Romania enters 2026 with a reshaped corporate and M&A landscape, as the Government measures designed to enhance fiscal discipline, protect creditors, and integrate banking transparency into corporate operations came into effect late 2025. Although initially proposed in August, the reform was challenged before the Constitutional Court, which ultimately dismissed the critiques in December 2025.
The measures are aimed at reinstating and increasing minimum share capital requirements for limited liability companies, conditioning control transfers and distributions from impaired balance sheets and mandating Romanian bank accounts for all entities. The authorities hope to enhance fiscal discipline and reduce the deficit which has been steadily increasing the past years.
Main measures
Law No. 239/2025, effective from 18 December 2025, represents the corporate dimension of the fiscal package adopted by the authorities. It reverses the liberalisations of 2020, which had encouraged the proliferation of minimally capitalised entities. A joint ANAF - Ministry of Justice order which should include implementing norms is also expected.
For limited liability companies (SRLs), minimum share capital requirements have been reintroduced with additional calibration. Newly incorporated entities must maintain at least RON 500, equivalent to approximately EUR 100. Any SRL with net turnover exceeding RON 400,000 (roughly EUR 80,000) must increase its share capital to RON 5,000, or about EUR 1,000, by the end of the following financial year. Existing companies benefit from a two-year grace period to comply, but once the threshold is triggered, it remains in place even if turnover subsequently declines. Failure to meet these requirements exposes the company to dissolution proceedings, although courts may grant relief if compliance is achieved before a final ruling.
Transfers of controlling stakes in SRLs are now subject to enhanced fiscal scrutiny. Registration with the Trade Registry requires a tax clearance certificate from the authorities. If outstanding liabilities to the state budget are identified, registration will be refused unless the transfer has been notified to ANAF within 15 days of completion and guarantees covering those liabilities have been approved. The notification obligation appears to apply broadly, pending clarification in the implementing norms, which means that true opposability of the transfer may depend on fiscal compliance. This change extends the timeline for transactions which should be factored in for any expected corporate changes.
The reforms also impose stricter controls on balance sheets and distributions. Dividends are prohibited in cases of carried-forward losses until reserves have been constituted and the losses covered. Distributions are similarly banned when net assets fall below half of the subscribed share capital, until the position is restored. Companies with impaired net assets cannot repay shareholder loans, and those distributing quarterly dividends are barred from granting interim loans to shareholders. If the net asset shortfall persists for more than two years in the presence of unresolved shareholder debt, a mandatory conversion of that debt into equity is required, respecting pre-emption rights, with non-compliance attracting heavy fines. Limited exceptions apply to certain investors and financing structures, but these rules significantly constrain traditional thin-capitalisation approaches.
Additionally, legal entities must maintain a payment account with a Romanian payment service provider or the State Treasury throughout their existence, with newly incorporated companies allowed 60 business days to comply. Non-compliance leads to classification as tax inactive, administrative fines and potential dissolution at the request of the tax authorities. Payment service providers are prohibited from refusing account openings except in cases involving anti-money laundering concerns or sanctions violations. This requirement aligns with the broader obligation for economic operators to accept cashless payments and anticipates further developments under PSD3.
From a banking and financial regulation perspective, these reforms establish a “banked-by-default” ecosystem that addresses longstanding issues of cashflow opacity and shell company risks. The mandatory bank accounts provide verifiable transaction trails essential for effective sanctions screening and KYC procedures compliant with PSD2 and upcoming PSD3 standards. The capital and distribution restrictions strengthen balance sheets, reducing the likelihood of covenant breaches in acquisition financing arrangements.
Nevertheless, certain limitations remain. The additional administrative requirements may cause unnecessary delays for companies with clean tax records. The fine levels could disproportionately affect small and medium-sized enterprises, and the mandatory debt-to-equity conversions may prove inflexible in cyclical industries. The prohibition on payment service providers refusing accounts is a positive step, but its practical enforcement amid potential capacity constraints will require monitoring.
Increased bureaucracy, but also an opportunity
The reforms impose additional burdens on entrepreneurs and investors and, at times, ignore the broader issues in favour of patchwork solutions. Nevertheless, we believe that they can and should be seen as fostering a more reliable corporate environment and we expect that companies with strong valuations and sustainable business growth will see a competitive advantage.
A large proportion of domestic companies, particularly SMEs, have operated with limited equity buffers and high dependency on short-term liabilities. As a result, Romanian SMEs often encountered stricter collateral requirements, limited availability of tailored credit instruments and high perceived risk assessments by local lenders. Until recently, a preponderant part of SMEs demonstrated a limited interest in seeking credit or investment funding at all.
In recent years, targeted public programs and EU-backed financial instruments have sought to encourage SMEs to engage with formal credit markets. The introduction of the "banked-by-default" rule under Law no. 239/2025 further supports this transformation, as it creates a structural incentive for entrepreneurs to participate in the formal financial system. As such, while bureaucratic, Law no. 239/2025 also provides an opening for innovative payment service providers to engage a previously reluctant client segment.