FinMin announces new proposal for minimum share capital of limited liability companies in Romania

Romania’s minister of finance, Alexandru Nazare, announced a new proposal to introduce an adaptive minimum share capital system for limited liability companies (SRLs), linking the required capital to company size. 

The initiative follows consultations with entrepreneurs and aims to address widespread issues caused by the current symbolic capital threshold of just RON 1. Initially, the governing coalition announced that the minimum share capital for SRLs would increase to RON 8,000 for all such companies.

Under the proposal, newly created companies will start with a minimum share capital of RON 500. As businesses grow, the threshold will rise: companies with revenues between RON 395,000 and RON 7 million will be required to increase their share capital to at least RON 5,000, while firms exceeding RON 7 million in revenues will require a minimum of RON 90,000, Ziarul Financiar reported. 

To ease compliance, capital increases made by the end of 2026 will benefit from a 50% discount on publication fees in the Official Gazette, provided the change only concerns share capital.

Nazare stressed that while the one-leu capital rule was originally designed to support start-ups, it has fueled the proliferation of “phantom companies” – legal entities with no real activity, often used for tax fraud, debt evasion, or concealing beneficial owners. Such firms inflict heavy losses on legitimate businesses and the state, with unpaid taxes amounting to billions of lei. 

The new regulation would compel all SRLs to gradually increase their capital, exposing dormant or fraudulent companies. Genuine entrepreneurs will comply, while networks of shell firms will be filtered out. 

Nazare emphasized that, unlike in some EU states with low thresholds, Romania faces both a severe deficit and massive fraud linked to undercapitalized firms. He argued the reform is a shield, not a barrier, for honest businesses: deposited capital can be used for operational expenses. 

The draft remains under public consultation.

iulian@romania-insider.com

(Photo source: Gov.ro)