Romania Fiscal Changes 2026: What Employers, HR Teams, and Businesses Need to Know

Romania's fiscal framework changed substantially on 1 January 2026. The primary legislative instrument is Law No. 239/2025 on the recovery and efficiency of public resources, promulgated on 15 December 2025 and validated by the Constitutional Court. The changes span corporate income tax, personal income tax, investment taxation, share capital requirements, mandatory banking, and local taxation — affecting every business operating in Romania, from multinational companies with Romanian subsidiaries to small SRLs and PFAs.

This article covers the changes as they actually apply in 2026, with specific figures, deadlines, and compliance steps for employers, HR teams, and finance departments managing Romanian entities.

Share Capital Requirements: Who Must Act and By When

The share capital rules under Law 239/2025 introduced two thresholds that affect existing Romanian companies.

Newly established SRLs (limited liability companies) are required to have a minimum share capital of RON 500 at registration. This replaces the previous symbolic minimum of RON 200 and applies to all new registrations from 1 January 2026.

Existing SRLs with net turnover exceeding RON 400,000 in the preceding financial year are required to increase their share capital to at least RON 5,000. This obligation applies progressively: companies that exceeded the RON 400,000 threshold in 2025 must complete the capital increase by the statutory deadline for filing the 2025 annual financial statements. Companies that cross the threshold in 2026 must complete the increase by the deadline for the 2026 annual statements.

The share capital increase is completed through a General Meeting resolution, the preparation of an updated constitutive act, registration with the Trade Registry, and publication in the Official Gazette. Companies that fail to complete the required increase risk being declared fiscally inactive by ANAF — a status that blocks VAT registration, prevents the issuance of a tax clearance certificate, and can ultimately lead to automatic dissolution proceedings.

For companies that have been operating with minimal share capital as a deliberate structure — common in Romania's early-stage SRL ecosystem — this requirement forces an actual injection of funds or a capitalisation of reserves that must be properly documented in the company's accounting records.

Mandatory Bank Account Requirement

Law 239/2025 introduces the obligation for all legal entities registered in Romania to maintain at least one active payment account with a Romanian banking institution or the State Treasury. This obligation is not new in spirit — it was previously implicit in various payroll and tax payment requirements — but is now explicitly codified with direct consequences for non-compliance.

Entities that do not hold an active Romanian bank account risk being flagged as fiscally inactive by ANAF. Fiscal inactivity has cascading consequences: the company's counterparties can no longer deduct VAT from invoices issued by an inactive entity, contracts signed by inactive entities lose their fiscal enforceability in several respects, and the path back to active status involves a formal administrative procedure that takes time.

For foreign employers with Romanian branches, representative offices, or subsidiaries, this requirement is particularly relevant. A branch that processes payroll and pays social contributions through a foreign parent entity's account — rather than through a dedicated Romanian account — should review its banking structure to confirm compliance.

Investment Income Tax: New Rates Effective 1 January 2026

The rates applicable to investment income — including gains from securities, dividend income at the source, and gains from derivative financial instruments — were revised upward by Law 239/2025.

For gains from securities (shares, bonds, fund units) traded through authorised Romanian brokers, the withholding tax rates are:

• Holdings sold after more than one year: 3% (increased from 1%)
• Holdings sold within one year: 6% (increased from 3%)

For gains from transactions not intermediated by Romanian authorised brokers — including direct share transfers, transactions on foreign platforms, and gains from crypto-currency — the rate increases to 16% (from 10%), with a non-taxable threshold of RON 200 per transaction maintained, provided that total annual gains from such transactions do not exceed RON 600.

The practical HR implication: Romanian employees who participate in employee share schemes, stock option plans, or RSU programmes administered by a foreign parent company — where shares are held or sold outside the Romanian brokerage system — are subject to the 16% rate on gains, not the 3% or 6% rate. This has implications for how employers communicate the net value of equity compensation to Romanian employees and how the self-declaration obligations (D212 form) are managed at year-end.

Dividend income distributed by Romanian companies is subject to a withholding tax of 8% — unchanged in 2026 — but the interaction with the new investment gain rates must be tracked carefully where distributions are made in the form of shares rather than cash.

