Romania has just introduced a new set of fiscal changes, and when you look at the numbers across Europe, they stand out.
What is new?
For limited liability companies (SRLs), the minimum share capital requirements are changing significantly. The threshold will now be 500 RON for firms with an annual turnover below 400.000 RON, and 5.000 RON for those above this limit. This marks a departure from Romania’s previous low-barrier approach and creates a two-tier system linked to company size. By comparison, Estonia has no minimum share capital requirement at all, enabling companies to start with minimal upfront investment. France allows businesses to incorporate with as little as 1 EUR, encouraging ease of entry into the market. In Poland, the threshold is approximately 1.100 EUR, making it higher than France but still considerably lower than Romania’s new upper-tier requirement.
On intra-group expenses, Romania is introducing a clear and restrictive cap. Management, consultancy, and intellectual property costs with non-resident affiliates will now be deductible only up to 1% of total annual expenses. This change is aimed at curbing profit shifting through inflated service charges within multinational groups. Germany has also recently tightened its approach to intra-group transactions, particularly in the area of cross-border intra-group financing. Under the German rules, companies must set interest rates based on the group’s credit rating, demonstrate that the financing is economically necessary and serves a legitimate business purpose, and provide documentation for a debt capacity test. Romania’s new rules, while narrower in scope, reflect a similar intention to tighten compliance and reduce the scope for aggressive tax planning.
Financing costs will also face additional restrictions. Romania already applies the EU’s Anti-Tax Avoidance Directive (ATAD) framework, which limits interest deduction to 30% of EBITDA with a minimum threshold of 3 million EUR. However, the new fiscal package goes further: a general threshold of 1 million EUR will apply to all companies, and for loans from affiliates that are not used to finance investments, the threshold will be reduced even further to 500.000 EUR. This marks a significant tightening, especially for intra-group loans, and could directly impact leveraged group financing structures.
Other updates include stricter rules on company inactivity. Starting January 1, 2026, companies in Romania may be declared inactive if they do not hold a bank account in Romania or with the State Treasury, or if they fail to submit annual financial statements within five months after the statutory deadline. Reactivation will only be possible if all reporting obligations are fulfilled and the original cause of inactivity is resolved. Compared to other EU member states, these measures are notably strict. For example, in Italy, companies risk removal from the commercial register if they fail to file for three consecutive years. In the Czech Republic, dissolution can follow if accounts are not filed for two consecutive years. Romania’s shorter compliance window and link to local banking requirements make its approach more stringent.
These measures collectively represent a shift towards numerical thresholds and stricter compliance frameworks that go beyond the standards in many other EU member states. While policymakers may argue that this will improve fiscal discipline, prevent tax base erosion, and strengthen regulatory oversight, there is also a clear question about competitiveness. Higher capital requirements, lower deductibility limits, and tighter reporting obligations could deter some investors, particularly small and medium-sized enterprises and those relying on flexible intra-group financing arrangements.
In short, Romania’s fiscal policy is moving in the direction of greater control and higher barriers to entry. The question now is whether this will deliver long-term stability and discipline – or risk making the country a less attractive destination for new business and foreign investment.
