Minimum Share Capital of a Romanian SRL: New and Existing Companies
Which figure applies depends on the company; this guide reads it from the side of an owner or buyer of an existing SRL.
> A newly formed Romanian SRL needs a minimum share capital of 500 lei. An SRL whose net turnover in the previous year's statements passed 400,000 lei needs 5,000 lei. Art. VI of Law 239/2025, in force from 18 December 2025, sets no figure for an existing SRL at or below that line.
What is the minimum share capital of a Romanian SRL in 2026?
There are three cases and one source: art. VI of Law 239/2025, in force from 18 December 2025 (Monitorul Oficial no. 1160 of 15 December 2025). A newly formed SRL needs 500 lei (art. VI(2)). An SRL above 400,000 lei net turnover needs 5,000 lei (art. VI(1)). For an existing SRL at or below that line, the text sets no figure.
The capital is the figure written in the constitutive act (actul constitutiv). It is divided into equal shares (art. 11(1)). It also caps the members' liability (art. 3(3)). It is a figure, not a balance in the bank (see the paid-up capital section below).
A company offered on the shelf companies page is an existing SRL, so its case depends on its own history. This guide reads art. VI as published in December 2025 (later amendments not checked). It reads Law 31/1990 in its text of January 2024.
Which of the three cases is your company in?
Art. VI holds three cases, so the question "what is the minimum" has three answers. The table gives each case with its date and article. The diagram below it sends you down the branch that fits.
| Case | Minimum | When | Article |
|---|---|---|---|
| A newly formed SRL | 500 lei | In the text from 18 December 2025 | art. VI(2) |
| An existing SRL whose net turnover in the previous year's statements passed 400,000 lei | 5,000 lei | Not later than 2 years from the entry into force; 18 December 2027 is our computation | art. VI(1) and VI(6) |
| An existing SRL that crosses the line later | 5,000 lei | By the end of the financial year following the one in which the rise in net turnover is found; no calendar date is computed | art. VI(3) |
| An existing SRL at or below 400,000 lei | The text of art. VI sets no figure | No date is set | art. VI(1), VI(2) and VI(6) read together |
| Any SRL whose turnover falls later | The capital set under para. (1) stays; it may not go below the minimum unless its value is kept at least equal to it | After the fall | art. VI(4) and art. VI(5) |
Which case is my company in?
A newly formed SRL
- Minimum 500 leiart. VI(2)
An existing SRL above 400,000 lei net turnover
net turnover in the previous year's statements passed 400,000 lei
- Minimum 5,000 leiart. VI(1): by 18 December 2027 (our computation) for a company already above the line
- A later crosserart. VI(3), VI(6): by the end of the financial year following the one in which the rise is found
An existing SRL at or below 400,000 lei
- The text of art. VI sets no figure
Who must reach 5,000 lei, and by when?
The test is net turnover (cifra de afaceri netă) in the previous year's annual statements, against 400,000 lei (art. VI(1)). A registered SRL above the line must raise "the capital set under para. (1)" by amending its constitutive act. It must do so not later than 2 years from the entry into force (art. VI(6)). That is 18 December 2027, our computation as of 23 October 2026.
A company that crosses the line later follows a different rule. It raises the capital by the end of the financial year following the one in which the rise in net turnover is found (art. VI(3)). We give those words and no calendar date. The text does not settle which year's statements decide.
Once 5,000 lei applies, it stays if turnover later falls (art. VI(4)). The capital cannot go below the legal minimum unless its value is kept at least equal to it (art. VI(5)). A shelf with no turnover in its last approved statements is outside "above 400,000 lei" on the words of art. VI(1).
our computation a date we computed
- 1
18 December 2025
Law 239/2025 in force
- 2
31 December 2026
Last day of the 50% Part IV window for a raise under art. VI(1) in an act that deals only with it
- 3
2027
ANAF may sanction net-asset breaches on statements for financial years starting on or after 1 January 2025
- 4
18 December 2027
Two years from entry into force
- our computation deadline
- 5
After the deadline
Court dissolution on application, curable until the judgment is final
Must an older SRL with a capital below 500 lei raise it?
Art. VI(6) tells registered SRLs to raise "the capital set under para. (1)" (art. VI(6)). The Romanian text is capitalul social stabilit în condițiile alin. (1). Para. (1) names only the 5,000 lei tier (art. VI(1)). Para. (2) speaks of newly formed SRLs (art. VI(2)).
On the text read, no figure is set for an existing SRL at or below 400,000 lei. Art. VI(9) speaks of bringing the capital to "the legal minimum" without naming a figure for that company (art. VI(9)).
We found no official guidance, implementing act or court reading. This page states what each paragraph says. It orders no top-up, and it does not promise that none will ever be needed. No text we read ties a minimum to a share transfer.