Microenterprise Tax: Rates and Thresholds in 2026

The microenterprise income tax (impozit pe veniturile microintreprinderilor) continues to apply at two rates in 2026:

• 1% for microenterprises with annual turnover up to EUR 500,000 that also have at least one employee on a full-time employment contract
• 3% for microenterprises that do not meet the one-employee condition, or that have annual turnover exceeding the relevant threshold

The eligibility ceiling for the microenterprise regime is EUR 500,000 annual turnover (approximately RON 2.5 million at current exchange rates). Companies that exceed this ceiling in a fiscal year automatically shift to the standard corporate income tax regime of 16% from the following quarter.

The microenterprise regime remains unavailable to companies in certain sectors — banking, insurance, capital markets, gambling, oil and gas exploration — regardless of turnover size. Companies with shareholders who hold more than 25% in three or more Romanian microenterprises cannot apply the 1% rate across all entities; only one of the connected entities may apply the 1% rate.

IMCA: Minimum Turnover Tax for Larger Companies

The Minimum Turnover Tax (IMCA) introduced in 2023 continues to apply in 2026 to companies that are not in the microenterprise regime and that have annual turnover of EUR 50 million or more. IMCA is calculated at 1% of the turnover base and applies where the calculated IMCA exceeds the company's standard corporate income tax liability for the period.

Law 239/2025 introduced a specific asset retention obligation linked to the IMCA depreciation reduction. Companies that have applied the depreciation reduction allowed under the IMCA regime must retain the relevant assets in their patrimony for a period equal to half of the asset's economic useful life, but not exceeding five years, from the fiscal period in which the reduction was applied. If the asset is sold, transferred, or scrapped before this retention period expires, the company must recalculate the minimum tax and pay ancillary liabilities from the date of the original reduction.

Exceptions apply where the disposal results from a reorganisation, a liquidation procedure, destruction, or theft — provided these events are documented through court records or audited accounting records.

For companies managing significant fixed asset bases — manufacturing, logistics, real estate — the IMCA asset retention rule creates a compliance tracking obligation that must be integrated into the fixed asset register and reviewed before any disposal decision is taken.

Corporate Income Tax: Limited Deductibility for Management and Consultancy Fees

For companies subject to the standard 16% corporate income tax rate (not IMCA-scale companies, not microenterprises), Law 239/2025 tightened the deductibility rules for certain categories of expenses:

• Management fees, consultancy fees, and service fees paid to related parties are now subject to a deductibility cap where the payer cannot demonstrate that the services were actually rendered and that the charged price reflects arm's length conditions
• Royalties, licence fees, and other payments for intellectual property rights paid to related parties are subject to the same arm's length documentation requirements

These rules are particularly relevant for Romanian subsidiaries of multinationals that pay management fees, intra-group service fees, or royalties to parent entities. The tax authority ANAF has strengthened its transfer pricing audit capabilities alongside these legislative changes, and companies that cannot produce robust documentation — a transfer pricing file showing the actual services rendered, the methodology used to price them, and comparables — face disallowance of the deduction and assessment of additional corporate tax plus penalties.

Local Tax Changes: Buildings, Land, and Vehicles

Law 239/2025 revised the local tax framework for immovable assets and vehicles in ways that affect companies owning or leasing property and vehicles in Romania.

For buildings, local councils now apply tax rates to valuations computed using updated taxable value tables that reflect current market conditions more closely than the previous methodology. Companies that owned commercial buildings valued under the old methodology may see local tax assessments increase by 10% to 30% depending on the municipality and property type.

The e-Property (e-Proprietate) system is formally established as the centralised registry of immovable assets across Romania, intended to improve the efficiency of local tax collection and reduce under-reporting of property ownership. All immovable assets must be registered in e-Property; discrepancies between the Land Registry records and local tax authority records are being systematically resolved through cross-checks enabled by the system.

For company-owned vehicles, the local tax calculation base is updated annually using an indexed grid. In 2026, the vehicle tax rates increase in proportion to engine displacement and vehicle age, with the highest increases applying to older high-displacement vehicles. Companies with large fleets — particularly in transport, construction, and field services — should recompute their annual vehicle tax liability based on the updated grid.

e-TVA: Mandatory Pre-Filled VAT Declarations

The e-TVA system, introduced in 2024 and progressively expanded, became mandatory for all VAT-registered companies in Romania in 2026. Under e-TVA, the Romanian Tax Authority ANAF pre-fills the VAT declaration (form D300) using data from the e-Factura electronic invoicing system and from bank account statements reported through the RO e-Transport and financial institution reporting systems.

