Once the law establishing measures for the recovery and streamlining of public resources and amending certain legal acts enters into force, the legal framework regarding the share capital of limited liability companies (LLC) will undergo significant changes. The legislator will align the minimum value of share capital with the company’s economic performance, measured by the net turnover reported in the annual financial statements.
According to the new provisions, the minimum share capital will be set as follows:

• for companies that, in the previous financial year, recorded a net turnover below 400,000 lei, the minimum share capital must be 500 lei;

• for companies that recorded a net turnover above 400,000 lei, the minimum threshold increases to 5,000 lei.

In the case of newly established LLCs, the minimum share capital will be set at 500 lei, with potential adjustments to be made later, depending on financial results.

Adjustment of share capital

If a company exceeds the threshold of 400,000 lei in turnover, it will be obliged to increase its share capital by the end of the following financial year. Conversely, if turnover later falls below this threshold, the share capital will not automatically decrease, remaining at the level already set.

Moreover, the reduction of share capital below the legal limit is not possible unless, at the same time, a resolution to increase it is adopted in order to maintain the minimum level required by law. Otherwise, any interested person, including the National Trade Register Office, may request the dissolution of the company in court.

Deadlines and facilities

Companies already registered will be required to adjust their share capital in accordance with the new rules within two years from the entry into force of the law. However, there will also be a facility for companies that increase their share capital by December 31, 2026, as they will benefit from a 50% reduction in the publication fee in the Official Gazette, provided that the amendment concerns exclusively this increase.

If the two-year deadline is exceeded without the company having adjusted its share capital, the court may order dissolution at the request of any interested party or the Trade Register. Nevertheless, the law offers companies an additional opportunity: they may prevent dissolution if they complete their share capital to the minimum level required by law before the dissolution decision becomes final.

Conclusion

The new regulation will mark a significant change in the way minimum share capital is determined, linking it to the size and economic performance of the company. Thus, the legislator seeks to impose greater financial responsibility on companies with large-scale operations, while maintaining an accessible threshold for entrepreneurs at the beginning of their journey.

Recommendations

To avoid the risk of sanctions or even dissolution, limited liability companies will be obliged to carefully analyze their annual financial situation and anticipate whether an increase in share capital is necessary. It is recommended that the amendment of the articles of association be prepared in advance so that the two-year deadline set by law is met without additional pressure. At the same time, entrepreneurs will benefit from a 50% reduction of the publication fee in the Official Gazette if they increase their share capital by December 31, 2026. In this context, the assistance of an accountant or lawyer specialized in corporate law may represent essential support for the correct and timely implementation of the new legal obligations.