What happens if the capital is not raised?
The text we read gives a court route to dissolution, not a fine. In order:
The deadline passes
A registered SRL above the line does not make the raise by the limit of art. VI(6). Art. VI(8) names only that limit (art. VI(6)). For a later crosser, art. VI(3) states no consequence in terms.
The application
Any interested person or ONRC can apply. The county court (tribunal) will then pronounce the dissolution of the company (art. VI(8)).
The procedure
Art. 237 of Law 31/1990 applies correspondingly (art. VI(9)). The list of companies ONRC will sue is posted at least 60 calendar days ahead (art. 237(2)). The text does not state in terms whether this list runs before an art. VI(8) action.
The judgment
It is communicated to the company (art. 237(3)). An interested person may appeal within 30 days from publication (art. 237(5)).
The cure
The company is not dissolved if, until the judgment becomes final, the capital is brought to the legal minimum (art. VI(9)).
The liquidator
After a final dissolution, ONRC appoints a liquidator (lichidator) by order, from the insolvency practitioners' roll (art. 237(6)).
Is there a discount on the publication cost?
There is one discount, with three conditions and one closing date. The tariff is the Official Journal's, not ONRC's.
| Item | Amount or rule | Basis |
|---|---|---|
| The Part IV tariff for acts under the Company Law, 2026 | 152 lei per manuscript page, VAT included; it is not an ONRC fee | Official Journal tariff 2026 |
| The reduction | 50% of the Part IV tariff of the act that provides the raise | art. VI(7) |
| The tariff with the reduction | 76 lei per page, our computation: half of 152 | art. VI(7) |
| Condition 1 | The raise is made to implement para. (1); a voluntary top-up of a small SRL is not shown to qualify | art. VI(7) |
| Condition 2 | The raise is made by 31 December 2026 | art. VI(7) |
| Condition 3 | The act deals only with that raise | art. VI(7) |
| Who pays | The company; ONRC forwards the registered amending act to Part IV | art. 204(5) Law 31/1990, text of January 2024 |
The 152 lei is the Official Journal's tariff, not an ONRC fee. We give no ONRC fee figure, because the register's fee schedule was not read. Whether a voluntary top-up of a small SRL qualifies is not settled.
Not sure which case your company is in?
We prepare the file for a capital raise and coordinate. A Bar-registered lawyer drafts the acts.
How can an SRL raise its capital without new cash?
Art. 221 sends an SRL to art. 210 for the methods and sources of a raise. The table shows which sources count and which never do. We did not research the tax effect of each route, so we call none tax-free.
| Source | Counts? | Article |
|---|---|---|
| New contributions in cash | Yes | art. 221, which sends the SRL to art. 210 |
| Reserves other than the legal reserve | Yes, by capitalising them | art. 210(2) |
| Profits | Yes, by capitalising them | art. 210(2) |
| Share premiums | Yes | art. 210(2) |
| The set-off of a member's liquid and due loan | Yes, against new capital | art. 210(2) |
| A favourable revaluation difference | No, it goes into reserves | art. 210(3) |
| Work or services | Never | art. 16(4) |
| An in-kind contribution (aport în natură) | Needs a lawyer's view; real estate needs a notarial act | art. 204(2)(a) |
How is a raise made, step by step, and who does each step?
A raise is a registered change (mențiune). Where the law requires one, it can be among the first changes after the transfer. We prepare the file and coordinate.
Read the case
Take the net turnover from the last approved annual statements. Place the company in a case above, then pick a source from the table. If the company has losses, read the net-asset line first (art. 153^24(1)).
Draft the acts
A Bar-registered lawyer drafts the members' resolution or sole member's decision, the amending act and the updated constitutive act (art. 3(1)(c) Law 51/1995). An absolute majority of members and of shares decides unless the act says otherwise (art. 192(1)). A further rule of Law 31/1990 asks for the vote of all members for a raise by increasing the shares' nominal value, unless it capitalises reserves, profits or share premiums. Whether it binds an SRL is for the lawyer.
Make the contribution
Cash is paid in to the company. For a set-off, the claim on the company must be liquid and due (art. 210(2)). Real estate needs a notarial act (art. 204(2)(a)).
File at ONRC
The administrator files the amending act and the full updated constitutive act (art. 204(4)). An attorney under a notarised power of attorney (or a lawyer's mandate) can file it instead. The filing is due within 15 days of the act (art. 43(1) Law 265/2022).
The registrar decides
The decision comes within one working day of filing. An incomplete file gets up to 15 calendar days to be completed (art. 105(1) and art. 106(1); 2022 text, later amendments not read).
