We present a summary of the main amendments and additions to certain normative acts with an  impact on the fiscal sphere, published during December 2025. 

Law 239/2025 establishing measures for the efficiency and recovery of public resources and  amending and supplementing certain legislative acts  

(Official Gazette No. 1160 of 15.12.2025) 

The Law 239/2025 brings amendments and additions to the following legislative acts: 

The Fiscal Code (Law 227/2015) 

Expenses incurred in relation to affiliated entities: 

• Expenses related to intellectual property rights, managementand and consultancy services incurred in relation with affiliated entities that are not established/incorporated and do not  have the place of effective management in Romania1, which exceed 1% of the total expenses  registered by the taxpayer (as presented in the financial statements for 2024), are deductible  only up to a limit of 1% starting with 2026. Specific rules regarding this limitation shall apply  starting with 2027.  
• For the fiscal group, this regime applies accordingly to each member, depending on their  individual situation. 
• The aforementioned rules do not apply to credit institutions that are Romanian legal entities,  nor to Romanian branches of credit institutions that are foreign legal entities. 
• Exception: interest expenses and those that are capitalized in the value of tangible and  intangible fixed assets, in accordance with the applicable accounting regulations, are  excluded. 

Income tax: 

• Rules for accomodation and rental income: 
  • o Income derived from accommodation activities and the short-term rental of more  than 7 rooms qualifies as income from independent activities, subject to a 10%  income tax applied to the net income (gross income minus a 30% flat-rate deduction  for expenses). 
  • o The short-term rental of 1 to 7 rooms representing personally owned dwellings is  taxed as rental income, for which a flat-rate expense deduction of 30% of the gross  income applies. 
  • o For the income categories mentioned above, the commission withheld by entities that  facilitate the short-term rental of rooms located in personally owned dwellings is not  included in the gross income, including electronic interfaces such as an online  marketplace, a platform, a portal, or other similar means. 
• Amendments regarding the income tax payable for certain categories of investments: 
  • o Gains from the transfer of securities and from transactions with derivative financial  instruments, carried out through legally authorized entities, are taxed as follows: • For long-term investments (acquired and disposed of over a period exceeding  365 days, inclusive): the tax rate is increased from 1% to 3%. 
  • • For short-term investments (acquired and disposed of over a period of less  than 365 days): the tax rate is increased from 3% to 6%. 
• Amendments regarding the taxation of income from the transfer of virtual currencies 
  • o Income derived by individuals from the transfer of virtual currencies is taxed by  applying a 16% rate to the gain from the transfer of virtual currencies. Gains below  RON 200 per transaction are not taxed, provided that the total gains in a fiscal year  do not exceed RON 600. 

Social security contributions (SSC) owed by individuals who earn income from independent  activities: 

• The maximum annual base for the computation of SSC is increased from 60 to 72 gross  minimum national salaries, for income earned starting from January 1, 2026. 
• Property taxes: 
• Exemptions, reductions, and specific criteria for property taxes (tax on buildings, land, and  means of transport) are revised. 

Companies Law (Law 31/1990) 

• Companies may distribute dividends from the profit of the current financial year only after  the legal reserves have been constituted, any carried-forward accounting losses have been  covered, reserves have been set up in accordance with statutory requirements, and the net  asset has been restored to at least the minimum level required by law. 
• Companies that distribute dividends on a quarterly basis may not grant loans to shareholders  or affiliated persons until the differences resulting from dividend distributions made during  the year have been settled. 
• Companies whose net assets amount to less than half of the share capital may not reimburse loans to shareholders or affiliated persons. 
• Companies whose net assets, as a result of losses, have decreased to less than half of the  share capital and which have liabilities towards shareholders are required to restore the net  assets within 2 years from the end of the financial year following the one in which the losses  were identified. If this obligation is not fulfilled, the companies concerned are required to  convert the respective loans into share capital. 
• The amendments brought also provide sanctions for failure to comply with the obligations  mentioned above.

