Romania updates fiscal inactivity rules and SRL transfer procedures

Companies in Romania face new risks of fiscal inactivity due to changes in tax reporting requirements. Under Law no. 239/2025, entities that fail to submit their annual financial statements within five months of the legal deadline may be declared fiscally inactive. For companies with a financial year ending December 31, 2025, the reporting deadline was June 2, 2026; these entities have until November 2, 2026, to submit documents to avoid inactivity status.

Other grounds for declaring a company inactive now include the lack of a payment account in Romania or a failure to maintain an account with the State Treasury.

Additionally, regulations govern the transfer of social parts in limited liability companies (SRL). Such transfers must be notified to the competent central tax authority within 15 days. This notification process, coordinated between ANAF and the National Trade Register Office (ONRC), triggers a verification of the company's outstanding tax debts and budget obligations to determine the conditions under which the transfer becomes enforceable against the tax authority.