Publication
ONRC forwards the registered amending act to Part IV of the Official Journal at the company's expense (art. 204(5)). The tariff is 152 lei per page in 2026. It is halved under art. VI(7) for a raise under para. (1) made by 31 December 2026, in an act that deals only with the raise. No statutory term for publication was read.
The books
The company's accounting staff, or a CECCAR member under contract, book the increase and any extinguished loan. The new capital shows in the next annual statements, which carry the next turnover test.
Long stops
A resolution not carried out within 18 months lapses (art. 219(1)). The limit of art. VI(6) is 18 December 2027, our computation.
For a corporate member abroad, foreign official documents are filed in the original. They carry the apostille for Hague Convention states, or superlegalisation for the others, unless a treaty or an EU rule removes the formality. They always come with a legalised Romanian translation (art. 76 Law 265/2022, 2022 text).
What is paid-up share capital, and is it money in the account?
The capital in the constitutive act is the subscribed capital (capital social subscris). It is a figure divided into equal shares (art. 11(1)). The members of an SRL are liable up to that figure (art. 3(3)). A separate guide covers the shareholders, the capital and the administrator of a Romanian SRL.
Subscribed capital is not the same as paid-in capital (capital vărsat). An SRL pays in 30% of the subscribed capital not later than 3 months from registration and before it starts operations. It pays the cash balance within 12 months and the in-kind balance within 2 years (art. 9^1(2)). This is the text of January 2024. We did not check whether Law 239/2025 changed it.
No provision we read keeps the capital as a balance in the company's account once it is paid in. That is an absence in the texts read, not a rule. A buyer looks for cash in the bank account and the annual statements, not in the capital figure.
Which other rules read the capital figure?
A larger subscribed capital raises the half-capital line these rules measure against. That is arithmetic, not a reason to choose any figure. Art. 153^24 also carries exceptions for certain kinds of shareholder, so read the text for a real case.
The net-asset test
Where losses bring net assets below half of the subscribed capital, the restore-or-reduce rule of art. 153^24 applies. It covers SRLs (art. 153^24(4^4)).
The fine
Not restoring net assets brings a fine of 10,000 to 200,000 lei (art. 153^24(4^1)). ANAF finds and sanctions it from 2027, on statements for years starting on or after 1 January 2025. It does not do so during declared inactivity.
Compulsory conversion
The rule applies to a company that owes members loans. If it has not restored net assets within 2 years of the end of the financial year following the losses, it must convert those claims into capital. If it does not, it faces a fine of 40,000 to 300,000 lei.
Members' loans and dividends
While net assets are below half the capital, loans from members cannot be repaid (art. 67(2^4)). A company with a carried-forward accounting loss pays dividends from the current year's profit only after the legal reserve is formed and the carried loss is covered (art. 69^1(1)). That paragraph does not read the capital figure. Another paragraph of the same article lets a company pay such dividends only after restoring net assets to the minimum value set by law. This applies where its approved statements show net assets below half the subscribed capital.
The VAT-risk criterion
Annex 6 lists a foreign administrator without Romanian tax residence together with capital below 45,000 lei (pt. 5.1). How the criteria combine is open, so no capital that avoids a review can be stated.
What should a buyer of a shelf company read in the capital figure?
Each of the Romanian SRLs on the current list with their prices has its own history, so the same checks apply to each. This is a list of what to read, not a recommendation. We did not read what the register's extract shows about the capital, nor its fee.
- The subscribed capital on the ONRC extract, searched at the register itself.
- The net turnover in the last approved statements, against the 400,000 lei line.
- If it passed the line, whether the raise to 5,000 lei is done or still due.
- The net assets against half of the subscribed capital.
- That the capital figure alone says nothing about cash in the account.
- That no text we read ties a minimum to buying a shelf company.
A missed deadline is a dissolution ground of the company. On our reading, a share transfer leaves it the same company.
Sources: the official texts read
Each statement above rests on one of these official texts. Law 31/1990 is cited from its text of January 2024; Law 265/2022 from its 2022 text, later amendments not read; art. VI of Law 239/2025 as published in December 2025, later amendments not checked.
- Law 239/2025, ANAF copy: art. VI(1), VI(5), VI(7) and VI(9), and art. 153^24 of Law 31/1990 on the net-asset fines.
- ANAF summary of the changes Law 239/2025 makes to Law 31/1990: the minimums, the deadline, the discount, dissolution, art. 67 and art. 69^1.
- Law 31/1990 on companies, text of January 2024, Ministry of Economy: liability, paying in, raising capital, dissolution procedure.
- Official Journal tariff 2026, Part IV: 152 lei per manuscript page, VAT included.
- Law 265/2022 on the trade register, 2022 text: the 15-day filing, the registrar's term, foreign documents.
