Fiscal Measures Package 2 – Direct Implications for the Business Environment, Companies, and Individual Taxpayers

Legislation on cash payments, obligations of economic operators, and the functioning of companies, are the changes have direct effects on the business environment and on individual taxpayers, focusing on digitalization, strengthening financial discipline, and stricter monitoring of tax compliance.

1. Introduction of the general obligation to use modern payment methods

The draft law will require companies and sole proprietors (PFA) to make collections and payments through modern payment methods, which automatically creates the obligation to hold at least one payment account opened in Romania or with the State Treasury. In the same approach, payment service providers will not be allowed to refuse the opening of accounts except in cases related to anti–money laundering legislation.

The direct impact of this new measure, which will enter into force on 01.01.2026, will result in the need for companies to equip themselves with POS terminals, payment applications, and digital infrastructure, with the main goal of reducing non-compliance risks and exposure to sanctions.

2. Increase of the minimum share capital for limited liability companies (SRL)

The share capital of SRLs will be modified and increased depending on turnover criteria, as follows:
• SRLs with turnover < 400,000 lei: minimum share capital = 500 lei;
• SRLs with turnover > 400,000 lei: minimum share capital = 5,000 lei;
• Newly established SRLs: minimum share capital = 500 lei.

Existing SRLs will have a 2-year term to adjust their share capital, after which non-compliance will lead to dissolution of the company.

This measure aims to strengthen corporate discipline and financial responsibility.
Also regarding companies, the business transfer process becomes more complex; the assignment of shareholdings will become enforceable against the Tax Authority under special conditions intended to protect the recovery of tax liabilities.

3. Declaration of fiscal inactivity and risk of automatic dissolution

It is important to note that the proposed changes will significantly increase the pressure on companies to comply with fiscal obligations.

New rules will be introduced, which will become decisive for declaring a company inactive, such as:
• lack of a payment account in Romania;
• failure to submit financial statements for 5 months past the legal deadline.

If a company does not resolve the causes that led to its inactivity and does not reactivate within 1 year, it may be automatically dissolved at the request of the Tax Authority (ANAF).

The draft also provides special deadlines for companies already inactive:
• companies inactive for more than 3 years will have only 30 days for reactivation;
• companies inactive between 1 and 3 years will have 90 days.
Administrative non-compliance may directly lead to dissolution and deregistration.

4. Introduction of the fiscal suretyship contract

The draft law introduces a new obligation: presenting an authenticated suretyship contract by legal-entity debtors in situations such as:
• lack of guarantees for payment rescheduling;
• outstanding tax obligations not paid within certain deadlines;
• newly established companies requesting rescheduling.

The surety will guarantee the payment of tax obligations and accessories, and the contract will constitute an enforceable title. This measure aims to increase the responsibility of beneficial owners and shareholders.

5. New rules for the electronic sale of seized goods

The draft introduces a platform for electronic auctions of seized goods, with the main objective of increasing transparency in enforcement procedures and facilitating access to auctions for companies and individuals.

6. New fines and penalties

Penalties will be introduced both for failing to hold payment accounts (fine 3,000 – 10,000 lei) and for refusing modern payment methods, all aiming at digitalizing the economy and strengthening fiscal discipline.

Fiscal Measures Package 2 represents a major step toward digitalization, financial discipline, and modernization of the tax system, aiming to create a more transparent economic environment better aligned with European standards.