Transfer pricing Romania: documentation thresholds 2026

When a Romanian entity must prepare a transfer-pricing file

A Romanian company must prepare a transfer-pricing file (dosarul prețurilor de transfer) when it transacts with related parties and those transactions cross defined value thresholds. The file documents that intra-group prices — management fees, intercompany loans, licence royalties, the sale of goods between affiliates — were set at arm's length, as if the parties were unconnected. The obligation flows from the transfer-pricing provisions of the Codul Fiscal, Law 227/2015, and from the procedural rules the ANAF (Agenția Națională de Administrare Fiscală), the Romanian tax authority, issues under it.

Two points frame everything that follows. First, the arm's-length principle applies to every related-party transaction regardless of size — a company below the documentation thresholds still cannot price intra-group dealings artificially. Second, the documentation obligation — the duty to compile a formal file — is tiered by taxpayer size and transaction value. Most small foreign-owned SRLs sit below the documentation thresholds even though the pricing principle binds them. Confusing the two produces needless cost at the small end and false comfort at the large end.

The arm's-length principle binds everyone; the duty to compile a formal file is tiered by size and value.

The reset: ANAF Order /

Romania overhauled its transfer-pricing documentation framework in . ANAF Order /, published in Monitorul Oficial on July , replaces the framework that had governed since Order /, aligning Romanian requirements with the edition of the OECD Transfer Pricing Guidelines and the outcomes of the BEPS project. It applies to transactions carried out from , and to tax-administration procedures initiated after BEPS January .

The reset changes structure, not just numbers. The most consequential shift is that significance is now tested per counterparty and per transaction category, rather than in aggregate across all related parties as under the old Order / regime. A company with modest dealings spread across several affiliates could stay below the old aggregate line yet breach a per-counterparty threshold under the new one, or vice versa. Other changes include mandatory electronic filing for large taxpayers, standardised Excel comparability studies, and a standardised transaction listing. Anyone working from pre- guidance should re-test their position against the per-counterparty thresholds.

One change caught and released a related issue worth flagging, because it illustrates how fast Romanian fiscal law now moves. A % cap on the deductibility of intra-group intellectual-property, management, and consultancy expenses paid to non-resident affiliates was introduced for companies with turnover below EUR million at the end of — then abolished by Government Ordinance /, published on January , before it had bitten in practice. Such expenses are once again tested under the general deductibility rules of the Codul Fiscal. The wider point for planning: an Advance Pricing Agreement (APA) with ANAF remains the most robust way to fix the treatment of significant intra-group flows in advance, and is worth weighing where a transaction is both material and recurring.

The materiality thresholds

Under Order / the annual documentation thresholds differ by taxpayer category. For large taxpayers, a transfer-pricing file must be prepared where related-party transactions, tested per counterparty and per category, exceed:

EUR , for services received or supplied.
EUR , for interest on financing.
EUR , for intangibles and royalties.
EUR , for tangible assets.

For small and medium taxpayers, the thresholds are lower and the file is generally prepared only on request during an audit rather than annually:

EUR , for services.
EUR , for interest on financing.
EUR , for intangibles and royalties.
EUR , for tangible assets.

Below these lines, a small or medium taxpayer need not compile the full file, though it must still be able to justify its intra-group pricing if asked. The category into which a company falls — large versus small/medium — is set by ANAF's large-taxpayer classification, not chosen by the company.

Annual preparation versus on-request submission

The timing obligation separates the two tiers sharply.

Large taxpayers — annual, electronic

Large taxpayers above the thresholds must prepare the file annually and file it electronically through the Virtual Private Space (Spațiul Privat Virtual, SPV), signed by a legal representative, within working days of the corporate-income-tax-return deadline. For fiscal year , that puts the electronic filing due date at August . This is a genuine change: under the old regime the large-taxpayer file had to exist by the return deadline but was produced to inspectors on request, not filed proactively.

Small and medium taxpayers — on request

Small and medium taxpayers above their thresholds prepare the file on request during an audit, with a compliance window that has historically run to days from the request, extendable once. They do not file annually or electronically. A company below its thresholds has no file obligation at all, only the underlying duty to price at arm's length and to answer questions about how it did so.

