Draft Law: Amendments regarding the amount of the share capital of a Romanian limited liability company (LLC)
On 1 September 2025, the Government assumed responsibility for the second package of measures, which includes a draft amending, inter alia, Law No. 31/1990 on companies, in relation to the minimum share capital of limited liability companies (SRLs).
According to the draft, upon its entry into force:
- For existing SRLs, the minimum share capital shall be determined by reference to the level of net turnover reported in the annual financial statements for the preceding financial year. Specifically, for companies that have recorded a net turnover exceeding RON 400,000, the minimum share capital shall be RON 5,000.
- The increase in the minimum share capital must be implemented no later than the end of the financial year following the year in which the increase in net turnover is reflected in the annual financial statements.
- Once established in accordance with the new provisions, the amount of share capital shall remain unchanged in the event of a subsequent decrease in net turnover as reported in the annual financial statements.
- SRLs meeting the above turnover threshold shall be required to increase their share capital by amending their articles of association within two years from the date of entry into force of the law. At present, it is unclear whether this obligation must be fulfilled upon the first amendment of the articles of association, regardless of the reason (e.g., change of registered office, company name, or business object), or whether it may be deferred and fulfilled separately within the two-year period. Failure to comply with this obligation shall result in the dissolution of the company (upon application by any interested party or by the Trade Registry). However, such dissolution may be avoided if the share capital is duly increased in accordance with the law before the dissolution judgment becomes final.
- For newly incorporated SRLs, the minimum share capital shall be RON 500. The draft law does not expressly regulate the situation of existing SRLs with a share capital below RON 500 which do not meet the turnover threshold of RON 400,000. A prudent interpretation would suggest that such companies are likewise required to increase their share capital to at least RON 500 within the prescribed two-year period, with the same sanction for non-compliance.
Please note that the aforementioned legal provisions are not yet in force currently – they are still subject to constitutional review and promulgation by the President.