As 2026 begins, a comprehensive set of tax, fiscal, and legal reforms take effect in Romania. These changes impact corporate taxpayers and SMEs across areas including corporate taxation, local taxes, VAT compliance, and corporate governance. Below is a concise overview of the most relevant changes effective from January 1, 2026, structured by topic.

Mandatory Bank Account

All companies must maintain a payment account in Romania, either with a private bank or at the State Treasury. Newly registered firms have 60 business days from incorporation to open such an account. Non-compliance not only incurs fines (RON 3,000–10,000) but is now explicitly a basis for being declared fiscally inactive. Starting 2026, if a company lacks a Romanian bank/treasury account, the tax authority can mark it inactive, which suspends its VAT code and expense deductibility.

 

Inactive Status and Dissolution

The law tightens the timeline on inactive companies. A firm that fails to submit its annual financial statements within 5 months after the due date will be declared inactive by tax authorities. Once inactive, if it doesn’t rectify the situation within 12 months, the company faces dissolution proceedings initiated ex officio. In fact, ANAF must request dissolution after one year of continued inactivity.

 

Minimum Share Capital Requirements

Romania is re-imposing minimum capital rules for SRLs:

• Newly incorporated LLCs (SRLs) from 2026 must have at least RON 500 share capital (roughly €100).
• Existing companies are unaffected unless they grow: Any SRL whose annual turnover exceeds RON 400,000 (≈€80k) must increase its share capital to at least RON 5,000. The law gives until the end of the following financial year to make this capital infusion.
• Transition period: Companies already above the turnover threshold have a 2-year window (until end of 2027) to comply with the new capital minimum. Failure to meet the capital requirement by the deadline can result in the court ordering dissolution of the company.

 

Net Assets and Loan Restrictions

To strengthen financial discipline, companies with weakened equity face new constraints:

• If a company’s net assets (equity) fall below half of its subscribed share capital, it cannot distribute dividends (including interim dividends) until net assets are restored above 50% of capital. This extends the pre-existing Company Law rule by tying it to dividend blocks and fines.
• Likewise, a company in that under-capitalized position cannot repay any loans to its shareholders or affiliated persons. Any shareholder loan repayment made while equity is <50% of capital can trigger joint liability – both the company and the beneficiary shareholder may be held jointly liable for unpaid tax debts up to the amount repaid.

 

Capital Restoration Duty

If a company has negative net assets or less than half of capital, it is generally required to replenish equity (e.g. via capital increase). The new law sets a firm timeline: such a company must correct its net asset situation by the end of the next financial year after the issue is discovered. If it fails to restore equity above the threshold in that time, it faces a fine ranging from RON 10,000 to 200,000. Moreover, if the company remains under-capitalized for two consecutive years and has outstanding shareholder loans, it must convert those loans into share capital. Not performing this debt-to-equity conversion is punishable by a higher fine (RON 40,000 to 300,000). In extreme cases, persistent failure to rebalance capital can lead authorities or interested parties to seek judicial dissolution of the entity.

 

Interim Dividends

The practice of quarterly dividends is further regulated. A company may not distribute interim (quarterly) dividends if it still has unsettled losses or unpaid adjustments from previous distributions. Essentially, all prior interim dividends must be finalized (through annual financials) before new ones can be declared. Companies should carefully calculate profits and ensure compliance to avoid penalties.

 

Share Transfers and Tax Clearance

To prevent tax avoidance through ownership changes, transferring a controlling stake in an SRL now requires tax authority notification and clearance. The law stipulates that when a majority shareholder sells/assigns their shares:

• The company (or transferor/transferee) must notify ANAF within 15 days of the transfer, including an updated Articles of Association showing the new owners.
• Before the transfer can be registered at the Trade Registry, the company must obtain a tax clearance certificate. If the company has any outstanding tax liabilities, the buyer or company must provide a guarantee covering those debts, and ANAF must approve this guarantee. The Trade Registry will refuse to record the new shareholder unless either (a) there are no debts per the tax certificate, or (b) debts are secured and tax authorities consent. If liabilities aren’t settled within 60 days after the transfer registration, the guarantees can be executed.
  This effectively makes share sales enforceable against ANAF only if tax debts are addressed. Buyers of companies must now conduct careful due diligence on any outstanding taxes and be prepared to escrow or guarantee amounts due. This measure protects the State’s claims and is a notable new step in M&A procedures for Romanian companies.

 

Other Administrative Reforms

The legislative package also enhances tax enforcement powers. For example, tax and customs inspectors will be equipped with body-worn cameras during inspections (recordings may be used in investigations), and officials may undergo integrity testing and psychological evaluations to prevent corruption. Additionally, rules for payment rescheduling (tax installment plans) are stricter: large taxpayers must provide surety agreements, and simplified installment requests are capped (liabilities up to RON 400k for companies). Insolvency law changes also expand liability of directors and closely connected persons for actions draining a company before bankruptcy.

