SRL Romania 2026–2027: Recapitalization, Share Capital, and CAEN Rev. 3
DVS Europe | Regulatory Update – October 2026
In 2026–2027, limited liability companies (SRLs) in Romania must pay particular attention to three important corporate compliance requirements: the recapitalization of companies with losses, the adjustment of the minimum share capital, and the updating of CAEN Rev. 3 codes.
The changes also affect Romanian companies controlled by Italian entrepreneurs.
1. SRL Romania 2026–2027: Recapitalization Requirements
La Law no. 239/2025 It strengthens the requirements for companies whose net assets (net assets) are less than 50% of their subscribed capital. Law no. 239/2025
The companies concerned must take the measures required by law to restore their financial balance within the applicable time limits.
The following are also planned:
- Restrictions on the distribution of dividends and the repayment of shareholder loans.
- There may be a requirement to convert shareholder loans into share capital, under the conditions established by law.
- Fines ranging from 10,000 to 200,000 RON for failure to restore capital, and additional fines in the event of failure to carry out the mandatory conversion of shareholders’ claims.
It is therefore important to review the financial position of companies that have accumulated losses from prior fiscal years.
2. New Minimum Share Capital for Romanian Limited Liability Companies (SRLs)
The legislation introduces new requirements for share capital:
- 500 RON for newly incorporated limited liability companies (SRLs).
- 5,000 RON for limited liability companies (SRLs) with annual net revenue exceeding 400,000 RON.
Existing companies subject to the compliance requirements must comply by December 18, 2027.
Failure to comply with this obligation may result in a petition for the dissolution of the company.
3. CAEN Codes, Rev. 3: New expiration date—April 1, 2027
The deadline for updating economic activity codes to the CAEN Rev. 3 classification has been extended to April 1, 2027, pursuant to Government Decision No. 788/2026.
Limited liability companies (SRLs) must verify the correspondence between the old CAEN Rev. 2 codes and those of the new classification and update their records with the Romanian Trade Registry (ONRC).
Recommendations from DVS Europe
In light of the changes planned for limited liability companies (SRLs) in Romania in 2026–2027, we recommend that companies promptly carry out three checks:
- Check the net worth and any accumulated losses.
- Verify that the share capital meets the new requirements.
- Verify that the CAEN codes (Rev. 3) have been updated.
DVS Europe SRL, through its offices in Romania, assists Italian companies in verifying corporate obligations, planning recapitalization efforts, and coordinating procedures with the Commercial Registry.
This article is for informational purposes only and constitutes a preliminary analysis; it is not intended as tax or legal advice.