VAT-registered companies receive a pre-filled draft declaration from ANAF and must review, correct if necessary, and confirm it by the standard VAT declaration deadline (25th of the following month for monthly filers). Where the pre-filled declaration differs from the company's own accounting records, the company must submit a corrected declaration with documentation supporting the corrections.

The system creates a new compliance dynamic: errors in e-Factura invoice data — wrong VAT amounts, missing buyer identifiers, incorrect invoice dates — propagate directly into the pre-filled e-TVA declaration and require corrections at the declaration stage. Companies that have been inconsistent in their e-Factura reporting will find e-TVA a forcing function for accounting accuracy.

Share Transfer Restrictions When a Company Has Tax Debts

Law 239/2025 introduced a specific restriction on share transfers in Romanian companies that have outstanding tax obligations to the state. Transfers of shares in an SRL where the company has confirmed tax liabilities are now enforceable against ANAF only after the company notifies ANAF of the intended transfer at least 15 days in advance and provides guarantees covering the outstanding tax debt.

This rule affects M&A transactions, restructuring operations, and management buy-outs involving Romanian entities with any open tax balance. Legal due diligence for any Romanian company acquisition should now include a check of the company's tax clearance status and an analysis of whether the notification and guarantee requirements are triggered.

Payroll Compliance for Employers: Key Points for 2026

The 2026 changes create several direct payroll and HR compliance obligations for employers:

First, the mandatory bank account rule means all salary payments must be processed through a Romanian banking account of the employer. Payroll processed through a parent company's foreign account and credited directly to employee accounts without passing through a Romanian employer account is non-compliant.

Second, the investment income reporting obligations for employees with equity compensation — RSUs, stock options, ESPP shares — managed outside the Romanian brokerage system must be tracked and communicated to employees who are required to self-declare these gains on their annual D212 income tax return.

Third, companies that are SRLs and cross the RON 400,000 turnover threshold must complete the share capital increase before the annual financial statement filing deadline, and this must be reflected in the balance sheet submitted to the Finance Ministry.

Fourth, the e-TVA pre-filled declaration system means that payroll-related invoices, HR service provider invoices, and other employment-related costs captured in e-Factura must be accurately recorded to avoid correction cycles in the monthly VAT declaration.

Implications for Companies Employing Foreign Workers

For companies employing non-EU workers in Romania under GEO 32/2026, the 2026 fiscal changes create an additional compliance layer. Foreign workers in Romania are subject to Romanian personal income tax and social contributions from their first day of employment under a Romanian contract. The investment income tax changes are relevant for workers with equity compensation from their foreign employer. The mandatory bank account rule means salary must be paid into a Romanian account — which intersects directly with the obligation under GEO 32/2026 for non-EU workers to receive salary via bank transfer.

Companies using the Employer of Record (EOR) structure for foreign workers in Romania should verify that the EOR provider has confirmed compliance with the 2026 fiscal changes — particularly the share capital requirements applicable to the EOR entity, the bank account holding, and the e-TVA and e-Factura reporting for services invoiced to the client.

How Nestlers Group Supports Compliance with Romania's 2026 Fiscal Framework

Nestlers Group's Payroll and HR Compliance team advises companies on the 2026 fiscal changes as they affect payroll processing, employee benefit structures, and compliance with ANAF reporting requirements. Our Tax Advisory team provides guidance on the share capital increase obligations, IMCA asset retention documentation, and the deductibility requirements for management and consultancy fees in intra-group structures. For companies employing foreign workers, our Immigration Advisory team coordinates the fiscal compliance obligations that attach to the single permit and GEO 32/2026 framework alongside the standard Romanian payroll and tax obligations.

Sources: Law No. 239/2025 on the recovery and efficiency of public resources, published in the Official Gazette of Romania, December 2025; Romanian Fiscal Code (Law 227/2015, as amended by Law 239/2025); ANAF — e-TVA and e-Factura implementation guidance 2026; Romanian Ministry of Finance — IMCA application norms 2026; Local Tax Code provisions as amended by Law 239/2025; National Bank of Romania — exchange rate tables used for share capital conversion; Romanian Trade Registry — share capital increase procedures and deadlines