Romania SRL minimum share capital 2026 and share transfers

What share capital is and what it does

The share capital (capital social) of a Romanian SRL is the amount the shareholders subscribe and pay into the company at formation, divided into units called părți sociale. It is codified in Law 31/1990, the Companies Law, and it does three jobs at once: it fixes each shareholder's proportional stake, it forms the company's initial own funds, and it signals — to banks, counterparties, and the register — a baseline of capitalisation behind the limited-liability shield.

For most of the last decade the figure was treated as a formality, set at the statutory floor and never revisited. That changed at the end of . Law / raised the minimum, tied it to turnover, and gave existing companies a deadline to comply — the single most consequential change to Romanian SRL capital rules in years, and the reason this guide leads with it. If you formed an SRL before December , the number in your act constitutiv may now be below the legal floor.

Share capital in a Romanian SRL stopped being a rounding error in December . There is now a floor that scales with turnover and a deadline attached to it.

This guide covers the new capital minima, how părți sociale work and why an SRL has no true share classes, increasing and reducing capital, the share-transfer procedure at the Trade Register with its creditor-opposition and fiscal overlays, the sole-shareholder rule in Article , and which changes trigger a beneficial-owner re-filing. The formation basics sit in our complete SRL formation guide.

The minimum share capital: RON , RON ,, and why the floor moved

Here is the current position, and the recent history that produced it, because the search traffic on this question is driven almost entirely by people checking what changed.

Historically, the statutory minimum sat at RON , and that figure functioned as both the legal and the practical floor for years.
The amendments cut the statutory minimum to a symbolic RON , though RON persisted as the de facto minimum because banks and notaries still expected it.
Law /, in force from December , reversed that. The minimum for a newly incorporated SRL is now RON . For a company whose prior-year net turnover exceeds RON ,, the minimum is RON ,.

The RON figure is dead — do not rely on it. The new floor is graduated: RON as the entry level, stepping up to RON , once the prior financial year's net turnover clears RON ,. The threshold is assessed on the prior year's reported turnover and does not fall back if turnover later declines, so a company that crosses the line stays in the higher bracket.

For existing companies, Law / grants a two-year transitional window to December to raise capital and amend the act constitutiv where the current figure is below the applicable minimum. Non-compliance exposes the company to dissolution proceedings, brought by ONRC or any interested party. Companies that complete the increase by December benefit from a % reduction on the Monitorul Oficial publication fee — a modest incentive to move early rather than at the deadline.

Any Romanian SRL above RON , in turnover with capital below RON , has a filing to make before December , and a discount for making it before the end of .

The practical takeaway is a genuine action item, not a curiosity. If you run an established SRL formed under the old rules, check the capital social line in your constitutive act against your last filed turnover. Where it is short, the increase is a straightforward majorare — covered below — but it is a filing you now have to make on a clock.

Parti sociale and why an SRL has no true share classes

The capital of an SRL is divided into părți sociale — social parts — of equal nominal value, allocated to shareholders in proportion to their contribution. They are the SRL's equivalent of shares, but they are deliberately less flexible than the acțiuni of a societate pe acțiuni (SA, the joint-stock company). Each parte socială carries rights proportional to holding: one unit, one slice of votes, dividends, and liquidation proceeds.

This is where founders arriving from common-law jurisdictions are often caught out. A Romanian SRL does not support distinct share classes — there is no clean statutory mechanism for preference shares, non-voting shares, or dual-class structures of the kind a UK Ltd or a Delaware corporation offers. All părți sociale rank equally. Where founders need differentiated economic or control rights, those are engineered through the act constitutiv and a shareholders' arrangement — bespoke voting thresholds, drag and tag provisions, distribution waterfalls — rather than through separate classes of equity.

True preference shares — with a fixed priority dividend or liquidation preference as a distinct class — belong to the SA, not the SRL.
Voting differentiation in an SRL is achieved by contract and by the majority thresholds in the act constitutiv, within the limits Law / allows.
Economic differentiation is usually handled through the shareholders' agreement and the profit-distribution mechanics, not through separate unit classes.

For most owner-managed and founder-investor SRLs this is sufficient. Where a cap table needs genuine multi-class equity — priced preference rounds, ratchets, class-based consents — the SRL is the wrong vehicle and the conversation moves to an SA. That is a structural decision worth taking before, not after, an investor is at the table; our SRL versus UK Ltd, GmbH and BV comparison sets out where the SRL's simplicity helps and where it constrains.

Increasing the share capital

A capital increase (majorare de capital social) is the routine way to meet the new Law / minimum, bring in a new shareholder, or convert debt to equity. It is a modification of the act constitutiv and therefore a shareholder decision filed at the Trade Register.

