Romania, currently undergoing a period of transition, which is natural in contemporary times, has adopted a series of legal and fiscal measures to align itself with the European Union’s position on the requirements determined by the successive crises we are experiencing globally. Currently, Romania, as part of the European Union, acts as a reliable partner and, in this regard, needs to adjust its legislative framework, even if these adjustments are perfectible, the aim being to cut the Gordian knot by rebuilding the legislative and fiscal structure. As with any complex process, time and adjustment are key issues; the legislative changes outlined below are part of this process, are applicable from January 1, 2025, and, even if they undergo minor adjustments in the coming period, these are natural and we will notify you of them in advance.
- Legal entities are required to hold a payment account in Romania or at a State Treasury unit for the entire period of their activity (even in the event of voluntary inactivity of the company for a maximum period of 3 years).
For newly established legal entities, the account must be opened within a maximum of 60 working days from the date of establishment.
Payment service providers providing payment services in Romania may not refuse a request to open an account or a request to open an account by natural persons, except in cases where the opening of such an account would result in a violation of the provisions of Law No. 129/2019 on the prevention and combating of money laundering and terrorist financing.
The penalties for failure to comply with the obligation to open a payment account are the declaration of the company as inactive (resulting in the impossibility of carrying out its activity) and the imposition of a fine ranging from 3,000 lei to 10,000 lei.
- A company that has not submitted its annual financial statements within 5 months of the legal deadline for their submission is declared inactive.
- The transfer of shares of a limited liability company shareholder who controls the company will be supervised by the tax authority, through verification by the trade registry on the date of registration of the request to change the shareholding structure. The tax authority may also be notified by any of the transferring/transferee shareholders.
If the company has outstanding tax liabilities, the company or the transferee may, with the consent of the tax authority, provide guarantees to cover the value of the outstanding liabilities included in the tax certificate.
- The minimum share capital of limited liability companies is increased.
This is determined based on the net turnover reported in the annual financial statements for the previous financial year, i.e., for companies that have recorded a net turnover of over RON 400,000, the minimum share capital is RON 5,000.
For newly established limited liability companies, the minimum share capital is 500 lei.
The minimum share capital of 5,000 lei shall be increased by the end of the financial year following that in which the increase in net turnover reported in the annual financial statements for the previous financial year is recorded.
In the event of a breach of these provisions, any interested person may apply to the court to request the dissolution of the company.
Limited liability companies registered in the trade register shall increase their share capital by amending their articles of association, but no later than two years from the date of entry into force of the amending law (with reference to the current lower limit of share capital).
If the limited liability company does not increase its share capital to the new limits, at the request of any interested person, as well as the National Trade Register Office, the court will order the dissolution of the company.
- Exceeding the maximum suspension period of 3 years without the company being reactivated shall result in the dissolution of the company and, if no person requests the appointment of a liquidator, it shall be struck off the register.
- Dividend tax is determined by applying a tax rate of 16% to the gross dividend paid to a Romanian legal entity.
- Gambling income is taxed at source. The tax due is determined on each payment by applying the following tax scale to each gross income received by a participant from an organizer or payer of gambling income:for amounts exceeding 10,000over 66,75011,750 + 40% for amounts exceeding 66,750
– gross income up to and including 10,000 lei, the tax is 4%
– gross income over 10,000-66,750 lei inclusive, the tax is 400 lei + 20% for amounts exceeding 10,000 lei;
– gross income over 66,750 lei, the tax is 11,750 lei + 40% for amounts exceeding 66,750 lei.
Note: although the legislative changes are currently scheduled to come into force on January 1, 2026, they have been subject to a constitutionality review, so we will keep you informed of the final form.