Law 239/2025 makes the minimum share capital conditional on the size of the business, moving away from the current rule that allowed a limited liability company (SRL) to be set up with just RON 1.

The new share capital thresholds

The minimum share capital is no longer fixed; it is now set on three levels:

  • Newly incorporated SRLs: required at the time of registration — a minimum share capital of RON 500.
  • Existing SRLs with net turnover below RON 400,000/year: the existing share capital remains unchanged (the current value — RON 1, RON 200, etc.).
  • Existing SRLs with net turnover above RON 400,000/year: the share capital must be increased to at least RON 5,000.

Deadlines and compliance obligations

This change does not affect only new companies; it may also affect existing ones.

The deadline for increasing capital (existing companies)

Existing companies that exceeded net turnover of RON 400,000 in the previous financial year must increase their share capital to RON 5,000 by:

  • the end of the financial year following the one in which the threshold was reached (for companies that exceed the threshold after the law enters into force);
  • no later than 2 years from the date the law enters into force (for companies that already exceed this threshold on 1 January 2026).

Temporary incentive

The law offers one benefit:

  • A 50% reduction of the fee for publishing in the Official Gazette (the Trade Registry fee) the resolution to increase the share capital, provided the increase is made exclusively to comply with the new law. Note: if the same general meeting (AGM) also introduces another change (e.g. opening a working point, changing the registered office, etc.), the reduction does not apply.
  • The incentive is available until 31 December 2026.

Penalties

Failure to comply with the obligation to increase the share capital exposes the company to the risk of dissolution, at the request of any interested party or of the National Trade Registry Office (ONRC).