We inform you about the necessary legal operations, from the perspective of the companies, that must be analyzed and implemented at your company level, in the near future, as following:
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I The deadline for updating the object of activity before the Trade Register, according to CAEN Rev.3 (updated version of the Classification of Activities in the National Economy, approved by Order of the President of the National Institute of Statistics no. 377/17.04.2024 and published in the Official Gazette of Romania, Part I, no. 257/25.03.2025), is less than 6 months away.
The deadline for registration with the Trade Register is 25.09.2026!
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We remind you that, according to the provisions of art. 56 of Law no. 129/2019 for the prevention and combating of money laundering and terrorist financing, as well as for the amendments of certain normative acts, with subsequent amendments and completions:
(1) Legal entities subject to the obligation to register before the Trade Register shall submit a Declaration regarding the beneficial owner of the legal entity (UBO):
• upon registration,
• when a change occurs,
except for public self-governing companies, national companies and companies wholly or majority owned by the state.
“(13) In addition to the obligation provided for in paragraph (1), legal entities subject to the obligation to register in the trade register, which have entities registered/registered in their shareholding structure and/or which have their fiscal headquarters in non-cooperative jurisdictions from a fiscal point of view and/or in jurisdictions with a high risk of money laundering and/or terrorist financing and/or in jurisdictions under the monitoring of relevant international bodies, for the risk of money laundering/terrorism financing, shall annually submit a Declaration regarding the beneficial owner of the legal entity, in order to be registered in the Register of Beneficial Owners of Companies, within 15 days from the approval of the annual financial statements.”
Please consult the List of risky and non-cooperative countries for tax purposes.
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Entry into force of LAW No. 239*) of December 15, 2025, as amended by OUG no. 13/2026, provides for changes regarding the organization and functioning of the companies in Romania, namely:
A. SHARE CAPITAL:
a) The share capital for newly established companies is of minimum 500 lei.
b) The share capital for the companies that on 01.01.2026 exceeded the net turnover of 400,000 lei must be increased by December 2027 to the value of 5,000 lei.
c) The share capital for the companies if they have registered a net turnover over 400,000 lei, as reported by the annual financial statements for the previous financial year, must be increased by the end of the financial year following the one in which the increase in net turnover is achieved.
d) For companies that do not fall into any of the above situations, the share capital remains unchanged, NOT having the obligation to reach the minimum of 500 Lei.
B. ASSIGNMENT OF SHARES:
a) The assignment of shares of a company, whether carried out between associates or to persons outside the company (third parties), regardless of the number of shares or the percentage they represent of the share capital, must meet the following conditions in order to be enforceable against ANAF:
• within 15 days from the date of assignment, the assignor/assignee or the company sends to ANAF the shares assignment agreement and the updated articles of incorporation with the identification data of the new shareholder(s).
• PROOF of notification to ANAF of the shares assignment agreement and the updated articles of incorporation is obtained;
• a tax attestation certificate (CAF) is requested;
• in the case of companies with outstanding tax obligations, the ACORD issued by ANAF regarding the establishment of guarantees to cover the amounts highlighted in the tax certification certificate (CAF).
b). The transfer of shares in a company can be registered with the competent Trade Registry Office only after completing the stage in letter a) and obtaining a tax attestation certificate stating that the company does not have outstanding tax obligations to the fiscal authorities or other budgetary receivables OR, as the case may be, the ACORD of the fiscal authority regarding the establishment of guarantees.
C. TAX INACTIVITY STATUS
a) There have been added 2 new situations of declaring the taxpayer as inactive, namely the cases in which:
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does not have a payment account in Romania or an account opened with the State Treasury Unit; (For newly established legal entities, the account opening is carried out within a maximum period of 60 working days from the date of establishment. Legal entities are required to hold at least one payment account throughout the entire period of activity).
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did not submit the annual financial statements within 5 months of the legal deadline for their submission;
b) Although ANAF claims that the administrator’s mandate established for an unlimited period does not represent a case of declaring the taxpayer’s inactivity, in practice there have been cases in which the fiscal inactivity status was declared for the administrator’s unlimited mandate, considering the legislation on mandates applicable, respectively, in the absence of a clearly determined period, the mandate is considered established for a period of 3 years.
The consequences arising from failure to comply with and/or non-compliance with the necessary legal provisions and formalities are presented below:
• failure to update the company’s articles of association cf. REV.3 conduct to the possibility of not being recognized and accepted in the un-revised version of the CAEN, in relation to public authorities and institutions, or, consequently, the refusal of the Trade Register Office to register other mentions if the articles of association are not updated;
• if the company has not completed its share capital within the stipulated period, namely by the end of the financial year following the one in which the increase in net turnover is achieved, at the request of any interested person, as well as of the National Trade Register Office, the judicial court will pronounce the dissolution of the company;
• failure to comply with the provisions to open at least one account represent a law violation and is sanctioned with a fine from 3,000 lei to 10,000 lei.
