The tax changes applicable as of January 1, 2026 represent a major transformation of the tax regime, with a direct impact on both individuals and legal entities. These changes are based on the package of tax measures introduced by Law No. 239/2025 on the recovery and efficiency of public resources, a legislative act confirmed by the decision of the Constitutional Court.
The new regulations involve tax increases, the introduction of additional tax obligations for taxpayers, the strengthening of the control powers of the National Agency for Fiscal Administration (ANAF), and the extension of the penalty regime applicable in cases of non-compliance. In this context, the scope and complexity of the changes require a prudent, rigorous, and well-founded legal and tax approach to ensure compliance and limit tax risks.
1. New taxation of micro-enterprises
One of the key changes introduced by the new tax framework concerns the taxation regime for micro-enterprises. Government Emergency Ordinance No. 89/2025 eliminated the 3% tax rate previously applicable to certain categories of micro-enterprises. Consequently, as of January 1, 2026, a single tax rate of 1% will be applied to the income of micro-enterprises with a turnover of up to EUR 100,000.
This legislative intervention leads to the abandonment of the previous system of differentiated rates and has the effect of substantially simplifying the tax regime applicable to small entrepreneurs, increasing tax predictability and reducing the administrative burden.
2. Income tax
Emergency Ordinance No. 89/2025 also introduces relevant changes to the tax regime applicable to dividends. Thus, as of January 1, 2026, the dividend tax rate will be increased from 10% to 16%, which will apply to dividends distributed to both individuals and legal entities.
In this regard, income earned in the form of dividends and distributed after January 1, 2026, will be subject to taxation by applying a 16% rate on the gross amount distributed.
3. Turnover tax for large companies
The ordinance also introduces significant adjustments to the minimum turnover tax (IMCA) applicable to companies with a turnover exceeding the threshold of EUR 50 million. Thus, starting January 1, 2026, the level of this tax will be reduced from 1% to 0.5%, and starting in 2027, IMCA will be completely eliminated.
Similarly, the additional turnover tax (ICAS) applicable to economic operators in the oil and natural gas sector will be repealed starting in 2027.
At the same time, within the same reference period, the tax on special constructions, known as the “pole tax,” will be permanently eliminated, a measure justified by the need to reduce the tax burden and existing barriers to investment.
4. Share capital of limited liability companies
The share capital of limited liability companies is established and modified as follows:
- for newly established companies, the minimum share capital is 500 lei;
- for existing companies with a net turnover exceeding 400,000 lei, the minimum share capital is 5,000 lei. The deadline for increasing the share capital is two years, applicable both to companies already registered with the ONRC on the date of entry into force of the law and to those that subsequently acquire the obligation to increase as a result of an increase in turnover. The share capital increase must be completed by the end of the financial year following that in which the threshold of 400,000 lei is exceeded, based on the net turnover reported in the annual financial statements for the previous financial year.
Once increased, the share capital cannot be reduced, even if the turnover subsequently falls below the threshold of 400,000 lei.
5. New cases of declaring fiscal inactivity
Starting January 1, 2026, taxpayers may also be declared fiscally inactive in the following situations:
- they have not opened a payment account in Romania or an account with a State Treasury unit;
- they have not submitted their annual financial statements within 5 months of the legal deadline for submission.
If a taxpayer declared fiscally inactive is not reactivated within one year of the date of declaration of inactivity, it shall be dissolved, either in accordance with the founding legislative act or in accordance with the provisions of Article VIII of Law No. 239/2025.
The tax authority is required to file a request for dissolution both in cases where there are no outstanding tax obligations and in cases where there are, except in situations where criminal proceedings are pending.
6. Ceilings for granting payment deferrals
Deferrals for the payment of principal and ancillary tax liabilities are granted according to the debtor’s category, within the following limits:
- natural persons: total tax liabilities between RON 500 and RON 100,000;
- associations without legal personality: total tax liabilities between RON 2,000 and RON 100,000;
- legal persons: total tax liabilities between RON 5,000 and RON 400,000.
Payment deferrals are granted exclusively upon presentation of a guarantee agreement concluded in authentic form between the legal entity debtor and the actual beneficiaries of the debtor entity.
The deadline for submitting the guarantee agreement is 5 days or 30 days, depending on the applicable circumstances. Companies whose shareholders are the state or an administrative-territorial unit are exempt from this obligation.
7. Dividends and restrictions on loans
Companies that distribute interim dividends may not grant loans to shareholders until the differences resulting from the distribution of dividends during the financial year have been adjusted.
Also, companies that, according to their approved annual financial statements, have net assets reduced to less than half of the value of the subscribed share capital may not repay loans received from shareholders, associates, or other affiliated persons.