Below we present the deadlines for micro-enterprises, related to the various non-tax "obligations" that the Romanian state imposes on them in order to "make their lives easier":
1) THE MANDATORY INCREASE IN SHARE CAPITAL (LEGAL OBLIGATION STARTING JANUARY 1, 2026) RECOMMENDED DEADLINE = DECEMBER 31, 2026
- for newly established companies ... from the moment of establishment
- for existing companies (micro-enterprises with a turnover of less than 395,000 lei). The general deadline set by law is December 31, 2027.
- We recommend that you complete the transaction by December 31, 2026, because if you decide to voluntarily increase your share capital by December 31, 2026, you will benefit from a 50% reduction in the publication fee in the Official Gazette.
2) THE MANDATORY CONVERSION OF THE CAEN CODES (LEGAL REQUIREMENT STARTING JANUARY 1, 2026) RECOMMENDED DEADLINE PATET = 06/30/2026
- Start date: The new CAEN Rev. 3 classification came into effect on January 1, 2025.
- Grace period: It is 18 months, but the calculation of this period starts from the date of official publication of the methodological rules (March 25, 2025), not directly from January 1. Deadline: Existing companies must complete the recoding process by September 25, 2026.
- However, we strongly recommend not to wait until September 2026 (please be aware that August is also the ONRC's vacation period), but rather voluntarily completing this change by June 30, 2026.
3) THE MANDATORY UPDATE OF THE J - RECOMMENDED TERM PATET = ONCE WITH THE FIRST MENTION -- RECOMMENDATION = 31.12.2026
- There is no fixed deadline by which you are required to update the order number in the trade register (format J40/XXXXX/YYYY) to the new standard established by Law 265/2022. Here are the rules that will apply in 2026:
- The legislation speaks about the ”automatic update” (phased): The transition to the new "J" format is done automatically by the ONRC computer system when the company submits any request for changes (e.g., change of headquarters, extension of administrator mandate, CAEN update, or share capital increase).
- Time of issuance of the new J-number: The new order number, which includes the structured unique identifier, will be entered on the new Certificate of Registration issued when you make your first change to the Trade Register.
- The use of the old J-number: Until a note is made, the old registration number remains valid in relation to third parties and state institutions. Practical tip: Since you are required to update your CAEN codes by September 2026, when you do so, the ONRC will automatically issue you a certificate with the new order number format (the updated J).
4) THE ELIMINATION OF THE INDEFINITE/UNLIMITED TERM OF THE ADMINISTRATOR'S MANDATE = PATET RECOMMENDATION December 31, 2026
- This is a concern only for the companies whose company Statement does not explicitly tell what is the duration of the administer mandate
- The deadline proposed is December 31, 2026 ... Although Law 265/2022 eliminated the possibility of appointing administrators for an unlimited period for new companies, existing companies that still have "indefinite" mandates must bring their documents into line with current legislation.
- In the ”silence of the law”, several specialists consulted (based on practice in other areas) confirm that the legal term would be three years from the date of submission of the last updated articles of association. Therefore, if you have not recently (in 2024 or 2025) submitted such an updated memorandum of association, you risk being deactivated by ANAF simply because the 3-year period (implicitly established by law) has expired. Such a surprise can be very unpleasant
- Thus, the recommended date is December 31, 2026, taking advantage of the tax breaks offered by Law 239/2025 (reduction of publication fees in the Official Gazette).
- If you do not choose to make the change voluntarily, the ONRC (National Trade Register Office) will require you to update the term of office when you submit your first request for amendments in 2026 (for example, when you update your CAEN codes or increase your share capital). It is no longer permitted to register any new mentions without the articles of incorporation specifying a fixed term of office (e.g., 2 years, 4 years, etc.).
Final note:
If have several of the above obligations, we can deliver the needed adjustments to tyour company Statute all in once. We strongly recomend for electronic signature that can help us deliver the work 100% remotely.
