Starting December 18, 2025, the symbolic 1 RON minimum share capital for limited liability companies (SRLs) in Romania is no longer sufficient. According to Law no. 239/2025, the minimum share capital will now be significantly increased and directly linked to a company’s net turnover. The change affects both newly established companies and existing ones, depending on their financial results.
 
This new measure comes after years of concern that the symbolic capital did not offer any financial accountability or protection for business partners or creditors.
 
What is Share Capital?
 
Share capital refers to the amount of money (or contributions in kind) that shareholders bring into a company when it's founded. It is listed in the company's incorporation documents and officially registered. This capital acts as an indicator of the company’s credibility and financial stability, offering a minimum guarantee to creditors and state authorities.
 
What are the new thresholds?
 
According to the new law, the minimum required share capital for SRLs will now depend on the company’s net annual turnover:
  • 500 RON for newly registered companies (as of December 18, 2025);
  • 5,000 RON for existing or future companies whose net turnover exceeds 400,000 RON (according to the previous year’s financial statements).
     
📌 Net turnover refers to the total revenue reported in the company’s annual financial statements.
 
If the turnover crosses this threshold in a given year, the company must increase its share capital by the end of the following financial year.
 
What happens to existing companies?
 
There are different rules depending on whether or not the 400,000 RON threshold has been crossed:
  • If the net turnover is below 400,000 RON, there is no obligation to increase share capital to 500 RON.
  • If the net turnover is above 400,000 RON, companies must increase their share capital to at least 5,000 RON within two years of the law taking effect – meaning by December 18, 2027.
     
⚠️ Failure to comply allows the Trade Registry or any interested party to request the dissolution of the company in court.
 
However, the company will not be dissolved if the capital is brought up to the legal minimum before the court decision becomes final.
 
Practical Example
Let’s say a company currently has a share capital of 200 RON and records a net turnover of 500,000 RON in 2026. Under the new rules:
  • The company must increase its share capital to 5,000 RON by the end of 2027.
  • If it fails to do so, dissolution may be requested in court.
     
On the other hand, a company with a turnover of 250,000 RON has no obligation to increase its share capital, even if it is currently under 500 RON.
 
Why is this change being implemented?
 
According to the lawmakers, the purpose is to:
  • Increase the legal accountability of SRLs toward creditors (including state creditors);
  • Deter abuse, where companies are created with symbolic capital and used to generate debt or fraud;
  • Strengthen protections for suppliers, clients, and the state by ensuring founders have a minimum financial stake in the business;
  • Improve creditor recovery in the event of insolvency or bad debt.
     
The former rule (1 RON capital) made it too easy for individuals to set up companies with no real financial commitment, increasing the risk of fraud and undermining creditor trust.
 
Special benefit: Reduced publication cost
 
For SRLs that voluntarily increase their share capital to 5,000 RON by December 31, 2026, there is a 50% discount on the official publication fee in the Official Gazette (Part IV), provided that the amendment is only related to implementing the new share capital rule.
 
Conclusion and Financess Recommendation
 
The new regulations regarding share capital for SRLs are designed to create a more transparent, responsible, and stable business environment in Romania. If you’re an entrepreneur or business owner, it’s essential to review your company’s turnover and comply with these changes in due time.
❗ Failure to act may lead to the dissolution of your company. However, with the right guidance, you can handle these changes quickly and effectively.
 
✅ The team at Financess is here to help you assess your situation, update your company documents, and stay compliant — so you can focus on growing your business.
📞 Phone: (+40) 749 097 969
📧 Email: contact@financess.ro