The mechanics, in outline:

The shareholders adopt a decision (hotărârea adunării generale, or the sole shareholder's decizie) approving the increase, the amount, and the method — cash contribution, contribution in kind, or capitalisation of reserves or shareholder loans.
New părți sociale are issued, or the nominal value of existing ones is raised, and the act constitutiv is amended to reflect the new capital figure and allocation.
The dossier is filed at ONRC for registration and publication; where the increase is in kind, a valuation of the contributed asset is required.

A capital increase to comply with Law / — say lifting a legacy RON company to RON , or a RON company past the RON ,cost breakdown guide turnover line up to RON ,cost breakdown guide — is a light filing. The % publication-fee reduction for compliance increases completed by December makes the early move the cheaper one. The cost mechanics of these filings sit alongside the formation numbers in our cost breakdown guide.

Reducing the capital and the creditor-opposition window

A capital reduction (reducere de capital social) runs the other way — returning capital, absorbing losses, or restructuring — and here the law slows things down deliberately to protect creditors. Under Article of Law 31/1990, a reduction may only take effect two months after the shareholder decision is published in the Monitorul Oficial, Part IV.

During that two-month window, any creditor with a claim predating the publication may lodge an opposition (opoziție) under Article of the Companies Law. Unsecured creditors can, through opposition, obtain security or anticipated payment of their claims as at the date the two-month period expires, unless the company has offered guarantees the creditors accept. The decision must also respect the statutory minimum — a reduction cannot take the capital below the applicable RON or RON , floor.

A capital increase is a quick filing. A capital reduction is a two-month process with a creditor veto built into it.

The asymmetry is intentional: raising capital strengthens the company's own funds and needs no creditor protection, so it registers quickly; reducing capital withdraws the cushion creditors relied on, so it carries a mandatory waiting period and an opposition right. Founders planning a reduction should build the two months, plus any opposition, into their timetable rather than treating it as an administrative amendment.

Transferring shares: the ONRC procedure

Transferring părți sociale — cesiunea părților sociale — is the mechanism for bringing in a shareholder, exiting one, or moving the company between owners. Law 31/1990 draws a sharp line between two cases, and the distinction governs the whole procedure.

Transfers between existing shareholders are freely permitted under Article () — no external approval, subject to any tighter rule the act constitutiv imposes.
Transfers to a third party from outside the company are permitted under Article () only if *approved by shareholders representing at least three-quarters (trei pătrimi) of the share capital*. This super-majority is the SRL's default gatekeeper against unwanted incomers.

The procedure to register a transfer runs in a recognisable sequence:

Adopt the shareholders' decision (or sole shareholder's decizie) approving the transfer, meeting the three-quarters threshold where a third party is involved.
Execute the share-transfer agreement (contract de cesiune) between transferor and transferee, and *amend the act constitutiv*** to record the new ownership.
File at ONRC for registration and publication in the Monitorul Oficial.

Creditors and other prejudiced parties retain a right of opposition to a transfer decision — but, following the reform of the regime, that opposition is directed at obtaining compensation for a proven prejudice rather than at blocking the transfer outright. The transfer takes effect once that avenue is spent. What genuinely reshaped the procedure in is not the company-law opposition but the fiscal overlay, covered next.

The fiscal overlay on share transfers

From March , share transfers carry a tax gate that did not exist before. Under Law / as reinforced by OUG /, a transfer of părți sociale is enforceable against the tax authority only if a set of fiscal conditions is met — and this now applies to all transfers, regardless of the size of the stake or whether the transferor holds control.

Notification to ANAF of the transfer within days, accompanied by the transfer deed and the updated act constitutiv.
*A certificat de atestare fiscală*** — the central tax authority issues this within a few working days of notification, disclosing any outstanding fiscal obligations of the company.
Guarantees — where the company has tax debts, the buyer or the company must post security covering the disclosed amount before the transfer is registered at ONRC.
Enforcement — if disclosed obligations remain unpaid days after registration, ANAF may enforce against the guarantees without further formality.

The effect is that a share transfer in is a combined legal and fiscal operation, not the administrative filing it once was. ONRC and ANAF have divided the work: ANAF assesses fiscal standing, issues the certificate, and manages guarantee enforcement; ONRC registers the transfer only once the fiscal conditions are satisfied. For a clean, debt-free company the additional burden is a notification and a certificate; for a company carrying arrears, the transfer can stall until the debt is secured. This is also why buying a dormant entity is riskier than it looks — the point made in our guide on shelf companies in Romania.

The sole-shareholder rule and what triggers a UBO re-filing

Two constraints sit around ownership changes and catch founders who treat the register as an afterthought.