Provisions applicable to Limited Liability Companies (LLCs) 

• Minimum share capital: 
• In the case of newly established limited liability companies, the minimum share capital is  RON 500. 
• For companies that have recorded a net turnover exceeding RON 400,000, the minimum share  capital is RON 5,000. 
• Existing companies must increase their share capital by amending the articles of association,  no later than 2 years from the entry into force of the law; otherwise, they may be dissolved  at the request of any interested person or the National Trade Register Office. 
• Transfer of shares: 
• The transfer of shares by controlling shareholders must be notified to NAFA and is enforceable  against the central tax authority under certain conditions. 
• Fiscal Procedure Code (Law 207/2015) 
• Additional criteria in fiscal risk analysis: 
• Criteria regarding the use of modern payment methods, early warning on financial capacity,  and verification of information from the fiscal record are added. 
• Installment payment arrangements: 
• Additional conditions for simplified installment payment arrangements are introduced. 
• A deadline reduction from 180 days to 60 days applies to payments that constitute a condition  for maintaining a simplified installment payment arrangement. 
• Installment payment arrangements will be conditioned on presenting an authentic suretyship  contract with the ultimate beneficiary. 
• Declaration of inactivity for legal entities: 
• Taxpayers may be declared inactive if: 
• o They do not have an account opened with a bank in Romania or with the Romanian  State Treasury; 
• o They have not submitted the annual financial statements within 5 months after the  legal deadline for their submission. 
• This provision does not distinguish between Romanian or foreign legal entities (fixed  establishment, permanent establishment, branch, etc.). 
• Insolvency, liquidation/dissolution/deregistration procedures: 
• In the case of a taxpayer declared inactive who is not reactivated within one year from the  date of such declaration of inactivity, the tax authority is obliged to file a request for  dissolution, except in the case of taxpayers with temporary inactivity.
• Liquidation/Dissolution/Deregistration of inactive taxpayers: 
• For taxpayers inactive for more than 3 years who are not reactivated within 30 days from the  entry into force of the present law, the tax authority will request their dissolution. 

Emergency Ordinance 193/2002 – Modern Payment Systems 

• If required by law, individuals and legal entities are obliged to accept payments via cards  (debit, credit, prepaid) and electronic payment applications, with certain exceptions. 

Law No. 70/2015 – Financial Discipline Regarding Cash Transactions 

• Legal entities must maintain a payment account in Romania or with a unit of the Romanian  State Treasury for the entire duration of their activity. 
• Newly established companies are required to open an account within a maximum of 60  working days from their establishment. 

Introduction of a logistics fee for non-EU parcels 

• A fee of RON 25 per package is introduced for goods with a value below EUR 150 imported  from outside the EU. 

Government Emergency Ordinance No. 124/2024 on the Extension of Certain Deadlines and  Strengthening the Administrative Capacity in Property Taxation 

• The ordinance introduces a national integrated system for managing real estate data (RO e Property), which establishes obligations for public institutions to provide data free of charge  to the Ministry of Finance in order to ensure a unified record of real estate properties. 

Application Deadlines and Entry into Force 

• The key provisions regarding the Fiscal Code, financial discipline, the introduction of modern  payment systems, the logistics fee, etc., come into force on January 1, 2026. 
• Amendments related to simplified installment payments, the suretyship obligation,  liquidation, dissolution, and similar measures have detailed transitional deadlines and rules.

Emergency Ordinance 71/2025 for the Amendment and Completion of Law No. 207/2015 on the  Fiscal Procedure Code 

(Official Gazette No. 1146 of December 10, 2025) 

• Implementation of the crypto-asset reporting framework in national legislation – the  amendments primarily regulate the following aspects: 
• Reporting entities: Reporting Crypto-Asset Service Providers (FSCAR), such as trading  platforms, cryptocurrency exchanges, and other entities that intermediate or facilitate  crypto-asset transactions. 
• Information subject to reporting: 
• o Name, address, tax residence, and tax identification numbers (TIN) of users; o Details of crypto-asset transactions (type of crypto-asset, gross amounts, number of  transactions, transfers, etc.). 
• Reporting deadlines: reporting is annual, starting January 1, 2026. The first reporting deadline  is March 15, 2027. 
• Reporting forms: the reporting form will be approved by order of the President of NAFA. 
• Sanctions: non-compliance with the new reporting and tax diligence rules by crypto-asset  operators may lead to blocking access to their services in Romania and fines ranging from  RON 20,000 to RON 150,000. 
• New annex: Annex No. 6 is introduced, which specifically regulates reporting requirements,  tax diligence procedures, and other applicable rules for Reporting Crypto-Asset Service  Providers (FSCAR). 

1Incurred by taxpayers that did not record, in the preceding year, a turnover exceeding EUR 50 million, as  defined under Article 181 of the Fiscal Code.

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For additional details regarding the above, you can contact any member of the Taxhouse team or you can send us an e-mail at office@taxhouse.ro.