The OECD-aligned methods

Romania applies the five OECD transfer-pricing methods, and Order / tightens their documentation to the Guidelines. The methods are the comparable uncontrolled price (CUP), resale price, cost plus, transactional net margin method (TNMM), and profit split. The file must justify the method chosen, the tested party, and the comparables, and — under the new rules — present the comparability study in a standardised Excel format that discloses the search strategy, rejected comparables with reasons, and a minimum three-year analysis.

For a typical inbound SRL, the recurring transactions are management or head-office services (usually cost plus or TNMM), intercompany financing (CUP against market rates), and IP or brand royalties (CUP or, where unique intangibles are involved, profit split). The method is not a free choice: it must fit the transaction and the availability of reliable comparables, and ANAF's own transfer-pricing guidance signals where it expects particular methods to be used.

The file itself follows the OECD's two-tier structure. The master file describes the group as a whole — its organisational structure, business, intangibles, financing, and consolidated tax position — and is prepared at group level. The local file documents the Romanian entity's own controlled transactions, the method and comparables for each, and the resulting arm's-length range. A wholly owned Romanian subsidiary of a foreign group typically inherits the master file from the parent and prepares only the local file locally. Order / expands the expected content of both, notably the functional analysis, the tested-party justification, and the disclosure of how comparables were searched and screened.

Related-party loans and interest deductibility

Intercompany financing carries a second, separate constraint that catches many foreign-owned SRLs funded by shareholder loans. Beyond the arm's-length requirement on the interest rate, Romania caps the deductibility of net borrowing costs under the interest-limitation rule in the Codul Fiscal, transposing the EU Anti-Tax-Avoidance Directive.

Net exceeding borrowing costs are deductible in a fiscal period up to the RON equivalent of EUR ,,, plus % of tax-adjusted EBITDA. A tighter sub-limit applies to related-party financing: exceeding borrowing costs from transactions with related parties that do not finance the acquisition or production of qualifying assets are deductible only up to EUR , within that ceiling. Costs above the deductible limit are not lost permanently — they carry forward — but they defer relief and raise the current-year tax charge.

The practical implication for an inbound SRL: a shareholder loan must be priced at a defensible market rate and sized with the deductibility cap in mind. A thinly capitalised entity servicing a large intragroup loan can find much of its interest non-deductible in the year, undoing the intended benefit. Loan documentation, a market-rate benchmark, and a deductibility calculation belong together from the outset. This interacts with the wider capitalisation choices covered in our SRL formation guide.

Country-by-country reporting

Country-by-country reporting (CbCR) is a separate obligation that bites only at the top of the size range. It applies to multinational groups with consolidated group revenue of at least EUR million in the preceding fiscal year. Below that line — where the overwhelming majority of Incorpore's clients sit — there is no CbCR filing, only, in some cases, a notification identifying which group entity files the report.

For groups over the threshold, the reporting entity files the CbC report within months of the group's fiscal year-end, and Romanian constituent entities file a notification by the required date. Romania implements CbCR through ANAF Order /, transposing EU Directive 2016/881 (DAC). A separate public CbCR regime, transposing Directive (EU) 2021/2101, has applied since and requires certain large groups to publish income-tax information — again, a large-group obligation, not a small-SRL one.

If your group is under EUR million consolidated revenue, CbCR is not your concern. The point is worth stating plainly, because CbCR is often raised as a spectre to sell services to companies nowhere near the threshold.

The small foreign-owned SRL: what actually bites

The reader most likely to arrive here runs a small, foreign-owned Romanian SRL — a holding or operating company with a parent abroad, some management-fee or royalty flow, and perhaps a shareholder loan. For that company, the honest position is that most of the heavy machinery does not apply. It is not a large taxpayer, so no annual electronic filing. Its related-party transactions are frequently below the small/medium documentation thresholds, so no full file unless ANAF asks. Its group is well under EUR million, so no CbCR.

What does bite is narrower and manageable:

Arm's-length pricing on every intra-group transaction, whatever its size — the principle has no de minimis.
Basic supporting evidence — intercompany agreements, a rationale for management-fee and royalty levels, a market-rate reference for any shareholder loan — kept on file so the company can answer an audit within the response window.
The interest-deductibility calculation where a shareholder loan is material, independent of whether a TP file is required.
Watching the thresholds as the company grows, since the per-counterparty test under Order / can be crossed sooner than the old aggregate test.

