Rethinking the Romanian Limited Liability Company (LLC)
The end of the era of the "one penny company"
Written by: Cosmin Flavius Costaș and Andrei Fătu
For more than three decades, the limited liability company has been the preferred vehicle of the Romanian entrepreneur, as well as the foreign one due to the minimal costs of incorporation and especially the applicable tax treatment. Throughout this period, it was possible to opt for the tax treatment of "micro-enterprises", companies having a modest tax on the income collected (1% or 3%), not being subject to corporate tax. Even though there have been several legislative changes, in general the rules have remained the same, the tax treatment has remained constant.
However, the year 2026 marks a paradigm shift. Through the legislation passed (Law no. 141/2025, Law no. 239/2025 and GEO no. 89/2025), the Romanian Government sends a clear message: the LLC can no longer be a simple legal shell and tightens commercial and fiscal conditions.
The article summarizes the most important commercial and tax changes: from share capital and dividends, to the micro-enterprise regime, compliance discipline and the new rules on the assignment of shares, and is addressed to all entrepreneurs who want to invest in Romania starting with 2026.
Share capital: from symbol to collateral
The most visible change in company law concerns the share capital. For newly established LLCs, the minimum share capital is set at 500 lei (roughly 95 euros), a categorical break from the era when a company could start with 1 lei. For existing companies, the rule becomes dynamic: if the net turnover exceeds 400,000 lei, the share capital must be increased to a minimum of 5,000 lei.
The law grants a compliance period of approximately two years (until December 31, 2027), and in order to stimulate rapid compliance, the fee for publishing the increase act in the Official Gazette is reduced by 50% for increases made by the end of 2026. And the sanction for passivity is dissolution.
Dividends and loans to shareholders
On the tax front, the blow most felt by the shareholders is the increase of the dividend tax from 10% to 16%, applicable to all dividends distributed starting with January 1, 2026, regardless of the year in which the profit was made. In other words, even the profit carried forward from previous years, if it is distributed now, bears the new quota. The tax is withheld at source and declared in the month of the actual payment of the dividends. Moreover, the 16% rate also extends to the advantages assimilated to dividends: goods or services purchased by the company in the personal interest of the shareholders or amounts paid above the market price to affiliated persons.
In the mirror, in terms of corporate law, Law no. 239/2025 introduced additional restrictions on the movement of money between the company and the partners. Companies distributing quarterly dividends may no longer grant loans to associates or related persons before the regularization of the differences resulting from the distribution of dividends during the year. The widespread practice of "lending" the shareholder from the company's money, in parallel with the withdrawal of dividends, has been stopped.
Similarly, if as a result of losses, the net asset falls below half of the subscribed share capital, the company has the obligation to reconstitute it by the end of the next financial year, under penalty of a contravention fine between 10,000 and 200,000 lei.
The regime of micro-enterprises: simpler, but tougher
From 2026, the regime is simultaneously simplified and restricted. On the one hand, the 3% rate disappears: there remains a single 1% rate on micro-enterprise income, regardless of the NACE code. On the other hand, the classification ceiling decreases drastically, from 500,000 euros to 100,000 euros, while the conditions become even stricter:
Ø at least one full-time employee (or administrator paid by mandate contract),
Ø associates that hold more than 25% of the shares in several companies can keep the micro-enterprise regime only in one company (previously each associate could own up to 4 micro-enterprises).
Discipline and compliance: the threat of fiscal inactivity
The fourth pillar of the reform is administrative discipline. From 2026, ANAF can declare a company fiscally inactive in new situations – for example, failure to submit the annual financial statements within five months from the expiry of the legal term. The consequences of inactivity are severe and can go as far as dissolution: companies that have been inactive for more than three years, without debts and without criminal notifications, are dissolved if they are not reactivated within the short deadlines provided by law. Also in the scope of compliance is the obligation of each legal entity to hold at least one payment account with a bank in Romania or with the State Treasury, as well as the update of the NACE codes to Revision 3, with a deadline of September 25, 2026 – a bureaucratic operation, but whose ignorance leads to fiscal inactivity.
Assignment of shares: Enforceability against ANAF
Perhaps the most spectacular novelty of corporate law in this legislative wave concerns the sale of the company. By Article V of Law no. 239/2025, in force since 18 December 2025 and subsequently supplemented by GEO no. 13/2026, the assignment of the shares is no longer a simple operation between the parties and the Trade Register: it becomes enforceable against the tax authority, and it is necessary to notify it in advance. The declared goal of the legislator is to stop the phenomenon of companies with tax debts sent to untraceable persons, who left the state budget with irrecoverable debts.
Specifically, there are three new obligations for companies:
1. Notification obligation: Within 15 days from the date of the transfer, the transferor, the assignee or the company must notify the central tax authority of the deed of transfer of the shares and the articles of incorporation updated with the identification data of the new partners – notification which, in practice, is made through the Virtual Private Space.
2. Guarantee obligation: If the company has outstanding tax obligations or other budgetary claims individualized in enforceable titles, the company or the assignee must provide guarantees that fully cover the value of the arrears in the tax certificate.
3. Registration condition: When submitting the assignment file, if there are tax debts, proof of the tax authority's agreement on the constitution of the guarantees must be presented, and the ONRC requests directly from ANAF the tax attestation certificate – a mechanism expressly formalized by GEO no. 13/2026, which transformed the verification into an automatic stage of the registration procedure.
Without following these steps, the assignment cannot be registered with the Trade Register and is not enforceable against ANAF, which means that, from the perspective of the tax authorities, the transferor remains exposed to the company's debts.
Conclusion
2026 does not only bring higher taxes, but a change of philosophy: the Romanian state requires capitalization and transparency from LLCs, the intention of the legislator being to stop fraudulent circuits and ghost companies, but it comes with the difficulty of the economy and the suffocation of small entrepreneurs through overtaxation.
