A summary of the key legislative changes with direct impact on companies, under Law no. 239/2025 and Government Emergency Ordinance (GEO) no. 89/2025.
Prepared by the AS Group Team · Informational document
2026 brings a substantial package of legislative changes with direct impact on how companies manage their taxation, their relationship with public authorities, and their internal organisation. This document summarises the main changes, structured by chapter, to facilitate a clear understanding and correct application of the new provisions.
From 1 January 2026, the micro-enterprise tax regime is amended by removing the 3% rate and applying a single flat tax rate of 1%. The regime remains available exclusively to companies with annual turnover not exceeding €100,000.
Companies exceeding this threshold will exit the micro-enterprise regime and will apply corporate income tax (impozit pe profit) in accordance with applicable tax legislation.
Single flat rate of 1%, replacing the previous two-rate structure (1% and 3%). If you exceed €100,000 in turnover, you are obliged to switch to corporate income tax.
From 1 January 2026, the dividend tax rate is set at 16%. It is calculated and withheld at source by the company, with a payment deadline of the 25th of the month following the month of payment.
For dividends distributed but not paid by the end of 2025, the corresponding tax must be remitted by 25 January 2026.
In 2026, structures used exclusively for agricultural activities are fully exempt from building tax: greenhouses, hotbeds, seedling rooms, mushroom farms, fodder silos, grain silos and granaries, and other premises used exclusively for agricultural purposes.
From 2027, the same categories will benefit from a 50% reduction in building tax.
In 2026, the existing tax regime for residential buildings owned by legal entities is maintained, with rates between 0.08% and 0.2% of the taxable value. The significant increases initially planned have been postponed to 2027, when taxation based on market value will come into effect.
From 2026, invoices must be transmitted through the RO e-Invoice system within 5 business days of the issue date (not calendar days). The obligation also applies to invoices issued to individuals.
If the recipient does not hold a tax identification code, the invoice must be submitted using a 13-digit code of zeros. Individuals conducting economic activity who are identified by their personal identification number (CNP) must register in the Mandatory RO e-Invoice Register before commencing activity; registration takes 3 business days.
Individuals who were conducting economic activity before 15 January 2026 were required to register in the register before that date.
From 1 January 2026, work locations where at least one employee is active must be registered with the tax authority as payroll entities (previously, the threshold was a minimum of 5 employees). The rule applies to commercial companies, NGOs, and public institutions.
All legal entities must hold at least one payment account opened in Romania or at the State Treasury throughout their period of activity. Newly incorporated companies have 60 business days from the date of registration.
Absence of a payment account constitutes a contravention (fine of RON 3,000–10,000) and is a criterion for declaration of tax inactivity.
From 2026, all receipts and payments made by legal entities, sole traders (PFA), individual enterprises, liberal professionals, and other economic entities must also be possible via modern means: debit, credit or prepaid cards, POS terminals, or electronic payment applications.
Economic operators providing public utility services and public institutions collecting taxes, duties, fines or tariffs are required to accept modern payment methods, regardless of their source of funding.
The transfer of shares held by a shareholder who controls a limited liability company (SRL) becomes enforceable against the central tax authority only if, within 15 days of the transfer date, the transferor, transferee, or company notifies ANAF and submits the updated articles of association.
If the company has outstanding tax liabilities, the transferee must provide guarantees covering the value of those liabilities. If the liabilities are not settled within 60 days, the guarantees are enforced by the tax authority.
A legal entity may be declared tax-inactive if it:
Declaration of tax inactivity leads to restrictions on VAT deduction, expense deductibility, and commercial relationships. If a legally inactive entity does not reactivate within one year, dissolution follows.
The instalment payment framework is extended, with the following thresholds:
For legal entities, instalment arrangements are conditional on a minimum operating history of 12 months from the date of incorporation and the provision of a suretyship contract (fideiusiune) for standard arrangements.
Employing persons without an individual employment contract is sanctioned with a fine of RON 40,000 per person identified. The maximum cumulative penalty applicable to a single employer is RON 1,000,000.
For the period 1 February 2026 – 31 December 2027, a new cost-sharing mechanism for sickness benefits applies:
Control mechanisms for sick leave are also introduced, including the possibility of verification at the employer's request.
The income tax and social contribution exemption is maintained in 2026, with adjustments:
The regime applies to full-time employees at their primary job, whose basic salary (excluding bonuses) is at the guaranteed minimum wage level. The gross basic salary may not be reduced solely for the purpose of qualifying for this regime.
Companies with annual turnover exceeding RON 400,000 must hold a minimum share capital of RON 5,000. Newly incorporated companies: minimum share capital of RON 500. The increase is mandatory by the end of the financial year following the year in which the threshold is exceeded.
Existing companies have 2 years to comply. Capital increases made by 31 December 2026 benefit from a 50% reduction in the Official Gazette (Monitorul Oficial) publication fee.
Failure to meet the capital increase obligation may lead to court-ordered dissolution, unless the obligation is fulfilled before the judgment becomes final.
The law introduces an extended set of rules on dividend distribution:
Failure to restore net assets: fine of RON 10,000–200,000. If shareholder debts are not settled by conversion into capital within 2 years: fine of RON 40,000–300,000. The company and the beneficiary shareholder or associate are jointly and severally liable.
Expenses relating to intellectual property rights, management and consultancy services from affiliated entities that are not established and do not have their effective place of management in Romania are deductible up to 1% of total recorded expenses, if their share exceeds this threshold.
Exceptions apply to expenses related to trademarks, industrial designs, and copyrights registered in Romania, as well as expenses capitalised in the value of fixed assets. From 2027, the calculation of thresholds will be based on the tax return.
The method for determining gross income is clarified: it includes all sums received in cash or in kind under the contract, as well as the value of expenses that are the owner's responsibility but are borne by the other contracting party. These rules do not apply to income from the lease of agricultural assets or from short-term room rentals in personally owned residential properties.
The changes applicable in 2026 strengthen tax controls and accounting discipline, introducing stricter rules on tax inactivity, the use of modern payment methods, company capitalisation, and the deductibility of certain expenses. We recommend an individual impact assessment for each company and the adaptation of internal procedures to avoid tax, administrative, or legal risks.
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