Telling a below-threshold company that it faces the full documentation regime is both wrong and expensive. The right posture is proportionate: price correctly, keep the paper that proves it, and prepare the formal file only when volume or classification actually requires it. Where the SRL also relies on the microenterprise regime, note that management and consultancy activities interact with CAEN classification — see our microenterprise guide and CAEN guide.

Penalties and documentation hygiene

Failing to present a required transfer-pricing file, or presenting an inadequate one, exposes the company to fines and — more materially — to ANAF adjusting the transaction to its own estimate of the arm's-length price, with additional tax, interest, and penalties on the adjustment. For CbCR specifically, late or incomplete reporting attracts fines in the region of RON , to RON ,, and non-submission RON , to RON ,. The adjustment risk usually dwarfs the fixed fines.

Good hygiene is inexpensive relative to that exposure. Sign intercompany agreements before the transactions run, not retrospectively; benchmark management fees, royalties, and loan rates against defensible references and refresh them; keep the group's structure and the flow of transactions documented; and calculate interest deductibility each year where financing is material. A company that does this routinely can produce a file or answer an audit without a scramble. One that does not, discovers the cost when the request arrives. The corporate baseline these obligations sit on — % standard corporate income tax, % dividend withholding from — is set out in our personal and dividend tax guide.

Frequently asked questions

Does my small Romanian SRL need a transfer-pricing file?

Usually not a full annual file. If you are not a large taxpayer and your related-party transactions fall below the small/medium thresholds under ANAF Order / — EUR , services, EUR , interest, EUR , intangibles, EUR , tangibles — you prepare a file only if ANAF requests it during an audit. You must still price intra-group transactions at arm's length and keep basic supporting evidence.

What changed under ANAF Order /?

Order /, published on July , replaced the Order / framework and aligned Romania with the OECD Transfer Pricing Guidelines. The key change is that significance is now tested per counterparty and per transaction category rather than in aggregate. It also introduced mandatory electronic filing for large taxpayers, standardised Excel comparability studies, and a standardised transaction listing. It applies to transactions from .

When is the transfer-pricing file due?

Large taxpayers must file electronically through the SPV within working days of the corporate-income-tax-return deadline — for fiscal year , that is August . Small and medium taxpayers do not file annually; they present the file only on request during an audit, historically within a -to--day window that can be extended once.

How does the interest-deductibility limit affect a shareholder loan?

Separately from arm's-length pricing on the rate, Romania caps deductible net borrowing costs at the RON equivalent of EUR ,, plus % of tax-adjusted EBITDA, with a tighter EUR , sub-limit for related-party financing that does not fund qualifying assets. Interest above the limit carries forward rather than being lost, but it defers relief and raises the current-year tax charge, so shareholder loans should be sized with the cap in mind.

Do I have to file country-by-country reports?

Only if your multinational group has consolidated revenue of at least EUR million in the preceding year. Below that threshold there is no CbCR filing, at most a notification identifying the reporting entity. The overwhelming majority of small foreign-owned SRLs are far below the threshold and have no CbCR obligation.

What are the penalties for not having a file?

Beyond fixed fines, the material risk is that ANAF adjusts the transaction to its own arm's-length estimate and assesses additional tax, interest, and penalties on the adjustment — usually far larger than the fine itself. For CbCR specifically, late or incomplete reporting attracts fines around RON , to RON ,, and non-submission RON , to RON ,.

Talk to us

Transfer-pricing obligations scale with size, and the useful first step is establishing which ones actually apply to you rather than assuming the worst. We assess your related-party position against the Order / thresholds, structure intercompany agreements and shareholder loans defensibly, and prepare documentation only where it is genuinely required. Book a 30-minute call or review our pricing.

Related guides

Romanian SRL formation: the complete 2026 guide — the vehicle and its capitalisation choices
1% microenterprise tax: who qualifies, when it stops — the regime many small SRLs sit in
The CAEN code question: how Romania's classifier shapes your tax — how activity codes interact with intra-group services
Romania's 10% personal income tax and dividend tax — the corporate and shareholder tax backdrop
Cost breakdown: what you actually pay to form a Romanian SRL — accounting and compliance costs in context
Romanian SRL vs UK Ltd, German GmbH, Dutch BV — the multi-jurisdiction group setting

Transfer pricing documentation in Romania: thresholds, deadlines, and the 2026 reset