Law no. 239/2025 on establishing certain measures for the recovery and efficient management of public resources and amending and supplementing certain legislative acts was published in the Official Gazette of Romania, Part I, no. 1.160/15.12.2025.
Pursuant to Article VI(2) of Law no. 239/2025, which enters into force on 18.12.2025, the minimum share capital for newly established limited liability companies is RON 500.
Under Article VI(1) of Law no. 239/2025, which enters into force on 18.12.2025, the minimum share capital of limited liability companies is determined according to the level of net turnover reported in the annual financial statements for the preceding financial year. Accordingly, for companies that have recorded net turnover exceeding RON 400,000, the minimum share capital is RON 5,000.
Pursuant to Article VI(6), limited liability companies registered with the Trade Register must increase their share capital to the amount determined under paragraph (1) by amending their articles of association, no later than two years from the date on which this law enters into force.
Under Article VI(7), where limited liability companies increase their share capital by 31 December 2026 in accordance with paragraph (1), the publication fee for the relevant document in Part IV of the Official Gazette of Romania, which provides for such increase, shall be reduced by 50% compared with the fee applicable at the time of publication. This reduction applies only where the amendment concerns exclusively an increase in share capital for the purpose of implementing the provisions of paragraph (1).
Pursuant to Article V(1)(c), read together with paragraph (3) of Law no. 239/2025, which enters into force on 18.12.2025, where shares held by a shareholder in a limited liability company who controls the company are transferred, within the meaning of Article 25(4) of Law no. 207/2015 on the Code of Fiscal Procedure, as subsequently amended and supplemented, or where such control arises as a result of the transfer, and the company has outstanding tax liabilities or other budgetary receivables individually established by enforceable titles issued in accordance with the law and recorded in the central tax authority's records for recovery purposes, proof of notification and of the tax authority's agreement regarding the provision of guarantees, together with the tax clearance certificate, must be submitted.