Fiscal Measures Package II – Implications in Company Law
Summary:
Law no. 239/2015 on the establishment of fiscal measures for the recovery and efficient use of public resources and for the amendment and supplementation of certain normative acts, commonly referred to as part of the Second Package of Fiscal Measures, entered into force at the end of 2025.
Among the changes introduced, several target corporate activities, bringing amendments regarding the share capital of limited liability companies, stricter formal requirements concerning the transfer of the majority stake in limited (Ltd) entities, restrictions and conditions on loans granted by shareholders and stakeholders, and the distribution of dividends in cases of losses or where the net assets fall below the legal minimum threshold. The obligation for companies to hold a bank account or Treasury account has also been introduced.
In the following, we aim to analyze in detail the new conditions imposed on share capital, particularly in light of the differing opinions and interpretations that have circulated on the market regarding the minimum share capital required for limited liability companies.
Keywords: Fiscal Measures Package II, Minimum Share Capital, Share Capital Increase, Turnover, Law no. 239/2025, Company Dissolution
Brief Background
By Law no. 223/2020 on the simplification of the transfer of social parts and the contribution of share capital, the statutory requirement regarding the minimum share capital of limited liability companies was canceled.
As a result, in practice, companies were incorporated with merely symbolic share capital, in amounts as low as RON 1 and up to several tens of lei.
In general, the initially subscribed and paid-in share capital was used to cover certain administrative and formalistic costs, such as the statutory fees related to company incorporation, among others.
Moreover, setting the minimum share capital at a merely nominal level allowed for the limitation of the shareholders’ liability to the amount of the share capital, personal liability being difficult to establish and typically resulting only from lengthy judicial proceedings.
What Law no. 239/2025 Essentially Introduces with Respect to Share Capital
The minimum value of share capital under the restrictions imposed by Law no. 239/2025 must be analyzed by reference to two distinct temporal moments and two different net turnover thresholds.
Accordingly, in the case of limited liability companies incorporated after 18 December 2025, the legislator has reinstated the requirement of a minimum share capital. The new threshold value upon incorporation is RON 500.
For limited liability companies established under the provisions of Law no. 239/2025 which reach a net turnover exceeding RON 400,000, the legislator has introduced a higher minimum share capital threshold, namely RON 5,000.
For the increase of the share capital to this new amount, the statutory deadline is the end of the financial year following the one in which the increase in net turnover was recorded in the annual financial statements for the preceding financial year.
Practical rule: exceeding the RON 400,000 net turnover threshold triggers the minimum share capital threshold of RON 5,000, under the conditions set out by Law no. 239/2025.
Hypothetical Case
If a company is incorporated in 2026, the minimum share capital is RON 500.
If, during the year 2026, it records a net turnover exceeding the threshold of RON 400,000, these aspects must be reflected in the financial statements finalised by 25 May 2027.
If the annual financial statements for the previous year (2026) show that the threshold of RON 400,000 has been exceeded, the obligation arises to increase the share capital to the threshold of RON 5,000 by the end of the financial year following the one in which the increase in net turnover was recorded in the company’s financial statements, namely by 31 December 2027.
Companies Incorporated before 18 December 2025
For limited liability companies incorporated before 18 December 2025, the date on which Law no. 239/2025 entered into force, the share capital situation must be analysed by reference to the net turnover threshold of RON 400,000.
- Companies with a net turnover below the threshold of RON 400,000 are not required to amend their share capital.
- Companies with a net turnover exceeding the threshold of RON 400,000 are required to increase their share capital to the minimum threshold of RON 5,000.
For this situation, the legislator has established a transitional grace period of two years, calculated from the date of entry into force of Law no. 239/2025.
In all cases, even if the reported net turnover subsequently falls below the RON 400,000 threshold, the share capital remains unchanged, and a reduction of share capital is not permitted.
Sanctions
Violation of the minimum share capital requirement is sanctioned by the dissolution of the company.
Applications may be filed by any interested party, including the Trade Registry Office, with jurisdiction vested in the Court of the locality where the company has its registered office.
A remedial solution is also provided: the company cannot be dissolved if, before the final judicial decision on dissolution becomes definitive, the share capital is brought up to the legally prescribed minimum threshold.
The list of companies for which the National Trade Registry Office intends to initiate dissolution actions shall be published in the Electronic Bulletin of the Trade Registry at least 60 days prior to the date of filing the action.
Practical Recommendations
Initially, some opinions circulated online asserting unconditionally that the minimum share capital threshold was RON 500 for all companies with a net turnover below RON 400,000.
We consider that such interpretations are incorrect, as the minimum share capital requirement of RON 500 applies exclusively to companies newly incorporated after 18 December 2025.
We advise the representatives of companies whose share capital is below RON 500 not to comply with invitations to increase share capital based on a so-called legislative imposition. In these cases, only the company’s own decision shall be applicable.
