Romania remains one of the most attractive fiscal destinations in the EU for 2026. The famous 1% micro-enterprise tax rate is still here. However, the „Wild West” days of running a company with zero compliance are officially over.
As of January 2026, the new Law 239/2025 has introduced strict compliance measures. If you are a foreign investor looking to set up a company (SRL) in Romania, or you already have one, here is what you must know to keep your money safe.
For years, business owners would take money out of the company as „shareholder loans” or advances, planning to declare dividends later.
The Change: Under the new Art. XXIV of Law 239/2025, companies are now legally prohibited from granting loans to shareholders if dividends haven’t been fully regularize
The Trap: Furthermore, if your company’s net assets fall below half of the share capital, you are banned from repaying any loans to shareholders.
The Consequence: Breaking this rule is no longer just an accounting error; it is a contravention punishable with fines up to 200,000 RON (approx. €40,000).
Our Solution: We structure your dividend distribution quarterly (every 3 months) so you can access your profits legally and regularly, without triggering these new penalties.
Many foreigners open a company but delay opening a local bank account to avoid fees, using fintech apps instead.
The Change: The Fiscal Procedure Code has been amended. A company is now automatically declared inactive if it does not have a valid payment account opened with a bank in Romania or the State Treasury.
The Risk: Once declared inactive, if you don’t reactivate within 1 year, the Tax Authority (ANAF) will automatically file for your company’s dissolution.
Our Solution: We assist with opening a compliant Romanian bank account immediately upon incorporation, preventing this automated shutdown.â
Did you start your company with the minimum capital (200 RON)? If your business succeeds, you now have a new obligation.
The Change: If your company’s net turnover exceeds 400,000 RON (approx. €80,000) in the previous year, you are legally required to increase your share capital to at least 5,000 RON.
Deadline: You must comply by the end of the next financial year, or any interested person can ask the court to dissolve your company.
If you plan to use your Romanian company to import goods from outside the EU (e.g., China, USA) and sell them in Europe (Dropshipping/Amazon FBA):
The Change: a new „Logistic Tax” of 25 RON is applied to every single parcel imported from outside the EU with a value under €150.
Impact: this destroys the margin for low-cost dropshipping models if not calculated correctly.
While the laws are national, the costs are local.
Rent & Labor: Setting up your mandatory physical office and hiring the one mandatory full-time employee (required for the 1% tax rate) is 30-50% cheaper in Mureș County compared to Bucharest or Cluj.
We don’t just „open a firm.” We act as your compliance watchdogs. We handle the Setup, the VAT registration, the Employee contracts, and ensure you never trigger the „Dissolution” clauses of Law 239/2025.
Don’t navigate Law 239/2025 alone.
The 1% tax rate is a privilege, not a right. One mistake with shareholder loans or bank accounts can cost you the company.
Get the „2026 Romania Soft-Landing” Package
SRL Incorporation (Remote).
Bank Account Opening Assistance (Compliance check).
Drafting of compliant Dividend Policies (to avoid the loan ban).
Registered Office in Târgu Mureș