Romania for Beginners: Navigating the Legal Landscape (Vol. 2)

Law no. 239/2025 – New rules. Same system.

On the 18th of December 2025, Law no. 239/2025 entered into force, introducing significant changes to the legal framework governing the establishment and operation of limited liability companies (SRLs) in Romania.

The new legislation amends existing rules with the aim of increasing financial responsibility among company founders and strengthening fiscal discipline.

One of the most notable changes concerns the minimum share capital required to establish a limited liability company in Romania. Under the new law, all newly established SRLs must have a minimum share capital of 500 RON – a major departure from the 2020 reform, which had reduced the minimum share capital to just 1 RON.

That earlier threshold was widely criticized for failing to ensure a basic level of financial responsibility, as companies could be established without even covering the costs of incorporation. The new requirement seeks to address these concerns by reinstating a more realistic minimum capital level.

Moreover, under Law no. 239/2025, all limited liability companies with a net turnover exceeding 400,000 RON must have a minimum share capital of 5,000 RON. This rule applies regardless of whether the company is newly established or already operating. According to the law, this level (5,000 RON) must be maintained even if, in subsequent financial years, the company's net turnover falls below the threshold of 400,000 RON.

Already established companies with a net turnover below 400,000 RON are not required to adjust their minimum share capital.

The new law introduces a two-year grace period for companies to comply with the new requirement. Accordingly, the deadline for alignment is 18 December 2027.

Another significant obligation introduced by the law is the requirement for all companies to open a bank account in Romania within 60 working days from the date of incorporation.

Failure to comply with this requirement may be penalized by declaring the company inactive from a tax perspective, which affects its ability to conduct normal business operations. In addition, if the non-compliance is not remedied and the company is not reactivated within one year, this may lead to the dissolvement of the company at the request of the tax authorities. There is also the possibility of said companies to be fined between 3,000 RON and 10,000 RON for failing to comply.

Overall, Law No. 239/2025 reflects a legislative shift toward greater financial substance and accountability for limited liability companies in Romania. While the increased capital requirements may raise the entry threshold for entrepreneurs, they also aim to reduce the number of undercapitalized entities and improve creditor and fiscal protection.