CHANGES TO LLC AUTHORIZED CAPITAL FROM 2026: WHAT THE NEW BILL WILL PROVIDE

Romania is preparing important changes to corporate legislation that will affect both existing companies and prospective business owners. This involves revising the minimum authorized capital for limited liability companies (SRLs). The document is still in draft form, but its adoption is highly likely in the near future.

NEW RULE: AUTHORIZED CAPITAL WILL BE BASED ON TURNOVER

Starting January 1, 2026, the minimum authorized capital for LLCs will no longer be fixed. It will be determined based on the company’s annual net turnover for the previous financial year.

Basic capital thresholds:

• 500 lei is  minimum capital for all newly established LLCs.
• 5,000 lei is  mandatory authorized capital for companies with an annual net turnover exceeding 400,000 lei.

Thus, companies with low turnover will be able to start operations with minimal investment, while more active enterprises will be required to increase their capital to the established threshold.
If the company’s turnover exceeds the limit of 400,000 lei, then the increase in the authorized capital must be completed before the end of the financial year following the reporting year.

TRANSITION DEADLINES FOR EXISITING COMPANIES

All LLCs registered in the Trade Register are required to renew their authorized capital within two years of the law’s entry into force.

This means that businesses will have a designated period to make changes to their constituent documents and capital structure.
For companies that exceed the turnover threshold, a stricter deadline applies: increasing the authorized capital to 5,000 lei must be completed by the end of the next financial year.
Failure to comply with the deadline may result in the risk of liquidation of the limited liability company.

HOW WILL THE PROCEDURE TAKE PLACE IN PRACTICE?

For previously established companies the procedure remains quite simple:

• Deposit the required amount into the company’s bank account.
• Transfer the funds as a contribution to the authorized capital.
• After the transaction is confirmed, the funds are returned to the company’s account and can be used as usual.
• Prepare amendments to the founding act and register them in accordance with the established procedure.
• This must be completed by December 31, 2027, or whenever any changes are made to the SRL structure.

For new companies, effective January 1, 2026, the registration process will become more formal:

• The company name is reserved.
• The founder opens a special Capital Social bank account.
• A minimum deposit of 500 lei is required.
• The bank issues a certificate of capital contribution.
• Only then can the company be registered in the state registry.
• It’s important to note that opening an account may take additional time—banks request confirmation of the administrator’s address, the individual’s documents, and other information.

WHAT DOES IT MEAN FOR BUSINESS?

The new bill aims to increase the transparency and sustainability of the corporate environment. At the same time, it is important for entrepreneurs to assess their turnover and financial indicators now and prepare for the transitional requirements in advance.

WE CAN ASSIST AND FULLY SUPPORT THE PROCESS OF CHANGING OF AUTHORIZED CAPITAL

Changing the authorized capital amount is a legally significant procedure that requires proper documentation, interaction with the bank, and registration of the changes in the commercial register.

We provide full support:

• Analysis of the company’s current structure and legal requirements;
• Preparation of all necessary documents;
• Arrangement of deposits into Capital Social;
• Interaction with the bank;
• Registration of changes to the constituent documents;
• Submitting data to the commercial register;
• Monitoring the completion of all formalities within the established deadlines.

We provide a turnkey process so you can continue running your business without risks or delays.

WHY YOU SHOULD USE OUR PROFESSIONAL SUPPORT