Regulatory update – Romania

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

• Directors’ mandates established as “unlimited” are limited to a duration of three years pursuant to Law no. 265/2022 and Article 2015 of the Civil Code.
  For companies incorporated before 1 January 2023, the three-year period expired on 1 January 2026, and the director’s mandate terminates by operation of law if the articles of association have not been amended.

Secondary establishments – tax registration

• As of 2026, Law no. 245/2025 requires tax registration for secondary establishments employing at least one person earning salary income, including where located in the same locality as the registered office.
  The request must be filed within 30 days, and registration with the National Trade Register Office remains mandatory.

CAEN (NACE) codes (CAEN Rev. 3)

• The obligation to update the object of activity applies as of 1 January 2025, with a statutory deadline of 25 September 2026.

Share capital of limited liability companies

• Law no. 239/2025 establishes minimum share capital of RON 500 for newly established companies and RON 5,000 for companies with net turnover exceeding RON 400,000.
  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.