by Florin Gherghel, Tax Manager Ensight Finance
Similarly as in past years, the Romanian fiscal norms were modified significantly in December 2025. The main amendments are presented below.
A. Law no. 239/2025
It was published on 15.12.2025 in the Official Gazette.
1. Inactive legal entities – in force from 18.12.2025
A legal entity may be declared inactive if the respective legal entity does not have a bank account in Romania or if it has not submitted the financial statements in 5 months from the due term.
The legislation is not clear whether the above obligation related to the existence of a bank account in Romania is applicable only to Romanian legal entities or whether foreign entities registered for tax purposes in Romania (either through a branch, a fiscal permanent establishment or only registered for VAT purposes) are liable to the above obligation. We have requested clarifications from the tax authorities regarding these aspects.
2. Sale of shares – in force from 18.12.2025
The sale of shares of a limited liability company by the shareholder having control over the company is enforceable with the tax authorities in the following conditions:
- there will be an obligation to validate the transfer by the tax authority by submitting a notification within 15 days of the date of the transfer,
- if there are outstanding tax obligations, guarantees or their payment are requested,
- when registering the transfer in the trade register, proof of the tax authority’s agreement regarding the establishment of guarantees is to be presented.
3. Minimum value of the share capital – in force from 18.12.2025
The minimum value of the share capital of limited liability companies is established depending on the level of net turnover reported in the annual financial statements for the previous financial year, respectively, in the case of companies that have registered a net turnover over RON 400,000, the minimum value of the share capital is RON 5,000.
In the case of newly established limited liability companies, the minimum value of the share capital is RON 500.
Failure to meet the conditions provided by law entails the risk of dissolution of the company.
4. Fiscal Code amendments
a) Tax regime applicable to expenses with affiliated entities
Expenses with affiliated entities have their deductibility limited to 1% of the total expenses recorded in the fiscal year of calculation for expenses related to intellectual property rights, management and consultancy expenses, in relation to affiliated entities that are not established/constituted and do not have their place of effective management in Romania.
These provisions do not apply to, amongst others, taxpayers paying minimum turnover tax, taxpayers who have a price agreement or requested ANAF, starting with 2027, to issue a price agreement that concerns transactions carried out with non-resident affiliated persons.
The following expenses are not included: (i) expenses incurred to obtain trademarks, industrial designs, copyrights and similar registered in Romania, (ii) expenses that are capitalized in the value of tangible and intangible assets. Also, the excluded expenses are not considered when determining the limit of 1%.
Taxpayers who fall under this new tax regime will apply the tax treatment in 2026 or in the modified tax year starting in 2026.
b) Gains from the transfer of titles
The new rules provide for the increase of tax rates in the case of withholding tax by Romanian tax resident intermediaries for income obtained from the transfer of value titles and from operations with derivative financial instruments. Thus, gains obtained from value titles and financial instruments held for more than 365 days will be taxed at 3%, and those held for less than 365 days at 6%.
The tax rate on gains from the transfer of value titles, other than those obtained through Romanian tax resident intermediaries, is also increased from 10% to 16%.
The amendment applies to transactions carried out starting with January 1, 2026.
c) Special tax on high-value goods
Starting January 1, 2026, the tax rates will increase as follows:
- from 0.3% to 0.9% for residential buildings with a value greater than RON 2,500,000;
- from 0.3% to 0.9% for cars with a value greater than RON 375,000.
d) Local taxes
Starting January 1st 2026, the local taxes (tax on buildings, lands, vehicles) have been increased significantly.
5. Granting loans and distributing dividends to shareholders or associates – in force from 18.12.2025
New provisions are introduced at the level of Law 31/1990 on Companies Law regarding several cases, out if which we mention the main changes.
Companies that distribute dividends quarterly may not grant loans to shareholders or associates or to other affiliated persons, before regularizing the differences resulting from the distribution of dividends during the year.
Companies that, based on the annual financial statements, have a net asset value reduced to less than half of the value of the subscribed share capital, may not repay the shareholders or associates or to other affiliated persons, the loans taken from them.
Failure by companies to comply with the prohibitions constitutes a contravention with a fine of RON 10,000 to RON 200,000 by the tax authorities.
B. Emergency Ordinance no. 89/2025
It was published on 24.12.2025 in the Official Gazette.
1. Minimum turnover tax
Taxpayers who register a turnover of more than EUR 50,000,000 in the previous year and who determine a profit tax lower than the minimum turnover tax in the calculation year are obliged to pay profit tax at the level of the minimum turnover tax. The tax rate for 2025 was 1% of the calculation base. For the tax year 2026/amended tax year starting in 2026, the tax rate will be 0.5%.
The minimum turnover tax is to be eliminated starting with 2027/amended tax year starting in 2027.
2. Tax on microenterprise income
The 3% tax rate is eliminated starting January 1st, 2026. The 1% tax rate is maintained, which becomes a single rate for all microenterprises, regardless of the activity carried out or the income generated.
The tax regime applies starting January 1, 2026 to companies that have not exceeded the equivalent in RON of EUR 100,000 turnover. The verification of the ceiling for 2026 is made based on the income generated until December 31st, 2025.
If the turnover recorded on December 31, 2025 exceeds the ceiling of EUR 100,000, the company will become a payer of profit tax starting January 1st, 2026.
3. Construction Tax
The construction tax will only apply for the year 2026 and will be repealed again starting January 1st, 2027.
4. RO e-Invoice
Starting January 1st, 2026, the deadline for submitting invoices to the national electronic invoice system RO e-Invoice is 5 working days from the date of issuance of the invoice, but no later than 5 working days from the deadline for issuing the invoice. Previously, the deadline was 5 calendar days from the date of issuance.