First, the sole-shareholder rule in Article of Law 31/1990. A natural person may be the sole shareholder of only one Romanian SRL at a time, and an SRL that itself has a single shareholder cannot be the sole shareholder of another SRL. ONRC checks this automatically at filing, so a transfer that would leave someone as sole shareholder of a second single-member SRL is simply rejected. The workaround is a second shareholder, even a nominal one, or a different structure — the constraint is on the sole-shareholder configuration, not on holding stakes in many companies.

Second, the beneficial-owner filing. Under Law 129/2019, the beneficiar real is the natural person holding % or more or otherwise exercising control. A change to beneficial ownership must be reflected in an updated UBO declaration (declarația privind beneficiarul real) at ONRC within days of the change. The transfers that trigger this include:

Any transfer that brings a new person across the % threshold, or takes an existing owner below it.
A transfer that changes who exercises control, even where headline percentages move less obviously — for example a shift in voting arrangements.
A transfer that changes the senior managing official relied on as the fallback beneficial owner where no natural person meets the % test.

Missing the -day filing carries a penalty of RON ,–, and, on continued default, dissolution risk under Article of Law /. The register is not optional bookkeeping — it is an enforced obligation with a short clock, and every meaningful ownership change runs into it. Between the three-quarters approval, the ANAF fiscal gate, and the UBO re-filing, a Romanian share transfer in touches company law, tax procedure, and AML in a single sequence, which is why it repays doing properly the first time.

Frequently asked questions

What is the minimum share capital for a Romanian SRL in ?

For a newly incorporated SRL the minimum is RON , under Law / in force from December . Where the company's prior-year net turnover exceeds RON ,, the minimum rises to RON ,. The earlier RON statutory figure no longer applies. The turnover test is assessed on the prior financial year and does not fall back if turnover later declines.

My SRL was formed before December — do I need to increase its capital?

Possibly. Law / gives existing companies until December to raise capital to the applicable minimum and amend the act constitutiv. If your turnover exceeds RON , and your capital is below RON ,, you have a filing to make. Completing it by December earns a % reduction on the Monitorul Oficial publication fee. Non-compliance exposes the company to dissolution.

Can a Romanian SRL have different classes of shares?

No. An SRL's părți sociale are of equal nominal value and rank equally, with rights proportional to holding. There is no statutory mechanism for preference shares, non-voting shares, or dual-class structures. Differentiated economic or control rights are engineered through the act constitutiv and a shareholders' agreement. True multi-class equity belongs to the societate pe acțiuni (SA), not the SRL.

How do I transfer shares in a Romanian SRL?

Transfers between existing shareholders are free under Article () of Law /. A transfer to a third party needs approval of shareholders holding at least three-quarters of the capital under Article (). You then execute a contract de cesiune, amend the act constitutiv, and file at ONRC. Since March you must also notify ANAF within days and clear the fiscal certificate before registration.

What is the certificat de atestare fiscală in a share transfer?

It is the tax-standing certificate ANAF issues after a share transfer is notified, disclosing any outstanding fiscal obligations of the company. Under Law / and OUG /, from March a transfer is enforceable against the tax authority only once it is obtained; where the company has tax debts, guarantees covering them must be posted before ONRC registers the transfer.

When does a share transfer trigger a new UBO filing?

Whenever beneficial ownership changes — typically when a transfer moves someone across the % threshold, changes who exercises control, or changes the senior managing official relied on as fallback beneficial owner. Under Law / the updated declaraţia privind beneficiarul real must be filed at ONRC within days. Missing it carries a RON ,–, penalty and, on continued default, dissolution risk.

Talk to us

Whether you are forming a fresh SRL at the new RON minimum, lifting an established company to RON ,Book a call before the December deadline, or running a share transfer through the ANAF gate, the sequence touches company law, tax, and AML at once. On a -minute discovery call we map the filing, flag any capital shortfall against your turnover, and quote the work in writing first. Book a call — pricing is on the pricing page.

Related guides

Romanian SRL formation: the complete 2026 guide — the incorporation basics behind the capital and share rules
Shelf companies in Romania: the case against buying one — why an inherited entity runs through the same transfer machinery
PFA vs SRL in Romania: when the sole-trader form wins — choosing the vehicle before you worry about its share capital
Cost breakdown: what you pay to form a Romanian SRL — the fee mechanics for capital increases and amendments
Romanian SRL vs UK Ltd, GmbH, Dutch BV — where the SRL's single share class helps and where it constrains
CAEN codes and how they shape your Romanian tax regime — the other constitutive-act decision that governs your regime

Share capital, shares and share transfers in a Romanian SRL: the 2026 rules