What changes from 2026
Minimum share capital for newly established SRLs: 500 lei
Starting January 1, 2026, for newly established SRLs, the minimum share capital can no longer be symbolic.
The minimum threshold becomes 500 lei. This means that setting up a company “with 1 leu” will no longer be possible in the classic form.
Minimum share capital for SRLs with significant activity: 5,000 lei if turnover exceeds 400,000 lei
For existing SRLs (and generally for companies that are active), the key rule is:
If the company recorded a net turnover of over 400,000 lei, the minimum share capital must be 5,000 lei.
The threshold is verified based on the net turnover reported in the annual financial statements.
In other words, not all companies are automatically required to increase their capital. However, companies that exceed the threshold must treat this as a real legal obligation, with a compliance deadline.
Who is actually required to comply?
Here is a simple “filter”:
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Are you setting up an SRL after January 1, 2026?
→ The minimum share capital starts at 500 lei. -
Do you already have an SRL and the previous year’s net turnover (from the annual financial statements) exceeded 400,000 lei?
→ The minimum share capital must be 5,000 lei and you must plan the increase within the legal deadline. -
Does your SRL have under 400,000 lei net turnover?
→ You are not required to increase the capital to 5,000 lei based solely on turnover. However, it may still be worth reviewing your share capital, especially if you need it for projects, loans, tenders, or business partners.
What does “net turnover” mean in practice?
The 400,000 lei threshold is not calculated based on your invoicing app or actual cash receipts.
It is verified based on the annual financial statements (annual balance sheet).
In practice, we are referring to the net turnover reported in the financial statements for the previous financial year.
Recommendation:
If your turnover is close to the threshold or has already exceeded it, don’t wait until you face a rejection at the Trade Registry or an administrative restriction.
It’s better to check now: filed financial statements + current share capital + compliance plan.
Compliance deadlines: why you shouldn’t postpone
For existing companies, the obligation does not apply overnight. There is a compliance period.
SRLs that exceed the 400,000 lei threshold have two years to increase their share capital to the required minimum. Otherwise, legal and administrative consequences may arise.
What does this mean for you as an entrepreneur?
You have time to complete the capital increase properly and without rush — but it’s not something to postpone indefinitely.
In practice, the urgency usually appears when you need to perform other operations (change of registered office, amendment of business activity, new shareholder, company modifications, etc.).
What can happen if you ignore the obligation?
It’s important to understand the real risks:
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Administrative blocks for certain operations at the Trade Registry (depending on how the National Trade Register Office applies the new rules).
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Complications when amending the Articles of Association or carrying out other corporate changes.
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In extreme cases, if expressly provided by law and if non-compliance persists, dissolution procedures or other legal consequences may occur.
How to increase your share capital: most common options
Option 1: Cash contribution (the simplest method)
The shareholders contribute money to the company as share capital.
This is usually the simplest and fastest method.
For increasing the capital up to 5,000 lei, the financial impact is relatively small for most companies.
From an accounting perspective, in practice the logic used is:
456 “Settlements with shareholders” / 1012 “Subscribed and paid-in capital”
(depending on accounting implementation and documentation).
What matters is that the funds are actually contributed and properly traceable.
Option 2: Capital increase from retained earnings / reserves (where available)
If the company has retained profits or certain reserves, in some cases these can be incorporated into share capital.
Attention: this depends heavily on the accounting situation, whether the amounts are legally available, and whether other rules are respected (e.g., not affecting legal reserves or key financial indicators).
This option can be efficient because it does not require bringing in new funds, but rather reorganizing equity.
However, it must be done carefully, based strictly on financial statements and shareholders’ resolution.
Option 3: Conversion of shareholder loans (when the company was financed through loans)
Many companies operate for years based on shareholder loans. In some cases, part of those amounts can be converted into share capital.
This is a logical option when:
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the company has debts to shareholders,
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you want to strengthen equity,
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you want to increase share capital without bringing new funds,
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you need higher share capital for partners, banks, or tenders.
Again, proper documentation and correct accounting registration are essential.
Frequent mistakes (and why files get rejected)
In practice, increasing share capital is not difficult, but rejections or delays often occur due to small mistakes:
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Confusing share capital with shareholder loans — contributing money does not automatically mean it is registered as share capital; it depends on documentation and accounting records.
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Missing or improperly drafted shareholders’ resolution.
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“Paper-only” capital increases without real financial movements and accounting support (especially for cash contributions).
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Postponing the procedure until you urgently need another operation at the Trade Registry and trying to do everything at once.
