law no. 239/2025, published in the Official Journal no. 1160/15.12.2025, part of the “Package 2” of fiscal‑budgetary reforms, introduces major changes in taxation, public administration and insolvency procedures, aiming to reduce tax evasion and enhance resource efficiency. The majority of provisions enter into force starting 1 January 2026.
Key provisions applicable from 1 January 2026
- Deductibility of intragroup expenses
Expenses for management, consultancy and similar services provided by non‑resident affiliates are deductible up to a limit of 1% of total expenses. This applies to companies with turnover below EUR 50 million (thus excluding entities subject to the minimum tax on turnover – IMCA). It does not apply to credit institutions, Romanian legal entities, or Romanian branches of non‑resident credit institutions. The 1% cap targets expenses related to intellectual property rights / management / consultancy in relation to non‑resident related parties.
Expenses for intellectual property / management / consultancy related to non‑resident related parties are excluded from this limitation when incurred for obtaining trademarks, industrial designs and models, copyrights, etc. registered in Romania, as well as those expenses falling under this category but capitalised in the cost of fixed assets. The limitation applies when computing the tax result for 2026 / fiscal years starting in 2026. For 2026, the calculation will be based on the 2024 financial statements, while from 2027 onwards it will be based on expenses reported in a specific return to be issued by the tax authorities.
- Obligation to hold a Romanian bank account
All legal entities must hold a bank account in Romania. Legal entities are declared inactive if they fail to submit annual financial statements within 5 months from the statutory deadline or if they do not have a bank account opened in Romania, and they are dissolved within 1 year from being declared inactive if they do not reactivate.
- Ban on dividend distribution and loan repayments where net assets are negative
Companies cannot distribute dividends or repay loans to shareholders / associates if net assets fall below half of the subscribed share capital.
- Minimum share capital for Limited Liability Companies (LLCs)
Minimum RON 500 on incorporation for new LLCs; mandatory increase to RON 5,000 if turnover exceeds RON 400,000, with a 2‑year period allowed for compliance.
- Stricter rules for share transfers
Transfers of shares become conditional upon notifications to the tax authorities and the provision of financial guarantees, which may discourage “quick” sales or tax evasion through asset transfers. If the company has outstanding liabilities, the acquirer risks enforcement of the guarantees if those debts are not settled within the deadline.
