Legal Obligations and Compliance Deadlines for Companies in 2026

The year 2026 brings to the forefront a series of essential obligations for commercial companies, arising both from recent legislative amendments and from the effects of regulations adopted in previous years whose compliance deadlines are now becoming due.

1. Term of office of the company director – direct effects in 2026

In light of the amendments introduced by Law no. 265/2022 and taking into account the provisions of Article 2015 of the Civil Code, directors’ mandates established in the articles of association as being “unlimited” are, in fact, limited to a duration of three years.

This rule has direct effects on companies incorporated before 1 January 2023. For these companies, the three-year period expired on 1 January 2026, which means that the director’s mandate terminates by operation of law if the articles of association have not been amended.

Companies that have not yet updated their articles of association must do so without delay, by establishing a fixed term for the director’s mandate.

Failure to comply with this obligation may result in the company being declared inactive, the registration of relevant facts in the fiscal record of the shareholders and directors, and, where applicable, the cancellation of the VAT registration.

2. Secondary establishments and the obligation of tax registration

A significant amendment applicable as of 2026 concerns the tax regime of secondary establishments. Law no. 245/2025 amending Law no. 273/2006 on local public finance changes the threshold triggering the general obligation of tax registration for entities operating at an address other than the registered office.

Specifically, any person subject to a fiscal legal relationship – including economic operators – which has organized an entity or a secondary establishment, with or without legal personality, at an address different from the registered office and employs at least one person earning salary income (the previous threshold was a minimum of five such persons) and which carries out activities at that address, is required to request the tax registration of that entity as a payer of salaries and salary-related income with the National Agency for Fiscal Administration.

The obligation also applies where the secondary establishment is located in the same locality as the company’s registered office.

The request must be filed:

• within 30 days from the date of establishment, in the case of newly established entities;
• within 30 days from the entry into force of the law (31 December 2025), in the case of existing entities.

Following tax registration, the tax authority is required to transmit the tax registration certificate to the competent local public administration authority within five days.

In addition to tax registration, the registration of the secondary establishment with the National Trade Register Office remains mandatory for the lawful conduct of business activities.

3. Update of CAEN codes in accordance with CAEN Rev. 3

As of 1 January 2025, the obligation to update the object of activity in accordance with CAEN Rev. 3 has become applicable, pursuant to Order of the National Institute of Statistics no. 377/2024 and the procedure regulated by Order of the Minister of Justice no. 2938/C/2024.

The update is carried out by filing an application for registration of amendments with the National Trade Register Office.

The statutory deadline for updating the object of activity is 18 months from the date of publication of Government Decision no. 284/2025, namely from 25 March 2025, expiring on 25 September 2026.

During this transitional period, both CAEN Rev. 2 codes and the corresponding CAEN Rev. 3 codes are recognised. However, after the expiry of the deadline, failure to update the object of activity may lead to administrative and fiscal difficulties in dealings with public authorities.

4. Share capital of limited liability companies – correlation with turnover

One of the most important changes introduced by Law no. 239/2025 on measures for recovery and efficiency of public resources consists in establishing the minimum share capital of limited liability companies depending on the level of net turnover achieved.

Thus, as of the entry into force of the law (18 December 2025):

• for newly established companies, the minimum share capital threshold is RON 500, applicable regardless of turnover at the time of incorporation;
• for existing companies which, according to the annual financial statements for the preceding financial year, recorded a net turnover exceeding RON 400,000, the minimum share capital threshold is RON 5,000.

Companies exceeding the RON 400,000 turnover threshold are required to increase their share capital by the end of the financial year following the year in which the threshold is exceeded, for exceedances occurring starting with the fiscal year beginning on 1 January 2026, or within two years from the entry into force of the law (18 December 2025) for companies already established that exceeded this threshold as at 31 December 2025.

If turnover subsequently falls below the RON 400,000 threshold, the share capital does not need to be reduced. Accordingly, once increased, the share capital remains at that level even if revenues decrease in subsequent years.

The law also introduces strict restrictions on the reduction of share capital. Except where the company is transformed into another legal form, the share capital may not be reduced below the statutory minimum unless, simultaneously with the reduction, a resolution to increase the share capital is adopted in order to maintain it at the legally required minimum level. Breach of these provisions may lead to the dissolution of the company at the request of any interested party.

As a measure to encourage voluntary compliance, the legislator has provided a temporary incentive: companies that increase their share capital by 31 December 2026 benefit from a 50% reduction of the publication fee in the Official Gazette, Part IV, provided that the amendment of the articles of association exclusively concerns the increase of share capital.

Sources: Law no. 245/2025 amending Law no. 273/2006 on Local Public Finance, Law no. 239/2025 on establishing measures for the recovery and efficiency of public resources, Order of the National Institute of Statistics no. 377/2024 on the update of the Classification of Activities in the National Economy – CAEN, Order of the Minister of Justice no. 2938/C/2024 approving the procedure for updating in the Trade Register information on economic activities according to the new Classification of Activities in the National Economy – CAEN, Government Decision no. 284/2025 on establishing the method for updating the object of activity of natural and legal persons registered in the Trade Register according to the Classification of Activities in the National Economy — CAEN Rev. 3, Law no. 265/2022 on the Trade Register and for the amendment and completion of other normative acts with impact on registration in the Trade Register.