After several years during which the minimum share capital of Romanian limited liability companies was set at a symbolic level of one leu, the new legislation introduces a substantial increase linked to turnover thresholds. These changes are enacted through Law No. 239/2025 and apply as of 18 December 2025.
Key changes
The minimum share capital is now established as follows:
- 500 lei for newly incorporated companies;
- 5,000 lei for companies with an annual net turnover exceeding 400,000 lei.
Existing companies exceeding this threshold are granted a two-year transitional period to comply. Companies crossing the threshold in future years must increase their capital by the end of the following financial year.
Core application rules
The minimum capital is determined based on the net turnover reported for the previous financial year and does not decrease if turnover later declines. Reducing share capital below the legal minimum is only permitted if a simultaneous capital increase decision ensures compliance with the statutory threshold.
Companies must amend their articles of association within two years of the law’s entry into force. Failure to comply may result in company dissolution, upon request by interested parties or the Trade Register.
Incentives and sanctions
A 50% reduction in the Official Gazette publication fee applies to capital increases completed by 31 December 2026, provided the amendment exclusively concerns compliance with the new capital requirements.
Non-compliance triggers the dissolution mechanism under Article 237 of Company Law No. 31/1990, although dissolution may still be avoided if capital is increased before the court decision becomes final.
Conclusion
The reform marks a shift toward stronger capitalization requirements, aiming to enhance financial stability and reduce the number of undercapitalized entities.