Scenario:
In 2025, individual X is in the following situation:
- Sole associate (100% ownership) of a microenterprise returning to the micro regime as of January 1, 2025;
- Holds 25% in another microenterprise;
- Sole proprietor (PFA) taxed under the real system.
Question:
Can X simultaneously be an associate in two microenterprises and operate a PFA while maintaining eligibility for the microenterprise tax regime?
Answer:
According to Article 47 of the Romanian Fiscal Code, a microenterprise must meet the following cumulative criteria by December 31, 2024:
- Revenues under €250,000 (threshold drops to €100,000 starting in 2026);
- Share capital owned by individuals only;
- Not in dissolution or liquidation;
- Has at least one employee;
- Shareholders owning more than 25% may designate only one microenterprise to apply the regime;
- Annual financial statements filed on time.
Situation for X:
- 100% ownership in one microenterprise ⇒ eligible to apply the micro regime;
- 25% ownership in another ⇒ allowed under the law;
- Operates a PFA ⇒ PFA income must be cumulated when checking the revenue threshold.
Income Aggregation for Threshold
According to Government Decision No. 1393/2024, income from independent activities (PFA, sole proprietorships) must be added to the company’s income to verify the €500,000 threshold (approx. 2,500,000 RON at a 5 RON/EUR rate).
If this threshold is exceeded, the microenterprise becomes a corporate income tax payer starting in Q2 of the same year.
Key Points:
- X’s ownership setup is within legal limits;
- PFA income (gross income as defined in Art. 68 para. 2 of the Fiscal Code) is included in the calculation;
- Income considered: cash received, gains from asset transfers, interest income, etc.;
- Not included: loans, donations, compensations, etc.
Conclusion:
Yes, X can legally be an associate in both companies as long as they hold more than 25% in only one.
However, to maintain the microenterprise tax status, the combined revenue of the company and the PFA must not exceed €500,000. Otherwise, the microenterprise switches to profit tax from Q2 onward.