Romania is implementing a comprehensive second fiscal package, promulgated on December 15, that will significantly impact taxpayers starting January 1, 2026. The new measures affect corporate taxation, personal income, local taxes, and introduce stricter business regulations that will require companies to reassess their financial strategies.
Local Taxes and the e-Proprietate System
The 2026 fiscal package targets increased local taxes on buildings, land, and vehicles through modified calculation rules and reduced exemptions. A key innovation is the formal implementation of the e-Proprietate system, a centralized registry of real estate properties in Romania designed to improve local tax collection efficiency.
These changes may lead to disputes over taxable value assessments, potentially resulting in fiscal litigation between taxpayers and local authorities over the tax burden calculations.
Corporate Profit Tax and Investment Income Changes
For multinational companies with turnover below 50 million euros that don’t fall under the minimum turnover tax regime, the new regulations limit deductible expenses related to intellectual property rights, management, and consulting services.
Investment income faces particularly significant changes. Withholding tax on gains from securities and derivative financial instruments increases from 1% to 3% for holdings exceeding one year, and from 3% to 6% for holdings under one year. For transactions not intermediated by brokers and for cryptocurrency operations, the tax rate jumps from 10% to 16%, while maintaining the non-taxable threshold of 200 lei per transaction with an annual limit of 600 lei.
New Corporate Structure Requirements
Starting in 2026, Romanian legislation introduces fundamental changes to share capital requirements and financial discipline for commercial companies.
Minimum Capital Requirements: Newly established companies must have minimum share capital of 500 lei, while existing companies with net turnover exceeding 400,000 lei must increase their capital to at least 5,000 lei.
Mandatory Bank Accounts: All legal entities will be required to maintain a payment account in Romania or an account with the State Treasury. Non-compliance risks fiscal inactivity declaration by ANAF (the National Agency for Fiscal Administration) and potential automatic dissolution of the company.
Share Transfer Restrictions: New regulations introduce significant restrictions on share transfers for companies with outstanding tax debts. Transfers must be notified to ANAF within 15 days and require guarantees covering all outstanding budget obligations to be enforceable against the tax authority.
Additional measures include stricter rules on loans between companies and shareholders, dividend distributions, capital increases, elimination of the previous threshold for mandatory card payment acceptance, and restricted access to payment installment plans.
Minimum Turnover Tax (IMCA) Asset Retention Rules
Law No. 239/2025 introduces strict regulations regarding the Minimum Turnover Tax (IMCA), requiring taxpayers to retain assets for which they benefited from depreciation deductions for a period equal to half of the economic useful life, but no more than five years, according to Article 45, paragraph 24 of the law.
Failure to comply triggers tax recalculation and additional fiscal obligations under the Tax Procedure Code, dating back to the quarter when the initial deduction was applied. Exceptions exist for assets transferred in reorganization processes, those disposed of in liquidation procedures, or those destroyed or stolen, but these must be rigorously documented through judicial acts or solid accounting documentation.
Government Considers IMCA Reduction or Elimination
In response to pressure from foreign investors and the business community, the Romanian government is analyzing significant modifications to the minimum turnover tax starting in 2026.
According to Prime Minister Ilie Bolojan, two options are under consideration:
- Reducing IMCA by half from January 1, 2026, with complete elimination beginning in 2027 if the guaranteed gross minimum wage remains at current levels
- Complete elimination of IMCA from January 2026 if the gross minimum wage increases to a higher level
The final decision will be made in the coming period as part of the 2026 state budget preparation.
Challenging ANAF Fines and Decisions
ANAF inspections are a frequent reality in the business environment and can generate tax assessment decisions or other administrative acts with significant impact. Taxpayers have rights under the Tax Procedure Code and Administrative Litigation Law, including the right to contest fiscal acts such as fines or tax assessment decisions.
The deadline for filing an ANAF appeal is 45 days from notification of the act, extendable to three months if the act lacks mandatory elements. If fiscal enforcement has already begun, taxpayers can use forced execution appeals to stop debt recovery.
Legislation allows taxpayers to request court suspension of fiscal administrative acts within 30 days of becoming aware of the act, preventing immediate application of the tax assessment decision and associated penalties. During suspension, forced execution is blocked, fiscal obligations are not recorded in the tax certificate, and late payment penalties are not calculated, with certain specific exceptions.
The 2026 fiscal modifications represent a turning point for the business environment, imposing increased rigor in asset management and compliance with new tax rates and share capital rules. Whether dealing with strict IMCA obligations and asset retention requirements or utilizing administrative litigation to block erroneous tax assessments, taxpayers must be proactive in defending their rights.
The changes reflect Romania’s effort to increase financial traceability and strengthen business discipline while balancing the needs of attracting and maintaining foreign investment in the country.