Profit Tax Deductibility Cap

Expenses paid to foreign affiliated companies for management, consultancy, or intellectual property are now deductible only up to 1% of total expenses per year. Any such intra-group costs exceeding 1% are non-deductible for corporate tax. (This rule exempts certain cases, e.g. companies with prior year turnover over €50 million or those holding an advance pricing agreement).

 

Microenterprise Income Tax

The microenterprise regime is restricted and simplified from 2026. Only companies with turnover under €100,000 (down from €250,000) may apply the 1% tax on revenue, and the higher 3% rate is eliminated. The regime is simplified to a single 1% tax rate, with the minimum employee requirement maintained, while sector-based eligibility restrictions are removed.

 

Minimum Turnover Tax

Large companies with turnover over €50 million remain subject in 2026 to the minimum turnover tax (IMCA), but the rate is reduced to 0.5% (down from 1%). This minimum tax applies only during 2026 and will be fully abolished in 2027.

 

Construction Tax Repeal

 The 1% “pole tax” on construction value will be eliminated starting 2027.

Dividend Withholding Tax

The tax on dividends distributed to both individuals and companies rises to 16% (from 10%) for any distributions made on or after January 1, 2026, regardless of the profit’s year.

 

Shareholder Benefits

Similarly, any goods or services provided by a company to its shareholders for personal use, or amounts paid to shareholders above market value (often treated as other income), will now be taxed at 16% (up from 10%).

 

Capital Gains on Securities

 The withholding tax on stock and securities gains is increasing. For transactions done through brokers, the tax will be 3% (if the sold assets were held >1 year) or 6% (if held ≤1 year). Gains from sales not via a financial intermediary (including certain direct share sales) now incur a 16% tax (previously 10%).

 

Cryptocurrency Gains

Income from cryptocurrency (virtual currency) transfers will be taxed at 16% starting in 2026 (up from 10%). The de minimis rule remains: individual crypto gains under RON 200 per transaction are exempt, provided total gains in a year do not exceed RON 600.

Higher Property Tax Base

Significant changes in local building tax take effect. The standard taxable value for buildings has been substantially updated for 2026 – for example, a concrete residential building’s notional value jumps from 1,000 lei/m² in 2025 to 2,677 lei/m² in 2026. With local councils still setting tax rates (between 0.08%–0.2%), this tripling of the tax base means many companies and individuals will see a sharp increase in property tax bills. Each city will apply its chosen rate to the higher valuations.

 

Land and Vehicle Taxes

Land tax exemptions for certain categories (degraded land, etc.) are eliminated in 2026, and new land tax incentives are limited. Vehicle taxes also change – local councils will tax vehicles more steeply based on emissions (pollution norm). Notably, electric cars, previously exempt, will incur an annual tax of RON 40 starting in 2026. Other vehicles’ road taxes will generally increase for older, high-emission engines (details vary by engine capacity and Euro standard as set by each locality).

 

“Luxury” Assets Tax

The special tax on high-value assets is tripled from 2026. Residential buildings valued over RON 2.5 million and cars over RON 375,000 will be subject to an annual tax of 9% of value (up from 0.3%).

 

Reduced Exemptions

Some local tax exemptions are scaled back. For instance, agricultural and tourism-related properties lose full exemptions – e.g. farm greenhouses, silos, and agrarian storage buildings will no longer be 100% tax-free, but instead get a 50% tax reduction from 2026. Also, the previous 50% tax discount for hospitality buildings used under 180 days/year is removed, meaning hotels/pensions may owe full property tax year-round.

 

E-Property Registry

To improve administration, authorities are implementing “RO e-Proprietate”, a centralized electronic registry of real estate assets. This system, effective 2026, will consolidate property data nationwide to aid local tax assessment and enforcement.

VAT Registration Threshold

The VAT registration threshold was set to RON 395,000 (approx. €80,000) as of August 2025. Thus in 2026, small businesses exceeding RON 395k turnover must register as VAT payers.

 

RO E-Invoice (E-Factura) Mandate

Starting January 1, Romanian companies must transmit invoices through the RO e-Factura system within 5 working days of issuance (a shift from 5 calendar days in 2025).

 

Scope Expansion

The e-invoicing obligation now extends to invoices issued to non-resident businesses that are registered for Romanian VAT. In other words, if a Romanian firm sells to a foreign company that has a RO VAT code (without a local establishment), those invoices must also go through e-Factura.

 

B2C Reporting

For sales to individuals (B2C), new reporting rules apply from January 15, 2026. Businesses must correlate e-Factura data with their VAT returns for B2C operations. This implies increased scrutiny of retail invoices (especially in high-fiscal-risk product categories) through the government platform.