- Annex 6 to the VAT norms, pt. 5.1: the capital line of the VAT high-risk criteria.
- Law 51/1995 on the legal profession, art. 3: drafting legal acts is a lawyer's activity.
- National Trade Register Office (ONRC): the register itself, link only, not a source of any fact above.
Frequently asked questions
What is the minimum share capital of a Romanian SRL in 2026?
It depends on the case. A newly formed SRL needs 500 lei. An SRL whose net turnover in the previous year's statements passed 400,000 lei has a minimum of 5,000 lei. Both come from art. VI of Law 239/2025, in force since 18 December 2025. For an older SRL at or below that line, the text sets no figure.
I own an older SRL registered with a capital below 500 lei. Must I raise it to 500 lei?
The text we read does not say so. Art. VI(6) refers to "the capital set under para. (1)". Para. (1) names only the 5,000 lei tier. Para. (2) speaks of newly formed SRLs. We found no official guidance or court reading. This answer states the rule: it orders no top-up and does not promise none will come.
By when must an existing SRL above 400,000 lei reach 5,000 lei?
Registered SRLs raise the capital set under para. (1) not later than 2 years from the entry into force. That is 18 December 2027, our computation. A company that crosses the line later raises by the end of the financial year following the one in which the rise in turnover is found. We give no calendar date for that case.
What happens if the capital is not raised?
On the application of any interested person or of ONRC, the court will pronounce the dissolution, unless the capital reaches the legal minimum before the judgment becomes final. Art. 237 of Law 31/1990 applies correspondingly, including the 30-day appeal. Dissolution is a court decision on application, not an automatic effect of the deadline passing.
If turnover falls back below 400,000 lei, can the capital be reduced again?
Not below the legal minimum. The capital set under para. (1) stays unchanged when net turnover falls (art. VI(4)). It cannot go below that minimum unless an increase adopted at the same time keeps its value at least equal to it. Conversion into another legal form is excepted (art. VI(5)). A breach lets any interested person seek court dissolution.
Is there a discount on the publication cost?
In one case: 50% of the Part IV tariff for a raise under para. (1) by 31 December 2026, and only if the act deals only with that raise. The 2026 tariff is 152 lei per manuscript page, VAT included. With the discount: 76 lei, our computation. Whether a voluntary top-up of a small SRL qualifies is not settled.
How can the capital be raised without new cash?
An SRL can capitalise reserves other than the legal reserve, profits or share premiums. It can also set off a member's liquid and due loan against new capital. A favourable revaluation difference does not count, and work or services never do. We have not researched the tax effect of these routes, so none is called tax-free.
Does a raise need a notary or a unanimous vote?
A notarial act is required only for real estate contributed in kind. An absolute majority of members and of shares decides, unless the act says otherwise. Art. 192(2) was repealed on 26 November 2022, and we do not restate it. Raising the shares' nominal value may need every member's vote, except by capitalising reserves, profits or premiums. Ask the lawyer.
What is a minimum paid-up share capital, and must the whole minimum be paid in at once?
No. An SRL pays in 30% of the subscribed capital not later than 3 months from registration and before it starts operations. The balance of a cash contribution is due within 12 months, and of an in-kind contribution within 2 years. This is the text of January 2024. We did not check whether Law 239/2025 changed it.
Does a company's capital mean there is money in its account?
No. The capital is the figure in the constitutive act that caps the members' liability and that they must pay in. No provision we read keeps it as a balance in the account afterwards. The cash is read in the account and the annual statements, not in the capital.
How long does the registry take?
The change is filed within 15 days of the act. The registrar decides within one working day of filing, and an incomplete file gets up to 15 calendar days to be completed. These are terms of the 2022 text of Law 265/2022. Later amendments were not read. The end-to-end time, with Official Journal publication, was not measured.
Does buying a shelf company trigger the 500 lei minimum?
No text we read ties a minimum to a share transfer. Art. VI(2) speaks of newly formed SRLs. A shelf company is an existing SRL, so its case depends on its own history: its net turnover in the last approved statements. We found no text that makes a share transfer trigger the 500 lei minimum.
Does the capital figure matter for a VAT registration?
Annex 6 pt. 5.1 to the VAT norms lists, among the high-risk criteria, a foreign administrator without Romanian tax residence together with a capital below 45,000 lei. How the criteria combine is open, so no capital that avoids a review can be stated. This answer is law, not advice on any company.
How does the capital figure interact with the net-asset rules?
Net assets below half of the subscribed capital trigger the restore-or-reduce rule. Not restoring them is a fine of 10,000 to 200,000 lei. A compulsory conversion of members' loans carries a fine of 40,000 to 300,000 lei. ANAF applies this from 2027, not during declared inactivity. A higher capital raises the half-capital line.