What obligations do existing companies, startups, and growing private limited companies have?
Starting with the month December 2025, with the entry into force of Law no. 239/2025, The regime of the share capital of limited liability companies is substantially modified. The new law does not only apply to newly established companies, but also imposes obligations on existing companies. Concrete compliance obligations for already existing SRLs, which must be carried out by increase the share capital if it does not correspond to the level imposed by the turnover achieved. The share capital is no longer a purely formal element, but becomes a legal indicator directly related to the economic dimension of the society.
This change directly affects both startups, as well as growing companies, Those who must check their financial situation and adapt their constituent documents within the legal deadline.
Minimum share capital upon establishing an SRL: 500 lei
According to Art. VI, paragraph (2) of Law no. 239/2025, for limited liability companies Newly established, The minimum value of the share capital is set at 500 lei. This rule applies to all SRLs registered after December 18, 2025, and it maintains accessibility for entrepreneurs just starting out.
From a legal perspective, the legislator chose to maintain a low threshold for the start of activity, avoiding the transformation of share capital into an entry barrier into the market.
Share capital of 5,000 lei for companies that exceed 400,000 lei in turnover
The central element of the reform is introduced by Art. VI, paragraph (1), which establishes that the minimum value of the share capital of an SRL is determined according to the net turnover reported in the annual financial statements for the previous financial year.
In the case of companies that have registered a net turnover exceeding 400,000 lei, The minimum share capital becomes 5,000 lei. This obligation directly concerns SRLs already registered, Not only those newly established ones, and the lack of updating of the share capital at this level produces legal effects..
The express obligation to increase the share capital for existing companies
In order to avoid administrative blockages, the law establishes a clear transitional period. According to Art. VI, paragraph (6), Companies with limited liability registered in the commercial register are obliged to major capital increase by amending the articles of association, so that it complies with the new thresholds, within a maximum of two years from the date the law comes into force.
This provision is essential: companies that, at the time the law comes into force, already have a turnover of over 400,000 lei, but a share capital of less than 5,000 lei, must actually carry out the increase, not just formally stipulate it.
50% reduction in publishing costs by December 31, 2026
To encourage early compliance, Art. VI, paragraph (7) provides that SRLs that increase their share capital until December 31, 2026 benefited from one 50% reduction in the publication fee in the Official Gazette of Romania, Part IV.
The facility applies exclusively in the case where the amendment of the articles of association concerns: only the increase in the share capital, Without any other associated changes, this is a pragmatic argument for not delaying this obligation.
What entrepreneurs need to do concretely
Entrepreneurs must verify the turnover reported in the financial statements, compare the current level of share capital with the new legal thresholds and, if necessary, initiate the procedure for increase in the share capital and amending the articles of association within the legal deadline. Delaying this obligation can generate difficulties in the relationship with the Trade Register, with the tax authorities, and in eventual corporate transactions.