 

Penalties

Failure to comply with the e-Factura submission timelines or requirements constitutes a contravention, enforced under the Fiscal Procedure Code.

 

RO E-VAT (Pre-Filled Returns)

The new system of pre-completed VAT returns (RO e-TVA) is made less burdensome. Starting 2026, companies are no longer required to respond to discrepancies identified in the draft VAT returns generated by the tax authority. The “RO e-TVA Compliance Notice” is repealed, meaning firms won’t have to formally justify differences between their filings and the pre-filled data. Additionally, for businesses using the cash-accounting VAT scheme, the transmission of any e-TVA notifications is suspended until September 30, 2026, by which time the system should be fully functional.

Minimum Gross Wage Increase

As of 1 July 2026, the gross minimum wage is increased to RON 4,325.

 

Minimum Wage Tax Facility

The fiscal incentives for low-income employees continue, though phasing down. For January–June 2026, employers can still apply a RON 300 per month tax-free allowance for employees earning the minimum gross wage. This portion of salary is exempt from income tax and social charges, effectively boosting net pay. For July–December 2026, the tax-free amount is reduced to RON 200 per month.

 

Health Insurance Cap for Independents

For self-employed individuals (PFA) and other independent activity earners, the annual health insurance contribution (CASS) ceiling increases. The maximum CASS base is 72 gross minimum salaries for 2026 (up from 60). In practice, this means higher-income freelancers will owe up to RON ≈72 × minimum wage × 10% as CASS. If net earnings ≤72 min wages, they pay 10% on actual net income; beyond that, contributions are capped at the 72-wage level.

 

Sick Leave Compensation 

A temporary measure affects sick pay. For medical leave certificates issued between Feb 1, 2026 and Dec 31, 2027, employers no longer pay the first day of medical leave. Information regarding the medical leave will also need to be registered with Electronic Labor Registry (REGES) .

 

Electronic Labor Registry (REGES) Updates

Romania has moved to a fully online employee registry (REGES-Online, replacing Revisal). With this, employers must promptly record all medical leave in the electronic system, which automatically suspends the employee’s labor contract during the sick leave. Employees are required to send medical certificates immediately, and employers must forward them to accounting to input in REGES-Online. Failure to operate these suspensions in REGES can result in fines of RON 5,000–8,000 by the labor inspectorate.

 

Registering Work Locations

A new corporate obligation – “secondary work points” with 1–5 employees must be registered for a unique tax identity. Effective January 1, 2026, companies that have any location employing 1–5 people (a local office, shop, etc.) must obtain a distinct Tax Identification Code (CUI) for that work point.

 

Tougher Labor Penalties

To combat the underground economy, fines for undeclared work have increased. Each case of an employee working without a proper contract now carries a penalty of RON 40,000 (up from RON 20,000), with a cumulative cap of RON 1 million for multiple violations.

Short-Term Rentals (Airbnb-Type)

Individuals renting out property on a short-term basis face new tax rules. From 2026, income from renting personal residences for periods under 30 days is calculated with a flat 30% expense deduction and taxed at 10% on the remaining net income. This yields an effective tax of ~7% of gross rents. Hosts must keep a rental income ledger and pay health insurance if their rental income exceeds certain thresholds (6, 12 or 24 × minimum wage, depending on total income). (Traditional long-term rental income continues with a 20% flat expense deduction and 10% tax). These rules, aimed at platforms like Airbnb/Booking rentals, draw informal rentals into the tax net.

 

Import Parcel Fee

A new logistics fee of RON 25 per package is introduced for low-value goods imported from outside the EU. Effective November 1, 2025, this fee applies to each parcel under €150 entering Romania (often via postal/courier services for e-commerce). The obligation to declare and pay the fee falls on the delivery service or courier, which can recover it from the seller or platform. Essentially, online orders from Asia/US under €150 may now include an extra 25 lei charge. Companies in e-commerce logistics need to comply with collection and remittance of this fee to authorities.

 

E-Transport Enforcement

While not new in 2026, note that the RO e-Transport system (for monitoring high-risk goods in transit) continues to be enforced, with phased-in penalties as established in late 2024. Firms moving goods like vegetables, alcohol, or construction materials must use the e-Transport reporting or face fines/confiscation, as the grace period has ended.

 

Double Tax Treaty with UK

On the international front, a new Romania–United Kingdom Double Taxation Convention enters into force on January 1, 2026. This updated treaty will apply to dividends, interest, royalties, and other income flows, altering withholding tax rates and mutual tax cooperation between the two countries. Affected businesses with UK dealings should review the new treaty provisions (e.g. reduced withholding rates on certain payments, effective in Romania from Jan 1 and in the UK from April 2026 for corporation tax).